Common use of Real Property Clause in Contracts

Real Property. (a) With respect to the real property owned by Parent or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent Leased Real Property”), is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted Liens.

Real Property. (a) With respect to the real property owned by Parent or any Subsidiary at which the material operations of Parent Except as has not and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectEffect and with respect to clauses (a) and (b), either except with respect to any of Parent’s Oil and Gas Properties, (a) Parent and its Subsidiaries hold (i) good, valid and marketable title to all material real property owned by Parent or a Parent Subsidiary has good and valid title to such any of its Subsidiaries (collectively, including the improvements thereon, the “Parent Owned Real Property”), free and clear of all LiensEncumbrances, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due except Permitted Encumbrances; and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) valid title to the leasehold estates (whether as tenant or subtenant) and valid interests in all licenses or occupancy agreements to license or otherwise occupy (whether as tenant, subtenant, licensee or occupant) all real property leased, subleased, licensed, or otherwise occupied by Parent and its Subsidiaries (collectively, including the improvements thereon, the “Parent Leased Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances; (b) each agreement under which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s Parent or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet any Subsidiary of Parent is the landlord, sublandlord, tenant, subtenant, licensor, licensee, or notes thereto or securing liabilities reflected on such balance sheetoccupant with respect to the Parent Leased Real Property (each, (iva “Parent Real Property Lease”) which was incurred is in the ordinary course of business since the date of the most recent consolidated balance sheet of full force and effect and is valid and enforceable against Parent or (v) which would not reasonably be expected such Subsidiary and, to materially impair the continued use knowledge of Parent, the applicable property for the purposes for which the property is currently being used (any such Lien described other parties thereto, in any of clauses (i) through (v)accordance with its terms, “Parent Permitted Lien”). As of the date hereofsubject, as to enforceability, to Creditors’ Rights, and neither Parent nor any of its Subsidiaries has received notice of any pendingSubsidiaries, and or to the knowledge of Parent, any other party thereto, has received written notice of any default by Parent or its Subsidiaries under any Parent Real Property Lease which remains uncured as of the date of this Agreement; and (c) as of the date of this Agreement, to the knowledge of Parent, there is no does not exist any notice or request from any Governmental Entity delivered to Parent or any of its Subsidiaries requiring any construction work or alterations to cure any violation of applicable Law by Parent or any of its Subsidiaries which remains uncured as of the date of this Agreement nor, any pending or, to the knowledge of Parent, threatened, condemnation proceeding or eminent domain Proceedings with respect to any of the Parent’s Oil and Gas Properties, Parent Owned Real Property or Parent Leased Real Property. Each of Parent and its Subsidiaries holds such Parent Owned Real Property and Parent Leased Real Property as are sufficient to conduct its business as presently conducted, except proceedings which as has not and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent Leased Real Property”), is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted Liens.

Real Property. (a) With respect to Section 3.09(a) of the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of real property owned by Parent or in which any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as of the date hereof Sellers has fee title (such property collectively, or equivalent) interest and which is used in or held for use in the “Parent conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary Property has good and valid title in fee simple to such Parent parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property. (b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property. (c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business. (d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of all any Liens, except, in each case, for Permitted Encumbrances. (e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than any such Lien the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) for Taxes purchase, lease or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (otherwise acquire any such Lien described interest in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and Owned Real Property or leases or subleases relating to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent Leased Real Property”), is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted Liens.

Real Property. (a) Section 2.15(a) of the Seller Disclosure Schedule sets forth a true and complete list of the Leases. The Seller has made available to the Buyer a true and complete copy of each Lease. With respect to the real property owned by Parent or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Owned Real Property”)each Lease, except as would not reasonably be expected to have, individually or in the aggregate, a Parent Seller Material Adverse EffectEffect or be material to the MRT Program, either Parent or taken as a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien whole: (i) for Taxes such Lease is valid, binding, enforceable and in full force and effect, and the Seller or governmental assessments, charges or claims a Selling Subsidiary enjoys peaceful and undisturbed possession of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, the Leased Real Property; (ii) which neither the Seller nor any Selling Subsidiary is in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a carriers’breach or default, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in and the ordinary course of business, Seller has paid all rent due and payable under such Lease; (iii) which neither the Seller nor any Selling Subsidiary has received nor given any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Seller or a Selling Subsidiary under any of the Leases and, to the Seller’s Knowledge, no other party is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheetin default thereof, and no party to any Lease has exercised any termination rights with respect thereto; (iv) which was incurred in neither the ordinary course of business since Seller nor any Selling Subsidiary has subleased, assigned or otherwise granted to any Person the date of the most recent consolidated balance sheet of Parent right to use or occupy such Leased Real Property or any portion thereof; and (v) which would not reasonably be expected to materially impair neither the continued use of the applicable property for the purposes for which the property is currently being used (Seller nor any such Selling Subsidiary has pledged, mortgaged or otherwise granted a Lien described on its leasehold interest in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Leased Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Seller Material Adverse EffectEffect or be material to the MRT Program, taken as a whole, (i) each material lease, sublease and other agreement under which Parent or neither the Seller nor any Selling Subsidiary has received any written notice of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent Leased Real Property”), is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium material violations of building codes or zoning ordinances or other similar applicable Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and existing, pending or, to the discretion of Seller’s Knowledge, threatened in writing, condemnation proceedings affecting the court before Leased Real Property or (C) existing, pending or to the Seller’s Knowledge, threatened in writing, zoning, building code or other moratorium proceedings, or similar matters, which any proceeding therefor may could reasonably be brought expected to materially and adversely affect the ability to operate the Leased Real Property as currently operated and (ii) no uncured default during the tenancy of a the Seller or any Selling Subsidiary, neither the whole nor any material nature on portion of the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually Property has been damaged or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease destroyed by fire or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted Lienscasualty.

Real Property. (a) With respect to the real property owned by Parent or any Parent Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent Leased Real Property”), is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted Liens.

Real Property. (a) With respect to the Seller does not own any real property owned used in the Business. (b) Part 2.13(b) of the Disclosure Letter sets forth each parcel of real property leased by Parent the Seller or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as Affiliate of the date hereof Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such property Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Parent Owned Leased Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, and a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good true and valid title to such Parent Owned Real Property, free and clear complete list of all Liensleases, subleases, licenses, concessions and other than any such Lien agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease: (i) for Taxes Except as disclosed on Part 2.13(b)(i) of the Disclosure Letter, Seller or governmental assessments, charges or claims the Affiliate of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which Seller that is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and party to the knowledge of Parent there is no threatenedLease has not subleased, condemnation proceeding with respect assigned or otherwise granted to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has Person the right to use or occupy such Leased Real Property or any material real property at which the material operations of Parent and its Subsidiaries are conducted as portion thereof; and (ii) Seller or such Affiliate of the date hereof (the “Parent Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property”), is valid, binding and in full force and effect, except that . (Ac) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium Neither Seller nor any Affiliate of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other similar LawsLegal Requirements affecting the Leased Real Property, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on existing, pending or threatened condemnation proceedings affecting the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not , or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to have, individually adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease destroyed by fire or other agreement applicable theretocasualty since April 28, 2010. All improvements on the Parent Leased Real Property, free including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and clear of all Liens, except for Parent Permitted LiensOrders.

Real Property. (a) With respect to the All real property and interests in real property owned in fee by Parent it or any Subsidiary at which the material operations of Parent and the Parent its Subsidiaries are conducted as of the date hereof (such property collectivelyindividually, the an “Parent Owned Real Property”)) and all real property and interests in real property leased, subleased, licensed used or otherwise occupied by it or one of its Subsidiaries and any prime or underlying leases, subleases, licenses or other use or occupancy agreements relating thereto (individually, a “Leased Property”) are set forth or described in the Form 10-K filed by it with the SEC for the year ended December 31, 2015 or otherwise Previously Disclosed, except as would not reasonably be expected to havefor any Owned Property or Leased Property which is not, individually or in the aggregate, material to it and its Subsidiaries, taken as a Parent Material Adverse Effectwhole. It or its Subsidiaries, either Parent or a Parent Subsidiary as applicable, has good and valid fee title to such Parent all Owned Real Property and good and valid leasehold title to all Leased Property (an Owned Property or Leased Property being sometimes referred to herein, individually, as a “Property” and, free and clear of all Lienscollectively, other than any such Lien the “Properties”), in each case subject only to (i) (x) Liens described in the Form 10-K filed by it with the SEC for Taxes or governmental assessmentsthe year ended December 31, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established2015, (iiy) Liens which is a carriers’are Previously Disclosed or of record and not material, warehousemen’s, mechanics’, materialmenor (z) inchoate workmen’s, repairmen’s or other similar Lien Liens arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since consistent with past practice relating to obligations as to which there is no default on the date part of it or any of its Subsidiaries or that individually or in the most recent consolidated balance sheet of Parent or (v) which aggregate, do not impair, and would not reasonably be expected to materially impair impair, the continued use and operation of the applicable property Property to which they relate in the conduct of the business of it or its Subsidiaries as presently conducted, (ii) leases, subleases and similar agreements Previously Disclosed or for the purposes for benefit of it or its Affiliates or which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of are not material to it and its Subsidiaries has received notice taken as a whole and which were entered into in the ordinary course of any pendingbusiness consistent with past practice and (iii) easements, covenants, rights-of-way and other similar restrictions of record, if any, that, (x) are for the benefit of it or its Affiliates or (y) are granted to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to havethird parties and, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as do not impair, and would not reasonably be expected to haveimpair, the continued use and operation of the Property to which they relate in the conduct of the business of it or its Subsidiaries as presently conducted. Any reciprocal easements, operating agreements, option agreements, rights of first refusal or rights of first offer with respect to any Property at which a casino or hotel project is operated are Previously Disclosed, except with respect to any Property which is not, individually or in the aggregate, material to it and its Subsidiaries, taken as a Parent Material Adverse Effectwhole. To its knowledge, (i) there are no physical conditions or defects at any of the Properties at which casino or hotel operations are conducted which impair or would be reasonably expected to impair the continued operation and conduct of the casino, hotel and related businesses as presently conducted at each material leasesuch Property. To its knowledge, sublease all leases, subleases, licenses and other agreement under use or occupancy agreements pursuant to which Parent it or any of its Subsidiaries leases, subleases, licenses, uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries Leased Property are conducted as of the date hereof (the “Parent Leased Real Property”), is valid, binding valid and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted Liens.

Real Property. (a) With respect Each of the Acquired Companies has good, clear and marketable fee title to the real property owned by Parent or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as listed on Part 2.16(a) of the date hereof (such property collectively, the “Parent Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real PropertySeller Disclosure Letter, free and clear of all Liens, other than any such Lien Liens except (i) for Taxes or governmental assessments, charges or claims of payment taxes not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s such imperfections or irregularities of title or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which Liens as do not and would not reasonably be expected to materially impair affect the continued use of the applicable real property for the purposes for which the property is currently being used (any subject thereto or affected thereby or otherwise materially impair business operations at such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectproperties. (b) Except as would not reasonably be expected to have, individually Part 2.16(b) of the Seller Disclosure Letter sets forth the address of each material parcel of property leased or in the aggregatesubleased by an Acquired Company (each, a Parent Material Adverse Effect“Leased Property”), and a true and complete list of all leases for each such Leased Property (each, a “Lease”) (including the date and name of the parties to such Lease). With respect to each of the Leases: (i) each material leasesuch Lease is valid and in full force and effect; (ii) to the knowledge of Seller, sublease and the transactions contemplated in this Agreement do not require the consent of any other agreement under which Parent party to a Lease, an assignment of Lease or a sublease; (iii) to the knowledge of Seller, (A) the Acquired Company or any other party to the Lease is not in breach or default under such Lease, and (B) no event has occurred or circumstance exists which, with the delivery of its Subsidiaries uses notice, the passage of time or occupies both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (iv) to the knowledge of Seller, the Acquired Company has not subleased, licensed or otherwise granted anyone the right to use or occupy such Leased Property or any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof portion thereof; and (the “Parent Leased Real Property”), is valid, binding and in full force and effect, except that (Av) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of ParentSeller, the landlord thereunder exists with respect to Acquired Company has not collaterally assigned or granted any Parent other security interest in such Lease or any interest therein. (c) The Leased Real Property. Except as would not reasonably be expected to have, individually or Properties comprise all of the real property used in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms business of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted LiensAcquired Companies as currently conducted.

Real Property. (a) With respect to the real property owned by Parent or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Owned Real Property”), except Except as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has Sellers have good and valid marketable fee title to such Parent the Owned Real Property, free and clear of all Liens, other than liens (except for Permitted Encumbrances). None of the Owned Real Property is subject to any such Lien (i) for Taxes leases or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s tenancies or other similar Lien arising in the ordinary course rights of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectoccupancy. (b) Except as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, (i) each there is no pending condemnation proceeding, administrative action or judicial proceeding of any type relating to the Owned Real Property or other matters affecting adversely the current use, occupancy or value of the Owned Real Property and (ii) neither the current use of the Owned Real Property nor the operations of Sellers violates any applicable legal requirements. (c) The Initial Assigned Leases and the Designatable Leases constitute all leases and material leaseSecurity Deposit Documents with respect to any real property for the Lease Premises. On or before the date hereof, sublease Sellers have delivered or made available to Buyer true and other agreement under complete copies of all Leases and Security Deposit Documents for the Lease Premises (it being agreed that, while Sellers shall use reasonable best efforts to deliver or make available to Buyer all such documents, Sellers shall not be deemed to have breached this representation if, in the case of Security Deposit Documents, lease amendments, non-disturbance agreements, subordination, non-disturbance and attornment agreements, waivers and consents in favor of any Seller and estoppel certificates from landlords, Sellers shall have only delivered or made available to Buyer true and complete copies of only those of the same which Parent are material). There are no material agreements, understandings or undertakings pertaining to the Leases, the Security Deposits, the Security Deposit Documents, the Sellers’ leasehold interest in the Properties, the Lease Premises or Sellers’ use or occupation of the Lease Premises or any of its Subsidiaries uses portion thereof which are in Sellers’ possession which have not been disclosed to Buyer or occupies or made available in the data room made available to Buyer prior to the date hereof. To Sellers’ Knowledge, no Person that is not a Seller has the any right to possess, use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as Lease Premises. (d) Each of the date hereof (the “Parent Leased Real Property”)Leases is legal, is valid, binding and enforceable against Sellers party thereto and, to Sellers’ Knowledge, against each other party thereto, in full accordance with its terms (except for any direct or indirect restriction, limitation or condition on Sellers’ assignment of the Leases to Buyer which shall not be of any force and effector effect pursuant to the Approval Order), except that (A) enforcement may be and, subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally the entry of the Approval Order and (B) equitable remedies payment of specific performance and injunctive the Cure Costs and other forms of equitable relief may be subject to equitable defenses and to the discretion than solely as a result of the court before which filing of the Bankruptcy Cases or the financial condition of Holdings or its Subsidiaries, to Sellers’ Knowledge, no event of default currently exists thereunder by any proceeding therefor may be brought counterparty thereto, and (ii) no uncured event has occurred thereunder that after the giving of notice or the passage of any applicable cure period or both would constitute an event of default of a material nature on the part of Parent or, if applicable, its Subsidiary Sellers or, to Sellers’ Knowledge, any other party thereto, and no Seller has delivered or received any written notice from the knowledge of Parent, the landlord thereunder exists with respect other party to any Parent Leased Real Property. Except such Lease of the termination or surrender thereof, and the Leases have not been amended, modified or supplemented, except to the extent, in each case as described in this Section 6.6(d), that the failure of the same to be true would not in the aggregate reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (e) There are no pending condemnation or eminent domain proceedings or any proceedings in lieu thereof against any of the Lease Premises, Parent and each of its Subsidiaries has a good and valid leasehold interest in Owned Real Property or contractual right to use or occupyany part thereof, subject except to the terms extent that the failure of the lease, sublease or other agreement applicable thereto, same to be true would not in the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted Liensaggregate have a Material Adverse Effect.

Real Property. (a) With respect to Section 6.18(a) of the real property owned by Parent or any Subsidiary at which ILG Disclosure Schedule sets forth the material operations of Parent and the Parent Subsidiaries are conducted common address, as of the date hereof (such property collectivelyhereof, the “Parent of all ILG Owned Real Property”), except as would not reasonably be expected to have, individually or in . ILG and the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has ILG Subsidiaries have good and valid marketable fee simple title (or the applicable local equivalent) to such Parent all ILG Owned Real Property, free and clear of all subject to any Permitted Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent ILG nor any of its Subsidiaries has received written notice of any pendingpending condemnation, and to expropriation, eminent domain or similar Action affecting all or any material portion of the knowledge ILG Owned Real Property. None of Parent there is no threatenedILG or any of the ILG Subsidiaries has leased, condemnation proceeding with respect to licensed, assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any Parent interest in the ILG Owned Real Property, except proceedings which would not reasonably be expected to have, individually or other than in the aggregate, a Parent Material Adverse Effectordinary course of business consistent with past practice. (b) Except Section 6.18(b) of the ILG Disclosure Schedule sets forth the common address, as would not reasonably be expected of the date hereof, of all ILG Leased Real Property. ILG and the ILG Subsidiaries have a valid and enforceable leasehold estate in all ILG Leased Real Property, subject to havethe Remedies Exception and any Permitted Liens. Neither ILG nor any of its Subsidiaries, individually nor, to the knowledge of ILG, as of the date hereof, any other party thereto, is in breach of or in default under any Contract pursuant to which ILG and the aggregateILG Subsidiaries occupy any ILG Leased Real Property. Neither ILG nor any of its Subsidiaries has, a Parent Material Adverse Effectas of the date hereof, (i) each material lease, sublease received any written notice from any lessor of such ILG Leased Real Property of any breach of or default under any such Contract pursuant to which ILG and other agreement under which Parent the ILG Subsidiaries occupy any ILG Leased Real Property by ILG or any of its Subsidiaries uses (in each case, with or occupies without notice or lapse of time or both), which breach or default has the right to use not been cured. None of ILG or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (ILG Subsidiaries has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the “Parent tenant’s interest in the ILG Leased Real Property”), is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted Liens.

Real Property. (a) With respect Neither PGHL nor any Subsidiary of PGHL owns any real property. Neither PGHL nor any Subsidiary of PGHL is party to the any agreement or option to purchase any real property owned by Parent or any Subsidiary at which interest therein. Schedule 5.18 of the material operations of Parent PGHL Schedules contains a true, correct and the Parent Subsidiaries are conducted complete list, as of the date hereof (such property collectivelyof this Agreement, of all Leased Real Property including, the “Parent Owned address of each Leased Real Property. PGHL has made available to FTAC true, correct and complete copies of the material Contracts pursuant to which PGHL or any of its Subsidiaries occupy (or have been granted an option to occupy) the Leased Real Property or is otherwise a party with respect to the Leased Real Property (the “Leases”). Except as would not be material to PGHL and its Subsidiaries, taken as a whole, PGHL or one of its Subsidiaries has a valid and subsisting leasehold estate in, and enjoys peaceful and undisturbed possession of, all Leased Real Property, subject only to Permitted Liens. With respect to each Lease and except as would not reasonably be expected to have, individually or in the aggregate, constitute a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each such Lease is valid, binding and enforceable and in full force and effect against PGHL or one of its Subsidiaries and, to PGHL’s knowledge, the other party thereto, subject to the Enforceability Exceptions, (ii) neither PGHL nor one of its Subsidiaries has received or given any written notice of material leasedefault or material breach under any of the Leases; and (iii) there does not exist under any Lease any event or condition which, sublease with notice or lapse of time or both, would become a material default by PGHL or one of its Subsidiaries or, to PGHL’s knowledge, the other party thereto. (b) Neither PGHL nor its Subsidiaries has collaterally assigned or granted any other security interest in the Leased Real Property or any interest therein which is still in effect. Neither PGHL nor any of its Subsidiaries is in material default or violation of, or not in compliance with, any legal requirements applicable to its occupancy of the Leased Real Property, except as would not be material to PGHL and other agreement under which Parent its Subsidiaries, taken as a whole. No construction or expansion is currently being performed or is planned for 2020 or 2021 at any of the Leased Real Properties that is expected to result in liability to PGHL or any of its Subsidiaries uses or occupies or has the right to use or occupy in excess of $2,000,000 in any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent Leased Real Property”), is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted Lienssuch calendar year.

Real Property. (a) With respect to None of the Acquired Entities owns any real property owned by Parent (whether beneficially or any Subsidiary at which the material operations of Parent record). (b) Schedule 6.13(b) lists all surface leases (and the Parent Subsidiaries are conducted as lands covered thereby) pursuant to which any Acquired Entity leases real property with a book or market value in excess of the date hereof $50,000 (all such property listed leases collectively, the “Parent Owned Real PropertyScheduled Leases”), except together with a general description of any material improvements located thereon, in each case specifying the name of the lessor, lessee, sublessor or sublessee and the date and term of each lease. A true and complete copy of each of the Scheduled Leases, as would not reasonably be expected amended to havedate, individually has been made available to Acquirer. The Person identified on Schedule 6.13(b) as the lessee or in sublessee under any particular Scheduled Lease is the aggregate, a Parent Material Adverse Effect, either Parent lessee or a Parent Subsidiary has good succeeded to the rights of the lessee under such Scheduled Lease and valid title owns the leasehold interest created pursuant to such Parent Owned Real Property, lease free and clear of all Liens except Permitted Liens. Each Scheduled Lease is in full force and effect and, to the Knowledge of any MCE Party, constitutes a binding obligation of each landlord, lessor or sublessor thereunder, enforceable against such landlord, lessor or sublessor in accordance with its terms subject to Creditor’s Rights. No event has occurred that constitutes, or that with the giving of notice or the passage of time or both would constitute, a default under any Scheduled Lease by any Acquired Entity or, to the Knowledge of any MCE Party, or by any other party to any Scheduled Lease or would permit termination, modification or, to the Knowledge of any MCE Party, acceleration thereof by any party thereto other than an Acquired Entity. Each Person identified on Schedule 6.13(b) as the lessee or sublessee under any particular Scheduled Lease either owns the improvements located on the lands covered by such lease or validly occupies such improvements in accordance with the terms of such lease free and clear of all Liens except Permitted Liens or except as otherwise described on Schedule 6.13(b). (c) The real property leased pursuant to the Scheduled Leases constitutes all of the real property (“Real Property”) which has been used in connection with the ownership and operations of the business of the Acquired Entities since December 31, 2010. Except as set forth on Schedule 6.13(c), other than the Acquired Entities, there are no parties in possession of any portion of any Real Property as lessees, subtenants, tenants at sufferance or trespassers. The Acquired Entities have full right and authority to use and operate all of the improvements located on the Real Property, subject to applicable Laws and Permitted Liens. Such improvements are being used, occupied and maintained in all material respects by the Acquired Entities in accordance with all applicable easements, Contracts, permits, insurance requirements, restrictions, building setback lines, covenants and reservations. There is no pending or, to the Knowledge of any MCE Party, threatened condemnation, eminent domain or similar proceeding or special assessment affecting any of the Real Property, nor have any of the MCE Parties or any Acquired Entity received written notification that any such Lien proceeding or assessment is contemplated. Except as set forth on Schedule 6.13(c), to the Knowledge of any MCE Party, the improvements located on the Real Property (ithe “Facilities”) for Taxes or governmental assessments, charges or claims of payment not yet due are free from material structural and payable, being contested in good faith or for which adequate accruals or reserves mechanical defects (including roofs) and have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred used by Acquired Entities in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted remain as of the date hereof in suitable and adequate condition for such continued use. The Acquired Entities have not deferred maintenance of the Facilities in contemplation of the transactions contemplated by this Agreement. All of the Real Property has direct access to public roads without the use of any easement, license or right of way. (d) The MCE Parties have made available to Acquirer true and complete copies of all deeds, leases, title opinions, title insurance policies and surveys in the “Parent Leased Real Property”), is valid, binding and in full force and effect, except possession of the Acquired Entities that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and relate to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear together with copies of all Liensreports of any engineers, except for Parent Permitted Liensenvironmental consultants or other consultants in the possession of the Acquired Entities relating to any of the Real Property.

Real Property. (a) Section 4.11(a) of the Seller Disclosure Schedule sets forth a true, complete and correct listing of each parcel of Owned Real Property (including street address, legal description (if known), owner and the Company’s use thereof). With respect to the real property owned by Parent or any Subsidiary at which the material operations each parcel of Parent and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Owned Real Property”), : (i) except as would not reasonably be expected to haveset forth on Section 4.11(a)(i) of the Seller Disclosure Schedule, individually or in the aggregateCompany has good, a Parent Material Adverse Effectvalid, either Parent or a Parent Subsidiary has good insurable, marketable and valid fee simple title to such Parent Owned Real Property, free and clear of all Liens, Encumbrances (except for Permitted Encumbrances) and Buyer will receive such title and/or interest in the Owned Real Property at the Closing free and clear of all Encumbrances (other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, Permitted Encumbrances); and (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s neither Seller nor the Company has leased or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect otherwise granted to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has Person the right to use or occupy such Owned Real Property or any material real property at which the material operations of Parent and its Subsidiaries are conducted as portion thereof. (b) Section 4.11(b) of the date hereof Seller Disclosure Schedule sets forth a true, complete and correct listing of all Leased Real Property (including street address, legal description (if known), lessor, rent and the “Parent Company’s use thereof), and a true, complete and correct list of all lease Contracts for such Leased Real Property”). Seller has made available to Buyer true and complete copies of each such lease Contract, is as amended through the date hereof. With respect to each such lease Contract: (i) the Company has a valid leasehold interest to the leasehold estate in the Leased Real Property granted to the Company pursuant to each such lease Contract; (ii) each such lease Contract is, and will continue to be, legal, valid, binding binding, enforceable and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter effect against the parties thereto in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to accordance with its terms following the discretion consummation of the court before which any proceeding therefor may be brought and transactions contemplated hereby; (iiiii) no uncured default event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a material nature breach or default under such lease Contract; and (iv) neither Seller nor the Company has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in any Leased Real Property held pursuant to such lease Contract. (c) Except as set forth on Section 4.11(c) of the part Seller Disclosure Schedule, the Company Real Property and all present uses and operations of Parent or, if applicable, its Subsidiary the Company Real Property comply in all material respects with easements and disposition agreements affecting the Company Real Property and there are no pending or, to the knowledge Knowledge of ParentSeller, the landlord thereunder exists with respect threatened condemnation, fire, health, safety, building, zoning or other land use regulatory proceedings, lawsuits or administrative actions relating to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms portion of the leaseCompany Real Property or the current use, sublease occupancy or other agreement applicable theretovalue thereof, nor has the Parent Leased Company or Seller received written notice of any pending or threatened special assessment proceedings affecting any portion of the Company Real Property, free and clear in each case except to the extent that such actions or notice would result in a Material Adverse Effect on the Company. (d) To the Knowledge of all LiensSeller, except for Parent Permitted Liensno fact or condition exists which could result in the termination or material reduction of the current access from the Company Real Property to existing roads or to water, sewer or other utility services presently serving such Company Real Property.

Real Property. (a) With respect Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the applicable Group Company has good and marketable title, and validly granted long term land use rights and building ownership rights, to the real property owned by Parent or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as of the date hereof Group Company (such property collectively, the “Parent Owned Real Property”), free and clear of any Lien, other than Permitted Property Liens, (ii) there are no outstanding options or rights of first refusal to purchase the Owned Real Property, or any portion of the Owned Real Property or interest therein, (iii) the land use rights relating to the Owned Real Property have been duly obtained from a competent Governmental Authority in accordance with applicable Law and all amounts (including, if applicable, land grant premiums) required under applicable Law in connection with securing such title or land use rights have been paid in full and on time, (iv) the applicable Group Company has duly complied with the terms and conditions of, and all of its obligations under, the relevant land use rights grant contract, as applicable, and real property purchase contract in relation to any Owned Real Property and (v) none of the Group Companies has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof. (b) All current leases and subleases of real property entered into by any Group Company (the “Leased Real Property”) are in full force and effect, are valid and effective in accordance with their respective terms, subject to the Bankruptcy and Equity Exception, and there is not, under any of such leases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by such Group Company or, to the knowledge of the Company, by the other party to such lease or sublease, except in each case, as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The applicable Group Company has good and valid leasehold or sublease-hold interests in each parcel of Leased Real Property, free and clear of any Liens other than Permitted Encumbrances, except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent Leased Real Property”), is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted Liens.

Real Property. (a) Exhibit 1.53 attached hereto is a true, complete and correct list of all of the Real Property owned or leased by Seller and used in the U.S. Display Business. With respect to the real property owned by Parent or any Subsidiary at which the material operations each such parcel of Parent and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected as set forth in Exhibit 1.53 attached hereto: there are no pending or, to havethe Knowledge of Seller, individually threatened condemnation proceedings, lawsuits or in the aggregateadministrative actions relating thereto; there are no leases, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected subleases, licenses, concessions or other agreements, written or oral, granting to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has Person the right to use or occupy any material real property at portion thereof; with respect to owned parcels of Real Property, there are no outstanding options or rights of first refusal to purchase, lease or otherwise acquire a parcel or any portion thereof or interest therein; to the Knowledge of Seller, there are no Persons (other than Seller) in possession of any owned parcel of Real Property, other than tenants under leases or subleases disclosed in Exhibit 1.53 attached hereto who are in possession of space to which they are entitled under such lease or sublease; to the material operations Knowledge of Parent Seller, there is no existing violation of or nonconformity with, and its Subsidiaries are conducted as Seller is not under investigation with respect to, has not been charged with and has not received any written notice of any alleged violation of or nonconformity with, any restriction, condition, covenant, commitment, contract or agreement relating thereto, the non-compliance with which would have a Material Adverse Effect; Seller will promptly deliver to Buyer any surveys of any part of the date hereof owned Real Property that may be in the possession of Seller; there are no encroachments of buildings or improvements comprising a part of the Real Property onto adjacent property or onto any easements encumbering such Real Property which would have a Material Adverse Effect; and Seller has obtained and delivered to Buyer the commitment (together with copies of all documentary exceptions listed or referred to therein, hereinafter referred to as the "Title Commitment") of Lawyers Title Insurance Corporation (the “Parent Leased "Title Company") to issue one or more owner’s (and lender’s) policies of title insurance insuring in one of the Companies good and marketable fee simple title to each parcel of owned Real Property”Property on ALTA Owner’s Form 1992, with no exceptions from coverage other than those pre-printed on the policy and the Permitted Liens. If Buyer desires to obtain, at its sole cost, such owner’s policies of title insurance at Closing, Seller agrees (i) to execute and deliver to Buyer at Closing the Title Company’s standard form of owners affidavit as to mechanics’ liens and possession (with such modifications thereto as are necessary in order to make the affidavit factually accurate), is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default to use reasonable efforts to comply with the customary and applicable requirements of a material nature Seller contained in the Title Commitment to have such policies issued and (iii) to use reasonable efforts to clear up any of the exceptions from coverage on the part Title Commitment that do not in fact affect the Real Property; provided, however, that Seller shall not be required to obtain updated or new surveys of Parent orany parcel of owned Real Property and that receipt of such owner’s policies by Buyer shall not be a condition precedent to Buyer’s obligations hereunder. Since January 1, if applicable, its Subsidiary or, to the knowledge of Parent1998, the landlord thereunder exists Seller has not received information or notice from any insurance company or board of fire underwriters requesting the performance of any work or alteration with respect to any Parent Leased the Real Property outside of the ordinary course of business, or requiring a material increase in the insurance rates applicable to the Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted Liens.

Real Property. (a) With respect to the real property owned by Parent or any Subsidiary at which the material operations of Parent Except for those matters as have not had and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (ia) Parent and its Subsidiaries have good, valid and marketable title to all the real property owned by Parent and its Subsidiaries (collectively, the “Parent Owned Real Property”) and valid leasehold estates in all of the real property leased or subleased by Parent and any of its Subsidiaries (collectively, the “Parent Leased Real Property”) (whether as tenant, subtenant or pursuant to other occupancy arrangements) by Parent or any Subsidiaries free and clear of all Encumbrances in all material respects, except Permitted Encumbrances, (b) to the knowledge of Parent, there are no pending disputes related to the Parent Owned Real Property, (c) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses is the landlord, sublandlord, tenant, subtenant, or occupies occupant with respect to the Parent Leased Real Property (each, a “Parent Real Property Lease”) is in full force and effect and is valid and enforceable against Parent or such Subsidiary and, to the knowledge of Parent, the other parties thereto, in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither Parent nor any of its Subsidiaries, or to the knowledge of Parent, any other party thereto, has received written notice of any default under any Parent Real Property Lease and to the right to use or occupy any material real property at which the material operations knowledge of Parent and its Subsidiaries are conducted as of the date hereof of this Agreement no facts or circumstances exist which with the passage of time and/or notice would constitute a default under any Parent Real Property Lease, (the “Parent Leased Real Property”), d) there is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary pending or, to the knowledge of Parent, the landlord thereunder exists with respect to threatened, condemnation or eminent domain Proceedings that affect any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease Parent Owned Real Property or other agreement applicable thereto, the Parent Leased Real Property, free (e) the Parent Owned Real Property and clear the Parent Leased Real Property is in good order, condition and repair and is reasonably sufficient for Parent’s business as currently conducted and (f) to the knowledge of Parent, the Parent Owned Real Property and the Parent Leased Real Property comply in all Liens, except for Parent Permitted Liensmaterial respects with all applicable Laws.

Real Property. (a1) Section 5.10(a) of the Disclosure Letter sets forth a list and description (including the legal description) of all real property owned by the Seller and all real property to be owned by the Seller on the Closing Date (the "Owned Real Property" or the "Real Property"). The Seller has good and marketable title to and owns the Owned Real Property applicable to it in fee simple subject to no Liens except as set forth in section 5.10(a) of the Disclosure Letter. Neither the Seller nor the Shareholder has received notice of any default or breach by the Seller or other owner under any of the covenants, conditions, restrictions, easements, or rights-of-way affecting the Owned Real Property or any portion thereof, and to the best knowledge of the Seller and the Shareholder, no such default or breach now exists, and no event has occurred or is continuing which with notice or the passage of time or both, would constitute a default thereunder. (2) The Seller does not lease any real property related to the Business. (3) The Seller has heretofore delivered to the Buyer a true, correct and complete copy of a recent title insurance policy with respect to each parcel of Owned Real Property. Neither the Seller nor any other owner of the Owned Real Property has entered into any leases, subleases, licenses or occupancy agreements relating to the Owned Real Property and no Person has any rights to acquire, lease, sublease or otherwise occupy the Owned Real Property or any part thereof or to otherwise obtain any interest therein, and there are no outstanding options, rights of first refusal or rights of reverter relating to the Owned Real Property or any interests therein. Except as set forth in section 5.10(c) of the Disclosure Letter, there are no service or maintenance contracts, management agreements or similar agreements relating to the Owned Real Property. There has been no service, material or other work provided or supplied to the Owned Real Property that has not been paid in full, except as set forth in section 5.10(c) of the Disclosure Letter. (4) With respect to the real property owned by Parent or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims there is a right of payment not yet due ingress and payable, being contested in good faith or for which adequate accruals or reserves have been establishedegress to public thoroughfares to and from the Real Property, (ii) which is a carriers’the Real Property has adequate water supply and sewer or septic service for the present use thereof and all sewer or septic service and water supply facilities required for the present use of the Real Property are properly and fully installed and operating, warehousemen’sand (iii) all curb cut and street opening permits or licenses required for vehicular access to and from any part of the Real Property to any adjoining public street have been obtained and, mechanics’if required, materialmen’spaid for by the Seller and are in full force and effect. The Seller has heretofore delivered to the Buyer true, repairmen’s correct and complete copies of any certificate or certificates of operation for any incinerator, boiler or other similar Lien arising burning equipment on the Real Property, to the extent available. There is no real property of any kind whatsoever used by the Business, except for the Real Property, and the Real Property constitutes all of the real property necessary to conduct the Business. (5) All licenses, permits and certificates of occupancy (the "Approvals"), in connection with the construction, use, occupancy and maintenance of any Real Property are in full force and effect in accordance with the respective terms thereof, and none of the Approvals has been amended, assigned, pledged or otherwise transferred. There is no alteration, improvement or change in use of any building or other improvement located on the Owned Real Property that would require any new Approvals or amendment of an existing Approval. The condition and use of the Owned Real Property conforms to each Approval. The Seller has obtained all of the approvals necessary for the operation of the Business on the Real Property. (6) To the best knowledge of each of the Seller and the Shareholder, except as disclosed in the ordinary course capital expense budget set forth in section 5.12(c) of businessthe Disclosure Letter or in section 5.10(f) of the Disclosure Letter, (i) the Real Property including, without limitation, all building systems and equipment, all structural components, the roof, the basement, all plumbing, electrical, mechanical, heating, ventilating, air conditioning and sprinkler systems, and all sewer, waste water, paving and parking equipment, systems and facilities, are fully installed and, as applicable, operating, in good condition and repair and adequate for the conduct of the business of the Seller as presently and proposed to be conducted, (ii) there are no defects in the same that would hinder or impair the business and operations of the Seller and, (iii) which no extraordinary repair or improvement expense with respect thereto is disclosed on anticipated during the most recent consolidated balance sheet two years following the Closing Date. The electricity service and all other public or private utilities ("Utilities") serving the Real Property are fully installed and operating, adequate for the conduct of Parent the business of the Seller as presently and proposed to be conducted, and enter the Real Property through adjoining public streets or notes thereto through valid easements across adjoining private lands, and all installation, connection and capital recovery charges in connection with the Utilities have been paid in full. (7) To the best knowledge of each of the Seller and the Shareholder, there is no pending, proposed, contemplated or securing liabilities reflected on such balance sheetanticipated (i) annexation, condemnation, eminent domain or similar proceeding affecting, or that may affect, all or any portion of the Real Property, (ii) proceeding to change or redefine the zoning classification of all or any portion of the Real Property, (iii) imposition of any special or other assessments for public betterments or otherwise, (iv) which was incurred special assessments affecting the Real Property or any portion thereof that are or would be payable by the Seller or the Shareholder and could result in the ordinary course of business since the date a Lien against any of the most recent consolidated balance sheet of Parent or Real Property, (v) which would not reasonably be expected change in any applicable Laws relating to materially impair the continued use use, occupation or operation of the applicable property for the purposes for which the property is currently being used Real Property, (any such Lien described in any of clauses (ivi) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation tax certiorari proceeding with respect to any Parent Owned Real Property or (vii) pending changes in road patterns or grades that may adversely affect access to any roads providing a means of ingress or egress from the Real Property. (8) In the last 18 months, neither the Seller nor the Shareholder has received notice from any insurance company or Board of Fire Underwriters (or organization exercising functions similar thereto) or from any mortgagee requesting the performance of any work or alteration in respect of any of the Real Property, except proceedings which would not reasonably be expected and, to havethe best knowledge of each of the Seller and the Shareholder, individually there are no outstanding requirements or in recommendations from any of the aggregate, a Parent Material Adverse Effectforegoing. (b9) There has been no material damage to any portion of the Real Property within the last 24 months caused by fire or other casualty that has not been repaired. (10) Except as would set forth in section 5.10(j) of the Disclosure Letter, the Real Property (including all improvements thereon) and the uses to which the Real Property (and all improvements thereon) are put, and all operations conducted thereon, are in compliance with, and are not reasonably be expected to have, individually in default under or in the aggregateviolation of, a Parent Material Adverse Effectany building, (i) each material leasezoning, sublease and other agreement under which Parent land use, public health, public safety, sewage, water or sanitation Law, or any Environmental Law or any covenant, easement, restriction or other agreement, materially affecting the Real Property and no notice of its Subsidiaries uses any such default or occupies violation has been received by the Seller or has the right to use or occupy any material real property at which the material operations Shareholder. (11) The Seller is not a "foreign person" for purposes of Parent and its Subsidiaries are conducted as Section 1445 of the date hereof (the “Parent Leased Real Property”), is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted LiensCode.

Real Property. (a) With respect to the real property owned by Parent or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as None of the date hereof (such property collectively, the “Parent Owned Real Property”), except as would not reasonably be expected to have, individually Acquired Companies owns or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than ever owned any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectreal property. (b) Except as would not reasonably be expected to havePart 3.16 of the Disclosure Schedule sets forth a list of all Real Property Leases and the legal address for the corresponding Leased Real Property and, individually or in under the aggregateheading “Lessor Instruments”, a Parent Material Adverse Effectlist of all other leases, (i) each material leasesubleases, sublease licenses, easements and other agreement under which Parent or Contracts relating to any of the Leased Real Property pursuant to which an Acquired Company is a lessor, sublessor, licensor, grantor or other party through whom the interest thereunder is granted (collectively, the “Lessor Instruments”). (c) Except pursuant to the Lessor Instruments, none of the Acquired Companies has assigned, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered its Subsidiaries uses interest in any Leased Real Property or occupies portion thereof or has entered into any sublease, license, option, right, concession or other similar agreement granting to any Person the present or future right to use or occupy such Leased Real Property or any material real property at which portion thereof, and, except pursuant to the material operations of Parent and its Subsidiaries Lessor Instruments, there are conducted as of no Persons other than the date hereof (Acquired Companies actually occupying the “Parent Leased Real Property”. The Leased Real Property is free of Encumbrances (other than Permitted Encumbrances), is valid, binding and in full force and effect, except that . (Ad) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion The Leased Real Property comprises all of the court before which real property used in connection with the business of the Acquired Companies. (e) None of the Acquired Companies’ possession and quiet enjoyment of the Leased Real Property has been disturbed, and there is no injunction, decree, order, writ or judgment outstanding, or any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent orclaim, if applicablelitigation, its Subsidiary administrative action or similar proceeding, pending or, to the knowledge of ParentSeller, the landlord thereunder exists with respect threatened, relating to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease use or occupancy of the Leased Real Property or any portion thereof or the operation of the Acquired Companies’ business as currently conducted thereon. To the knowledge of Seller, none of the Leased Real Property or any portion thereof or interest therein is affected by or the subject of any pending, contemplated or threatened condemnation, expropriation or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted Liensproceeding in eminent domain.

Real Property. (a) Section 3.12(a) of the Seller Disclosure Schedule sets forth a true and complete description of the Owned Real Property. With respect to the real property owned by Parent or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Owned Real Property”), except as would not reasonably be expected to have(i) a Transferred Subsidiary or Asset Seller has valid, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good marketable and valid insurable fee simple title to such Parent the Owned Real Property, free and clear of all Liens, Encumbrances other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due Permitted Encumbrances and payable, being contested in good faith or for which adequate accruals or reserves have been establishedPermitted Title Encumbrances, (ii) which is a carriers’the applicable Transferred Subsidiary or Asset Seller has not leased, warehousemen’ssubleased, mechanics’licensed or otherwise granted to any Person the right to possess, materialmen’s, repairmen’s use or other similar Lien arising in occupy the ordinary course of businessOwned Real Property or any portion thereof, (iii) which is disclosed on there are no outstanding options or rights of first refusal or other agreements granting to any Person any right to purchase or lease the most recent consolidated balance sheet of Parent Owned Real Property or notes thereto any portion thereof or securing liabilities reflected on such balance sheetinterest therein, and (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent no Transferred Subsidiary or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries Asset Seller has received any written notice of any pending, and to pending or threatened condemnation proceedings in the knowledge nature of Parent there is no threatened, condemnation proceeding eminent domain in connection with respect to any Parent the Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (iSection 3.12(b) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent Seller Disclosure Schedule sets forth a true and complete description, for each parcel of Leased Real Property”), is validthe Occupancy Agreement related thereto and the address thereof. An Asset Seller or Transferred Subsidiary, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if as applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in the Leased Real Property. To the Knowledge of Parent and Sellers, (i) an Asset Seller or contractual Transferred Subsidiary, as applicable, has the right to use or occupyand occupy the Leased Real Property for the full term of the Occupancy Agreement relating thereto, subject and (ii) each such Occupancy Agreement is valid and binding on each party thereto and is in full force and effect and enforceable in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions. True and complete copies of all Occupancy Agreements for Leased Real Property (including all amendments thereto) have been made available to Buyer prior to the terms Agreement Date. No Asset Seller or Transferred Subsidiary has assigned its interest under any such Occupancy Agreement or sublet any part of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear none of them has received or delivered written notice of any default with respect to any such Occupancy Agreement and, to the Knowledge of Parent and Sellers, no event has occurred that with notice or the passage of time, or both, would constitute a default thereunder. None of Parent or any Seller has received written notice that any of the buildings, structures, fixtures or other improvements on the Owned Real Property or Leased Real Property do not conform in all Liensmaterial respects to all applicable Laws and use restrictions. Parent has not, except for Parent Permitted Liensand no Asset Seller or Transferred Subsidiary has, received any written notice within the past twenty-four (24) months of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes affecting the Leased Real Property.

Real Property. (a) With respect to Neither the real property owned by Parent or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent Company nor any of its Subsidiaries has received notice of own any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in Section 3.10 of the aggregateDisclosure Schedules sets forth a true and complete list of each lease (each, a Parent Material Adverse Effect, (i“Real Property Lease”) each material lease, sublease and other agreement under which Parent the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy is lessee of any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof Real Property owned by any Third Party (the “Parent Leased Real Property”). The Company has made available to Parent true and complete copies of all Real Property Leases, including any amendments thereto, and there is not currently in effect any sublease or assignment of such Real Property Lease entered into by the Company or any of its Subsidiaries, as applicable. Each Real Property Lease is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion none of the court before which Company, any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary Subsidiaries or, to Company’s Knowledge, any other party thereto is in breach or default thereunder and to Company’s Knowledge no event has occurred that, with notice or the knowledge lapse of Parenttime, the landlord thereunder exists with respect to any Parent Leased Real Propertyor both, would constitute a breach or default or permit termination, modification or acceleration thereunder. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent The Company and each of its Subsidiaries has have a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent all Leased Real Property, free and clear of all LiensEncumbrances other than Permitted Encumbrances. There exists no impediment to its or its Subsidiaries’ right to quiet enjoyment of each of the Leased Real Properties. Except for Permitted Encumbrances, except there are no agreements to which Company is a party governing or affecting the occupancy or tenancy of any of the Leased Real Property by any Person other than the Company or any of its Subsidiaries, as applicable. Neither the Company nor any of its Subsidiaries has received any written notice (or been served with legal process to the effect) or, to the Company’s Knowledge, received oral notice that the whole or any part of any Leased Real Property is subject to any pending suit for Parent Permitted Lienscondemnation or other taking by any Governmental Authority, and no such condemnation or other taking is threatened in writing. The current use, occupancy and operation of the premises leased pursuant to the Real Property Leases by the Company or any of its Subsidiaries, as applicable, is in compliance with and permitted by the terms of the Real Property Leases. (c) The Leased Real Property constitutes all of the real property that is used in the business of the Company and its Subsidiaries or occupied by the Company or any of its Subsidiaries in connection with the conduct of the business of the Company and its Subsidiaries. To the Company’s Knowledge, the buildings and structures and improvements located on the Leased Real Property are in adequate condition, subject to normal wear and tear, and are free of any defects.

Real Property. (a) With respect to the No Seller owns, or has, since January 1, 2013, owned, any real property owned by Parent or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectproperty. (b) Except as would not reasonably be expected to have, individually or in Schedule 4.10(b) sets forth the aggregate, a Parent Material Adverse Effect, (i) address of each material lease, sublease and other agreement under which Parent or any parcel of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which leased by the material operations of Parent Sellers and its Subsidiaries are conducted as used in or necessary for the conduct of the date hereof Business as currently conducted (together with all rights, title and interest of the Sellers in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Parent Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, and guaranties with respect thereto, pursuant to which the Sellers hold any Leased Real Property (collectively, the “Leases”). The Sellers have delivered to Buyer a true and complete copy of each Lease. With respect to each Lease, except as set forth on Schedule 4.10(b): (i) such Lease is valid, binding binding, enforceable and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcyand, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion Sellers’ Knowledge, the Sellers enjoy peaceful and undisturbed possession of the court before which any proceeding therefor may be brought and Leased Real Property; (ii) the Sellers are not in breach or default under such Lease, and, to Sellers’ Knowledge, no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default; (iii) Sellers have paid all rent due and payable under such Lease through the end of the last required payment date; (iv) the Sellers have not received nor given any written notice of any default or event that is uncured that would constitute a default by the Sellers under any of a material nature the Leases and, to the Sellers’ Knowledge, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto; (v) the Sellers have not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and (vi) the Sellers have not pledged, mortgaged or otherwise granted an Encumbrance on their leasehold interests in any Leased Real Property. (c) Except as set forth on Schedule 4.10(c), the part Sellers have not received any written notice of Parent or(i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, if applicable(ii) existing, its Subsidiary pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or, to the knowledge Knowledge of Parentthe Sellers, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as threatened zoning, building code or other moratorium proceedings, or similar matters which would not reasonably be expected to have, individually adversely affect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any material portion of any Leased Real Property has been damaged or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease destroyed by fire or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted Lienscasualty.

Real Property. (ai) Seller has never owned any real property. (ii) Schedule 3.15(a) of the Seller Schedules identifies the Leased Real Property and the lease relating to such Leased Real Property (the “Lease”). Seller has a valid and subsisting month-to-month leasehold interest in the Leased Real Property. With respect to each Lease: (A) such Lease is in full force and effect and all rents, required deposits and additional rents due to date pursuant to each Lease have been paid in full; (B) there is no existing default by Seller or, to Seller’s Knowledge, by the real property owned lessor of such Lease; (C) Seller has not received any written notice that it is in default under the Lease; and (D) there exists no event, occurrence, condition or act (including the transactions contemplated by Parent this Agreement), that with the giving of notice, the lapse of time or the happening of any further event or condition, would constitute a default by Seller under the Lease. The Lease delivered to Buyer is the only lease and rental agreement, together with all amendments, that constitute the Leased Real Property and the Lease has not been amended, modified or terminated since such delivery. (iii) Neither the whole nor any portion of the Leased Real Property has been condemned, requisitioned, or otherwise taken by any public authority, and no written notice of any such condemnation, requisition, or taking has been received by Seller. Seller has not received any written notice from a Governmental Authority or any Subsidiary at which the material operations lessor of Parent and the Parent Subsidiaries Xxxxxx Real Property that there are conducted as any public improvements proposed or in progress that will result in special assessments against or otherwise adversely affect any of the date hereof (such property collectively, the “Parent Owned Leased Real Property”. (iv) The zoning of the Leased Real Property permits the existing improvements and uses of Seller (including any variances, conditional use permits and other special use restrictions), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien . (i) for Taxes or governmental assessmentsSeller’s leased portion of each of the buildings, charges or claims of payment not yet due structures and payable, being contested improvements situated on the Leased Real Property is in good faith or for which adequate accruals or reserves have been establishedcondition and repair, reasonable wear and tear excepted, (ii) none of the buildings, structures and improvements situated on the Leased Real Property, during the period of time during which is a carriers’such Leased Real Property has been leased by Seller, warehousemen’s, mechanics’, materialmen’s, repairmen’s has been damaged by fire or other similar Lien arising in casualty except for such damage as has been fully repaired and restored prior to the ordinary course date of businessthis Agreement, and (iii) which is disclosed each of the buildings, structures and improvements situated on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheetLeased Real Property are located within the required set back, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the side yard and other conditions and requirements imposed by applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding Law with respect to any Parent Owned Real Propertysuch buildings, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectstructures and improvements. (bvi) Except as would not reasonably be expected to haveThe Leased Real Property is supplied with utilities (including without limitation water, individually or in the aggregatesewage, a Parent Material Adverse Effectdisposal, (ielectricity, gas and telephone) each material lease, sublease and other agreement under which Parent services necessary for the operation of such Leased Real Property as currently operated. (vii) Other than Seller, no Person will be leasing, using or occupying any portion of its Subsidiaries uses or occupies or the land, property, structures, fixtures and improvements covered by the Lease as of the Closing Date. (viii) Seller has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as quiet enjoyment of the date hereof (the “Parent Leased Real Property”Property for the full term of the Lease (and any renewal option related thereto), is valid, binding and in full force and effect, except that (A) enforcement may be subject Buyer will continue to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ have such rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion upon consummation of the court before which any proceeding therefor may be brought and (ii) no uncured default transactions contemplated hereby conditioned on consent of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect and on Buyer after the Closing Date continuing to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to fulfill all the terms of the leaseLease, sublease and the leasehold or other agreement applicable thereto, interest of Seller in the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted LiensProperty is not subject to any Lien.

Real Property. (a) With respect The Disclosure Schedule sets forth a complete list and the location of all Real Property, indicating whether each such property is (i) owned or leased by any Warranted Subsidiary and (ii) subject to any Encumbrances. True and complete copies of all deeds, title registration certificates, title insurance policies and surveys relating to the real property owned by Parent Real Property (as relevant) and all documents evidencing all Encumbrances upon the Real Property have heretofore been made available to Purchaser. There are no proceedings, claims, disputes or conditions affecting any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Owned Real Property”), except as Property that would not reasonably be expected to have, individually or materially interfere with the ownership and use of such Real Property in the aggregatebusiness of the JVCo Group in a manner consistent with such ownership and use prior to the date hereof. Neither the whole nor any portion of the Real Property nor any other assets of any Warranted Subsidiary is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor has any such condemnation, expropriation or taking been proposed or, to the Knowledge of the Shareholders, threatened. No Warranted Subsidiary is a Parent Material Adverse Effectparty to any lease, either Parent assignment or similar arrangement under which any Warranted Subsidiary is a Parent lessor, assignor or otherwise makes available for use by any third party any portion of Real Property. (b) Each Warranted Subsidiary has good obtained all appropriate certificates of occupancy, licenses, easements and valid title rights of way, including proofs of dedication, required to use and operate the Real Property in the manner in which the Real Property is currently being used and operated. Each Warranted Subsidiary has all approvals, permits and licenses (including any and all environmental permits and all timber management, harvesting, transport and other appropriate permits and licenses) necessary to own or operate the Real Property as currently owned and operated; and no such Parent Owned approvals, permits or licenses will be required, as a result of the Transaction or the Restructuring, to be issued after the date hereof in order to permit Warranted Subsidiaries, following the Closing, to continue to own or operate the Real Property, free and clear of all LiensProperty in the same manner as heretofore, other than any such Lien (i) for Taxes approvals, permits or governmental assessments, charges or claims of payment not yet licenses that are ministerial in nature and are normally issued in due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in course upon application therefore without further action by the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectapplicant. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent Leased Real Property”), is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted Liens.

Real Property. (a) With respect to the real property owned by Parent or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as Section 5.27(a) of the date hereof Buyer’s Disclosure Schedules sets forth a list of all owned real properties that are material to any Buyer Party (such property collectively, the “Parent Buyer Owned Real PropertyProperties”), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary . The applicable Buyer Party has good and valid marketable title to such Parent each Buyer Owned Real Property, free and clear of all Liensany mortgages, other than liens, pledges, charges and encumbrances of any nature whatsoever, with such Lien exceptions that (i) for Taxes are not material and do not interfere with the use made of such real property by the applicable Buyer Party, or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is would not result in a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date Buyer Material Adverse Effect. None of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected Buyer Parties has received any written notice regarding, and, to materially impair the continued use Knowledge of the applicable property for the purposes for which the property is currently being used (Buyer Parties, there has not been threatened any such Lien described in any of clauses (i) through (v)pending condemnation, “Parent Permitted Lien”). As of the date hereofeminent domain, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation compulsory relocation or similar proceeding with respect to all or a portion of any Parent Buyer Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected Section 5.27(b) of the Buyer’s Disclosure Schedules sets forth a list of all leased, subleased or licensed real properties that are material to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which any of Buyer Ultimate Parent or any of its Subsidiaries uses Controlled Affiliates (“Buyer Material Leases”). Each parcel of real property in which any of Buyer Ultimate Parent or occupies any of its Controlled Affiliates has an interest (including lease, sublease, license, or occupation) is held under a valid, subsisting and enforceable lease, sublease, license, land use certificate, or other Contract, as applicable, by the Buyer Ultimate Parent or its applicable Controlled Affiliate with such exceptions that are (i) not material and do not interfere with the use made of such real property by Buyer Ultimate Parent or its applicable Controlled Affiliate, or (ii) would not have resulted in a Buyer Material Adverse Effect. True and correct copies of Buyer Material Leases have been delivered or made available to Seller Parent, together with any amendments, modifications or supplements thereto. Except as provided in Section 5.27(b) of the Buyer’s Disclosure Schedules, consummation of the transactions contemplated by this Agreement will not result in a breach of, or default under, any Buyer Material Lease, and will not result in the payment by any Buyer Party to any lessor or other third party of any change in control or other similar fees. None of the Buyer Parties or any of their Affiliates has received any written communication from the right landlord or lessor under any of the Buyer Material Leases claiming that it is in breach of its obligations under such leases, except for written communications claiming breaches that would not have a Buyer Material Adverse Effect. None of the Buyer Parties has received any written notice regarding, and, to use the Knowledge of the Buyer Parties, there has not been threatened any pending condemnation, eminent domain, compulsory relocation or occupy similar proceeding with respect to all or a portion of any real property leased, subleased, licensed or otherwise occupied by Buyer Ultimate Parent or any of its Controlled Affiliates. (c) The Buyer Owned Real Properties and the Buyer Material Leases constitute all material real property at which properties owned, leased, subleased, licensed or otherwise used in the material operations operation of the business of Buyer Ultimate Parent and its Subsidiaries are conducted as of the date hereof (the “Parent Leased Real Property”), is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted LiensControlled Affiliates.

Real Property. Seller owns no real property other than as set forth on Schedule 6.20 and is not contractually obligated to purchase any real property that would constitute an Acquired Asset. (a) With respect to the real property owned by Parent or any Subsidiary at which the material operations of Parent Schedule 6.20(a) contains a complete and the Parent Subsidiaries are conducted as accurate list of the date hereof (such property collectively, the “Parent Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien following: (i) for Taxes all leases or governmental assessmentslicenses of real property and interests in real property and the buildings, charges structures and improvements thereon, including the Office Leases (the “Leased Property”) pursuant to which Seller is the lessee or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, licensee; (ii) which is a carriers’all contracts or options (and all amendments, warehousemen’sextensions and modifications thereto) held by Seller, mechanics’or contractual obligations (and all amendments, materialmen’sextensions and modifications thereto) on the part of Seller, repairmen’s to purchase, acquire or other similar Lien arising lease any interest in the ordinary course of business, real property; and (iii) which is disclosed all contracts or options (and all amendments, extensions and modifications thereto) granted by Seller, or contractual obligations (and all amendments, extensions and modifications thereto) on the most recent consolidated balance sheet part of Parent Seller, to sell or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice dispose of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or interest in the aggregate, a Parent Material Adverse Effectreal property. (b) Except The Facilities are sufficient for the conduct of the Business as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or it is now being conducted. Seller has the right under valid and existing leases or other agreements to occupy and use or occupy any material real property at all Leased Property which it uses in the material operations of Parent and its Subsidiaries are conducted as conduct of the date hereof Business. To Seller’s Knowledge, neither the whole nor any portion of the Facilities has been condemned, requisitioned or otherwise taken by any Governmental Authority, and Seller has not received any written or, to Seller’s Knowledge, oral notice that any such condemnation, requisition or taking is threatened, which condemnation, requisition or taking would preclude or materially impair the current use thereof. All buildings, structures and appurtenances comprising any part of the Facilities that are currently being used in the conduct of the Business are in satisfactory condition and have been well maintained, normal wear and tear excepted. All Facilities have received all required Licenses (including a certificate of occupancy or other similar certificate permitting lawful occupancy of the “Parent Leased Real Property”)Facilities) and have been operated and maintained in accordance with Law. All Facilities are supplied with utilities (including water, sewage, disposal, electricity, gas and telephone) and other services necessary for the operation of such Facilities as currently operated. (c) Each Lease of a Facility is valid, binding and in full force and effect, except that (A) enforcement may be Seller is not in breach of or in default of its obligations under any such Lease, and to Seller’s Knowledge, no event has occurred which, with notice or lapse of time or both would constitute a breach or default or permit termination, modification or acceleration thereunder and no such Lease is subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium any Encumbrance or other similar Lawsrestriction that substantially impairs the use of the property to which it relates in the Business as now conducted. (d) Except as set forth on Schedule 6.20(d), now Seller has not received any written or, to Seller’s Knowledge, oral notice that it is in violation of any zoning, use, occupancy, building, wetlands or hereafter environmental regulation, ordinance or other applicable Law or requirement relating to the Facilities. Seller has not received notice of any, and, to the Knowledge of Seller, there is no threatened, eminent domain proceeding or proceeding to change or redefine the zoning classification with respect to the Facilities. (e) Seller and its Affiliates have obtained, have materially complied with, and are in material compliance with, all Licenses that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the Facilities and the operation of the Business. A list of all Licenses relating to Environmental, Health and Safety Requirements is set forth in Schedule 6.20(e). Such Licenses are in full force and effect, and there has been no breach or violation of any such Licenses. (f) Neither Seller nor its Affiliates has received any written or, to Seller’s Knowledge, oral notice report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements or any Liabilities, including any investigatory, remedial or corrective Liabilities, relating to creditors’ rights generally any of them or their facilities arising under Environmental, Health, and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted LiensSafety Requirements.

Real Property. (a) With respect to None of the Company or any of its Subsidiaries owns any real property owned by Parent or has any Subsidiary at which options or rights or obligations to purchase, rights of first refusal, rights of first negotiation or rights of first offer to purchase, any real property. (b) Section 3.9(b) of the material operations of Parent Company Disclosure Letter sets forth a complete and the Parent Subsidiaries are conducted accurate list as of the date hereof of this Agreement of all real property (such property collectively, the “Parent Owned Leased Real Property”) leased, subleased or licensed by the Company or any of its Subsidiaries (as lessor, sublessor or licensor, or lessee, sublessee or licensee, as the case may be) (all leases, subleases and sublicenses (including all amendments, modifications and extensions relating thereto) pursuant to which the Company or its Subsidiaries (and all of its sublessees and licensees) occupies the Leased Real Property, collectively, “Company Leases”, and all Company Leases indicated as “Material Company Leases” on Section 3.9(b) of the Company Disclosure Letter (collectively “Material Leases”), except ). Except as would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Parent Company Material Adverse Effect: (i) each Company Lease is a valid and binding obligation of the Company or one its Subsidiaries and is in full force and effect, either Parent and the Company or one of its Subsidiaries has a Parent Subsidiary has good and valid leasehold title to such Parent Owned Real Propertythereto, free and clear of all Liens, any Lien or Lien Instrument (other than any such Lien (i) for Taxes or governmental assessments, charges Lien Instrument which has been incurred by the owner of the fee title or claims holder of payment a superior leasehold interest of or in the real property and which does not yet due interfere with the use or operation of the property in the Business); and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’with respect to each Company Lease, warehousemen’sthe Company or one of its applicable Subsidiaries has performed each term, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course covenant and condition of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date each of the most recent consolidated balance sheet of Parent Company Leases that is to be performed by it. Neither the Company nor any Subsidiaries have received any written communication from, or (v) which would not reasonably be expected given any written communication to, any other party to materially impair the continued use of Company Lease or any lender, alleging that the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor Company or any of its Subsidiaries or such other party, as the case may be, is in default (or that an event has received notice occurred or circumstances exist that may (with notice, a lapse of time or both) constitute or result in such a default), and no such default exists on the part of the Company or any of its Subsidiaries (nor, to their Knowledge, does any default exist on the part of any pendingother party) or indicating that such party intends to cancel, and terminate or exercise any option to the knowledge of Parent there is no threatened, condemnation proceeding accelerate or recapture (A) under or with respect to any Parent Owned Real PropertyMaterial Lease, and (B) under or with respect to any other Company Leases except proceedings which would not reasonably be expected to havewhere the existence of such defaults, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as under any such other Company Lease does not and would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect. With respect to all Material Leases, all buildings, improvements and fixtures and equipment located within, on or under the Leased Real Property and used in the Business (iw) each are in good operating condition and repair (ordinary wear and tear excepted); and (x) are in material lease, sublease compliance with zoning and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right applicable land use regulations for their current uses. With respect to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent each Leased Real Property”)Property that is the subject of a Material Lease, each such property is valid, binding and fit for the continued use of such facilities in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and the manner appropriate for the purposes for which it is presently devoted. The Company has made available to the discretion Buyer true, complete and accurate copies of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent orall Company Leases, if applicable, its Subsidiary orand, to the knowledge Knowledge of Parentthe Company, the landlord thereunder exists there are no material oral agreements, promises or understandings with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted Liens.

Real Property. (a) With respect None of the Companies owns, and, to the Knowledge of Seller Parent, none of the Companies has ever owned, any direct, indirect or beneficial interest in real property owned by Parent or any Subsidiary at which the material operations of Parent property. Schedule 4.19(a) sets forth a correct and the Parent Subsidiaries are conducted complete listing, as of the date hereof (such property collectivelyhereof, of all real estate Leases currently in force and setting forth the address, the “Parent Owned Real Property”name of landlord, the name of the tenant, the rent, the term, the entity in possession of any sublease, the amount of security deposit, if any, whether the real property is used exclusively by the applicable Company or Seller or is shared with other businesses operated by any Seller or any Affiliates of any Seller for each Lease. Sellers have delivered to Buyer true and complete copies of each Lease (as amended or supplemented). Each Lease is legal, except as would valid, binding, in full force and effect, has not reasonably been modified or amended, and enforceable in accordance with its respective terms against any Company or their Affiliates party thereto and, to the Knowledge of Seller Parent, against the other parties thereto. (b) Each Lease grants the tenant under such Lease the exclusive right to use and occupy the premises and rights demised and intended to be expected to have, individually or demised thereunder. The tenant in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary each such Lease has good and valid title to the leasehold estate under such Parent Owned Real Property, Lease free and clear of all Liensany Encumbrances, other than obligations under such Lease and Permitted Encumbrances. Except as set forth in Schedule 4.19(b), the Companies and Sellers have the right to quiet enjoyment of all material property leased by any of them for the full term of each such Lien Lease (ior any renewal option) for Taxes or governmental assessmentsrelating thereto and have full right, charges or claims of payment not yet due power and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in authority to enter into and to consummate the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date transactions contemplated by each of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use Lease Agreements covering any of the applicable facilities or real property for the purposes for which the property that is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and also subject to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectLease. (bc) Except as would not reasonably be expected to haveSince January 1, individually or in the aggregate2008, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent none of Sellers or any Company has given or received any notification that disputes the computation of its Subsidiaries uses rents or occupies or has charges payable pursuant to the right to use or occupy Leases and there are no pending unresolved material disputes with any material real property at which the material operations of Parent and its Subsidiaries are conducted as landlord under such Leases. None of the date hereof (the “Parent Leased Real Property”)Companies or, is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion Knowledge of Seller Parent, any other Person is in default under any Lease, and no event has occurred or condition exists which, with the court before which any proceeding therefor may be brought and (ii) no uncured giving of notice or the lapse of time or both, would constitute a default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, any Company or would entitle the landlord thereunder exists with respect to terminate the Lease. (d) Other than as disclosed in Schedule 4.19(d), there are no subtenants occupying any portion of the Leased Real Properties, and except for any Company, no other person or entity has any right to occupy or possess any portion of the Leased Real Properties. None of Sellers’ or any Company’s interest in any of the Leased Real Properties has been pledged, assigned, hypothecated, mortgaged, or otherwise subject to any Parent Encumbrance other than Permitted Encumbrances. (e) No written waiver, indulgence or postponement of the applicable landlord’s obligations under any Lease has been granted by Sellers or any Company. No Company is entitled to any free rent or similar concession and no rent has been prepaid for more than one month in advance and no Company is entitled to any refund of any rent or other sums heretofore paid to any landlord. (f) No construction, alteration, decoration or other work due to be performed by any Company or any landlord pursuant to any Lease remains to be performed thereunder and all construction allowances to be paid to any Company or any other sums to be paid to outside contractors or other third parties for work performed at any of the Leased Real Property. Except as would not reasonably be expected to haveProperties has been paid in full. (g) No Company has vacated or abandoned any of the Leased Real Properties, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each given notice of its Subsidiaries intent to do the same. No Company has a good and valid leasehold interest in the right or contractual right option to use purchase or occupy, subject to the terms otherwise acquire any of the lease, sublease or other agreement applicable thereto, the Parent Leased Real PropertyProperties. No Company has given notice to any landlord indicating that it will or will not exercise any extension or renewal option, free and clear or any right or option to purchase any of all Liens, except for Parent Permitted Liensthe Leased Real Properties or any portion thereof.

Real Property. (ai) With respect to Schedule A of the ALSC 2017 Annual Statement lists all real property owned by Parent or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Owned Real Property”), except as would not reasonably be expected to have, individually or in ) owned by ALSC. ALSC owns the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, Property free and clear of all Liensany right of any third party to sell, other than any such Lien (i) for Taxes convey or governmental assessments, charges or claims otherwise dispose of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, the same. Borrower owns no Real Property. (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date Schedule A of the most recent consolidated balance sheet ALSC 2017 Annual Statement lists and describes briefly all real property leased or subleased to Borrower or ALSC. Borrower has delivered or made available to Lender correct and complete copies of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”)said leases and subleases. As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with With respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.each material lease and sublease above: (bA) Except as would not reasonably be expected to havethe lease or sublease is legal, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent Leased Real Property”), is valid, binding binding, enforceable and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter effect in effect, relating to creditors’ rights generally and all material respects; (B) equitable remedies of specific performance Neither Borrower nor ALSC is, and injunctive and have no Knowledge that any other forms of equitable relief may be subject to equitable defenses and party to the discretion lease or sublease is, in material breach or default, and neither Borrower nor ALSC has any Knowledge that any event has occurred which, with notice or lapse of time, would constitute a material breach or default or permit termination, modification or acceleration thereunder; (C) Neither Borrower nor ALSC has, and neither Borrower nor ALSC has Knowledge that any other party to the court before which lease or sublease has, repudiated any proceeding therefor may be brought material provision thereof; (D) there are no material disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (E) Neither Borrower nor ALSC has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; and (F) all facilities leased or subleased thereunder have received all approvals of (i) Governmental Entities (including material licenses and permits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable Laws, rules and regulations in all material respects and (ii) no uncured default any third-parties with private rights to limit or regulate the use of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted Liensoperation thereof.

Real Property. (a) With respect No MDL Group Company owns any real property. Schedule 2.6(a)(i) sets forth a list of all real property leased by any MDL Group Company or any Seller which is used primarily in connection with the Business (the “Leased Premises”). Schedule 2.6(a)(ii) contains a list of certain other premises which are owned or leased by one or more Sellers in connection with operations unrelated to the real property owned Business but partially utilized by Parent or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as of the date hereof MDL Group Companies under an arrangement with such Sellers (such property collectively, the “Parent Owned Real PropertyTemporary Use Premises”). Sellers have made available to Buyer true, correct and complete copies of all leases relating to the Leased Premises (the “Leases”), except which Leases are in full force and effect and have not been amended or modified. Other than as would not reasonably be expected to haveset forth on Schedule 2.6(a)(iii), individually no MDL Group Company or in the aggregateSeller has entered into any material sublease, a Parent Material Adverse Effectlicense, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Propertyoption, free and clear of all Liensright, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s concession or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent agreement or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect arrangement granting to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has person the right to use or occupy such Leased Premises or any material real property at which portion thereof or interest therein. (b) The applicable Seller or MDL Group Company, as the material operations of Parent case may be, has a valid leasehold interest in all Leased Premises. With respect to each Lease, (i) such Lease is a valid and its Subsidiaries are conducted as binding obligation of the date hereof (the “Parent Leased Real Property”)applicable Seller or its applicable Subsidiary and, to Sellers’ knowledge, each other party to such Lease, and is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on neither the part of Parent or, if applicable, its Subsidiary orapplicable Seller nor MDL Group Company nor, to the knowledge of ParentSellers’ knowledge, the landlord thereunder exists with respect any other party to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually Lease is in material breach or material default in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to any respect under the terms of such Lease and, to Sellers’ knowledge, no event has occurred which, with notice or lapse of time or both, would constitute a material breach or material default or permit termination, modification or acceleration thereunder, (iii) neither the leaseapplicable Seller nor MDL Group Company has assigned, sublease transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold of any Lease, and (iv) no Seller nor any MDL Group Company has received any written notice that any Leased Premises is subject to any order to be sold, condemned, expropriated or otherwise taken by any Governmental Entity, with or without payment of compensation therefor, and, to Sellers’ knowledge, no such sale, condemnation, expropriation or taking has been threatened. (c) Schedule 2.6(c) sets forth each Lease requiring a consent or other agreement applicable theretoaction by any Person as a result of the execution, the Parent Leased Real Property, free delivery and clear performance of all Liens, except for Parent Permitted Liensthis Agreement.

Real Property. (a) All Leases and other agreements that are included in the Assets pursuant to which Seller leases or otherwise occupies real property as a tenant, are set forth in Schedule 2.1(a)-1 and all Subleases and other agreements that are included in the Assets pursuant to which Seller subleases any real property as lessor or sublessor are set forth on Schedule 2.1(a)-2. True copies of the Leases and Subleases have previously been delivered to Buyer or will be delivered to Buyer within 2 Business Days after the date hereof. With respect to the real property owned by Parent or any Subsidiary at which the material operations of Parent each Lease and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Owned Real Property”)Sublease, except as set forth in Schedule 3.10(a), (i) each Lease and Sublease may be assigned by Seller to Buyer, (ii) each Lease and Sublease is in full force and effect and constitutes a valid and binding obligation of Seller and, to Seller's Knowledge, the other parties thereto, (iii) Seller has not received any notice from the other party to any Lease or Sublease of the termination thereof, (iv) there is no material default or event which, with notice or lapse of time or both, would not reasonably be expected constitute a material default on the part of Seller (or, to Seller's Knowledge, on the part of any other party thereto) and (v) subject to the receipt of applicable Required Consents, Seller has, and immediately after the Closing Retail Sub will have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to the leasehold estates in each parcel of Leased Real Property that is the subject of each such Parent Owned Real PropertyLease, free and clear of any Lien, except for Permitted Liens and Liens created by, or arising as a result of the ownership of the Assets by, Retail Sub. (b) Schedule 2.1(a)-3 contains an accurate and complete list of all real property owned by Seller and used primarily in, or necessary to the operation of, the Business as currently conducted (other than the Excluded Assets). Legal descriptions of the Real Properties, to the extent available, will be delivered to Buyer within ten Business Days after the date hereof. Seller has, and immediately after the Closing Retail Sub will have, good, fee simple title to all Owned Real Property free and clear of any Liens, other than any such Lien except for Permitted Liens. (ic) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor except as set forth on Schedule 3.10(c), there is no pending or, to Seller's Knowledge, threatened condemnation, expropriation, eminent domain or similar proceeding affecting all or any part of its Subsidiaries the Premises, and Seller has not received any written notice of any pending, and to of the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectsame. (bd) Except as would not reasonably be expected to have, individually or in materially impair the aggregate, a Parent Material Adverse Effectoperation of any Retail Store, (i) each material leaseall Premises and all buildings, sublease structures, fixtures and improvements thereon conform, including usage by Seller, with all applicable contractual requirements and building, zoning, subdivision, land use, fire and other agreement under which Parent Laws pertaining to or any of its Subsidiaries uses or occupies or has the right to use or occupy any material affecting real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent Leased Real Property”)property, is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) there are no uncured default persons in possession of a material nature on any of the Real Property other than Seller and other than tenants under the Subleases, (iii) no building or other improvement which is part of Parent orany of the Real Property encroaches, if applicablein any respect, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists upon any property owned by any adjacent landowner or upon any real property interest held by any other person with respect to any Parent Leased of the Real Property (including easements on the Real Property. Except as would not reasonably be expected to have, individually ) or in upon any setback lines or similar restrictions and no asset of any other person encroaches upon the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free (iv) all water, sewer, gas, electricity, telephone and clear other utilities serving the Real Property are supplied directly to the Real Property by facilities of all Lienspublic utilities and are adequate for the conduct of the Business and (v) each parcel of Real Property abuts on and has direct vehicular access to a public road, except for Parent Permitted Liensor has limited access to a public road via a permanent irrevocable, appurtenant easement benefitting such parcel, and access to such Real Property is provided by paved public rights-of-way with adequate curb cuts available.

Real Property. (a) With respect to the each material real property owned by Parent or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) either Parent or a Subsidiary of Parent Subsidiary has good marketable and valid insurable fee simple title to such Parent Owned Real Property, free and clear of all Liens, Liens other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due Parent Permitted Liens and payable, being contested in good faith or for which adequate accruals or reserves have been establishedPermitted Encumbrances, (ii) which is a carriers’there are no leases, warehousemen’ssubleases, mechanics’licenses, materialmen’s, repairmen’s rights or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date agreements affecting any portion of the most recent consolidated balance sheet of Parent or (v) which Owned Real Property that would not reasonably be expected to materially impair adversely affect the continued existing use of the applicable property for Parent Owned Real Property by Parent in the purposes for which operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Parent Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the property is currently being used (any such Lien described existing use of the Parent Owned Real Property by Parent in any the operation of clauses (i) through (v), “Parent Permitted Lien”)its business thereon. As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement (collectively, the “Parent Real Property Leases”) under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Parent Leased Real Property”) at which the material operations of Parent and or any of its Subsidiaries are conducted as of the date hereof (the “Parent Leased Real Property”)hereof, is valid, binding and in full force and effect, except (ii) neither Parent nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any Person the right to use or occupy a material portion of a Parent Leased Real Property that (A) enforcement may would reasonably be subject expected to applicable bankruptcyadversely affect the existing use of the Parent Leased Real Property by Parent in the operation of its business thereon, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (iiiii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder thereunder, exists with respect to under any Parent Leased Real PropertyProperty Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both would constitute a material breach or default under a Parent Real Property Lease. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupyinterest, subject to the terms of the leaseParent Real Property Leases, sublease or other agreement applicable thereto, the in each parcel of Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted LiensLiens and Permitted Encumbrances. As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of Parent, there is no threatened, condemnation proceeding with respect to any Parent Leased Real Property, except such proceeding which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Real Property. (a) With respect to the real property owned by Parent or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (ia) Parent and its Subsidiaries have good, valid and defensible title to all real property owned by Parent or any of its Subsidiaries (collectively, the “Parent Owned Real Property”) and valid leasehold estates in all real property leased or subleased or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by Parent or any Subsidiary of Parent that is material to Parent and its Subsidiaries taken as a whole (collectively, including the improvements thereon, the “Parent Material Leased Real Property”) free and clear of all Encumbrances and defects and imperfections, except Permitted Encumbrances, (b) each material lease, sublease and other agreement under which Parent or any Subsidiary of its Subsidiaries uses Parent is the landlord, sublandlord, tenant, subtenant, or occupies or has occupant with respect to the right Parent Material Leased Real Property (each, a “Parent Material Real Property Lease”) is, to use or occupy any material real property at which the material operations knowledge of Parent and its Subsidiaries, in full force and effect and is valid and enforceable against the parties thereto, in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither Parent nor any of its Subsidiaries, or to the knowledge of Parent, any other party thereto, has received written notice of any default by the Parent or its Subsidiaries are conducted under any Parent Material Real Property Lease that remains uncured as of the date hereof (the “Parent Leased Real Property”)of this Agreement, is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (Bc) equitable remedies as of specific performance and injunctive and other forms the date of equitable relief may be subject to equitable defenses and this Agreement, to the discretion knowledge of the court before which Parent, there does not exist any proceeding therefor may be brought and (ii) no notice or request from any Governmental Entity delivered to the Parent or its Subsidiaries requiring any construction work or alterations to cure any violation of applicable Law by the Parent or any of its Subsidiaries that remains uncured default as of a material nature on the part date of Parent orthis Agreement nor, if applicable, its Subsidiary any pending or, to the knowledge of Parent, threatened, condemnation or eminent domain Proceedings that affect any of the landlord thereunder exists with respect to any Parent Owned Real Property or the Parent Material Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted Liens.

Real Property. (a) With Schedule 3.12(a) of the Disclosure Schedules lists the street address of each parcel of Leased Real Property that is currently leased by the Seller and the identity of the lessor of each such parcel of Leased Real Property. The Seller has a valid leasehold estate in all Leased Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. All leases in respect of the Leased Real Property are in full force and effect, the Seller has not received any written notice of a breach of default thereunder, and to the real property owned by Parent or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as Knowledge of the date hereof (such property collectivelySeller, the “Parent Owned Real Property”)no event has occurred that, with notice or lapse of time or both, would constitute a breach or default thereunder, except as for any such breaches or defaults that would not reasonably be expected to havenot, individually or in the aggregate, a Parent reasonably be expected to have Material Adverse Effect, either Parent or a Parent Subsidiary . (b) The Seller has good and valid marketable fee simple title to such Parent each parcel of Owned Real Property, free and clear of all LiensEncumbrances, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”)Encumbrances. As of the date hereofClosing, neither Parent nor except as set forth on Schedule 3.12(b) of the Disclosure Schedules, there are no binding leases or occupancy agreements which entitle any party to occupy all or any portion of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property. No condemnation or eminent domain proceeding is pending or, except proceedings which would not reasonably be expected to havethe Knowledge of the Seller, individually or threatened in the aggregatewriting, a Parent Material Adverse Effectagainst any part of any Owned Real Property. (bc) Except as would not reasonably be expected to haveTo the Seller’s Knowledge, individually or in none of the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent Owned Real Property or any improvement thereon is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any Governmental Authority with or without payment of its Subsidiaries uses compensation therefor, nor has the Seller received written notice that any such condemnation, expropriation or occupies taking is currently proposed or pending. The Seller has not leased or otherwise granted to any person the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof Owned Real Property that remains in effect. (d) To the “Parent Leased Seller’s Knowledge, all improvements on the Owned Real Property”), is valid, binding and Property conform in full force and effect, except that (A) enforcement may be subject all material respects to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws and the Seller has not received any written notice of any violation of such Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted Liens.

Real Property. (a) With respect to None of the Acquired Entities owns any real property owned by Parent (whether beneficially or any Subsidiary at which the material operations of Parent record). (b) Schedule 6.13(b) lists all surface leases (and the Parent Subsidiaries are conducted as lands covered thereby) pursuant to which any Acquired Entity leases real property with a book or market value in excess of the date hereof $50,000 (all such property listed leases collectively, the “Parent Owned Real PropertyScheduled Leases”), except together with a general description of any material improvements located thereon, in each case specifying the name of the lessor, lessee, sublessor or sublessee and the date and term of each lease. A true and complete copy of each of the Scheduled Leases, as would not reasonably be expected amended to havedate, individually has been made available to Acquirer. The Person identified on Schedule 6.13(b) as the lessee or in sublessee under any particular Scheduled Lease is the aggregate, a Parent Material Adverse Effect, either Parent lessee or a Parent Subsidiary has good succeeded to the rights of the lessee under such Scheduled Lease and valid title owns the leasehold interest created pursuant to such Parent Owned Real Property, lease free and clear of all Liens except Permitted Liens. Each Scheduled Lease is in full force and effect and, to the Knowledge of any Contributor, constitutes a binding obligation of each landlord, lessor or sublessor thereunder, enforceable against such landlord, lessor or sublessor in accordance with its terms subject to Creditors’ Rights. No event has occurred that constitutes, or that with the giving of notice or the passage of time or both would constitute, a default under any Scheduled Lease by any Acquired Entity or, to the Knowledge of any Contributor, by any other party to any Scheduled Lease or would permit termination, modification or, to the Knowledge of any Contributor, acceleration thereof by any party thereto other than an Acquired Entity. Each Person identified on Schedule 6.13(b) as the lessee or sublessee under any particular Scheduled Lease either owns the improvements located on the lands covered by such lease or validly occupies such improvements in accordance with the terms of such lease free and clear of all Liens except Permitted Liens or except as otherwise described on Schedule 6.13(b). (c) Except as set forth on Schedule 6.13(c), the real property leased pursuant to the Scheduled Leases constitutes all of the real property (“Real Property”) which has been used in connection with the ownership and operations of the business of the Acquired Entities since December 31, 2011. Except as set forth on Schedule 6.13(b), other than the Acquired Entities, there are no parties in possession of any portion of any Real Property as lessees, subtenants or tenants at sufferance. The Acquired Entities have full right and authority to use and operate all of the improvements located on the Real Property, subject to applicable Laws and Permitted Liens. Such improvements are being used, occupied and maintained in all material respects by the Acquired Entities in accordance with all applicable easements, Contracts, permits, insurance requirements, restrictions, building setback lines, covenants and reservations. There is no pending or, to the Knowledge of any Contributor, threatened condemnation, eminent domain or similar proceeding or special assessment affecting any of the Real Property, nor has any Contributor or any Acquired Entity received written notification that any such Lien proceeding or assessment is contemplated. Except as set forth on Schedule 6.13(c), to the Knowledge of any Contributor, the improvements located on the Real Property (ithe “Facilities”) for Taxes or governmental assessments, charges or claims of payment not yet due are free from material structural and payable, being contested in good faith or for which adequate accruals or reserves mechanical defects (including roofs) and have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred used by Acquired Entities in the ordinary course of business since the date and remain as of the most recent consolidated balance sheet Closing Date in suitable and adequate condition for such continued use. The Acquired Entities have not deferred maintenance of Parent or (v) which would not reasonably be expected the Facilities in contemplation of the transactions contemplated by this Agreement. All of the Real Property has direct access to materially impair public roads without the continued use of any easement, license or right of way. (d) Contributors have made available to Acquirer true and complete copies of all deeds, leases, title opinions, title insurance policies and surveys in the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As possession of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and Acquired Entities that relate to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to havetogether with copies of all reports of any engineers, individually environmental consultants or other consultants in the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected possession of the Acquired Entities relating to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent Leased Real Property”), is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted Liens.

Real Property. (a) With respect DENTSPLY or its Subsidiaries, as the case may be, holds good, valid, legal and marketable fee title to the real property owned by Parent or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent DENTSPLY Owned Real Property”), free and clear of all Liens, except for Permitted Liens. (b) DENTSPLY or its Subsidiaries, as the case may be, has a valid and subsisting leasehold or subleasehold interest in the DENTSPLY Leased Real Property free and clear of all Liens, except for Permitted Liens. (c) The DENTSPLY Owned Real Property and the DENTSPLY Leased Real Property are referred to collectively herein as the “DENTSPLY Real Property.” The DENTSPLY Real Property constitutes all real property necessary for the conduct of the business of DENTSPLY and its Subsidiaries, taken as a whole, as currently conducted. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent DENTSPLY Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent DENTSPLY nor any of its Subsidiaries has received written notice of any Proceedings in eminent domain, condemnation or other similar Proceedings that are pending, and to the knowledge of Parent DENTSPLY’s Knowledge there is are no such Proceedings threatened, condemnation proceeding with respect affecting any portion of the DENTSPLY Real Property and neither DENTSPLY nor any of its Subsidiaries has received written notice of the existence of any Order or of any pending Proceeding relating to the ownership, lease, use, occupancy or operation by any Person of the DENTSPLY Real Property. Neither DENTSPLY nor any of its Subsidiaries has leased, subleased, licensed or otherwise granted any Person a material right to use or occupy any of the material DENTSPLY Real Property or any material portion thereof. Neither DENTSPLY nor any of its Subsidiaries has granted any option or other right to any Parent Owned third party to purchase any of the material DENTSPLY Real Property, except proceedings which Property or any material portion thereof. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent DENTSPLY Material Adverse Effect, (i) each material lease, sublease DENTSPLY Real Property and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent all buildings and its Subsidiaries are conducted as of the date hereof (the “Parent Leased Real Property”), is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature improvements located on the part DENTSPLY Real Property are in a state of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupyoperating condition, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free reasonable wear and clear of all Liens, except for Parent Permitted Lienstear.

Real Property. (a) Section 3.11(a) of the Disclosure Schedule sets forth a true, correct and complete list of all leases, subleases, licenses, sublicenses and other occupancy agreements, together with any amendments, modifications, supplements and guarantees relating thereto, under which the Seller or any of its Subsidiaries leases, subleases, licenses, uses or otherwise occupies any real property primarily held for use by the Business, including, for the avoidance of doubt, the Headquarters Lease (each, a “Leased Real Property,” and such leases, subleases, licenses, sublicenses and occupancy agreements, together with any amendments, modifications, supplements and guarantees relating thereto, the “Real Property Leases”). (b) The Seller or one of its Subsidiaries has a valid leasehold, subleasehold, license or similar interest in each Leased Real Property, free and clear of all Liens except for Permitted Liens. No Real Property Lease is subject to any material defenses, setoffs or counterclaims, and no material obligations of any landlords or sublandlords thereunder are delinquent. Either the Seller or one of its Subsidiaries, as applicable, has performed all material obligations required to be performed by it to date under each Real Property Lease. With respect to each Leased Real Property, neither the Seller nor any of its Subsidiaries has subleased, licensed, sublicensed or otherwise granted anyone a right to use or occupy such Leased Real Property or any material portion thereof. Neither the Seller nor any of its Subsidiaries is (and, to the Seller’s Knowledge, no other party thereto is) in material default under any Real Property Lease. No written notice of any material default under any Real Property Lease, which default remains uncured, has been sent or received by the Seller or any of its Subsidiaries. To the Seller’s Knowledge, no conditions or circumstances exist which, with the lapse of time or the giving of notice, or both, would constitute a material default or breach under any Real Property Lease. Each Real Property Lease is in full force and effect, and is the valid, binding and enforceable obligation of the Seller or one of its Subsidiaries in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). To the Seller’s Knowledge, no portion of the Leased Real Property is subject to any pending condemnation or eminent domain proceeding by any Governmental Authority and there is no threatened condemnation or eminent domain action with respect thereto. (c) All improvements located on the Leased Real Property and the Owned Real Property (as defined below) are in sufficiently good condition and repair (ordinary wear and tear excepted) to allow the Business to be operated in all material respects in the ordinary course of business as currently operated and as presently proposed to be operated. To the Seller’s Knowledge, no fact or condition exists which could result in the termination or reduction (other than to a de minimis extent) of the current access from the Leased Real Property or the Owned Real Property to existing roads or to sewer or other utility services presently serving such Leased Real Property and the Owned Real Property that would materially impact the use of the Leased Real Property or the Owned Real Property, as applicable. Each Owned Real Property and Leased Real Property is suitable for its current use, and no other real property is being used or is otherwise reasonably required to operate the Business as currently conducted. The Seller or one of its Subsidiaries has exclusive possession of each parcel of Owned Real Property and Leased Real Property, other than any occupancy rights granted to third-party owners, tenants or licensees pursuant to agreements with respect to such real property entered in the ordinary course of business and set forth on Section 3.11(a) or Section 3.11(d) of the Disclosure Schedule. There are no third party contracts in effect to which any of the Seller or its Subsidiaries is a party for the performance any material repairs, work, and/or capital improvements at any Owned Real Property or Leased Real Property, and there is currently no ongoing construction work in, on, or about any Owned Real Property or Leased Real Property other than normal, immaterial maintenance and repairs being performed in the ordinary course of business. There are no leasing commissions due from the Seller or any of its Subsidiaries with respect to any Owned Real Property or Leased Real Property. (d) Section 3.11(d) of the Disclosure Schedule list all real property owned by Parent the Seller or any Subsidiary at which one of its Subsidiaries and held for use by the material operations of Parent and the Parent Subsidiaries are conducted as of the date hereof Business (such property collectively, the “Parent Owned Real Property”), except as would not reasonably be expected to have, individually . The Seller or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary one of its Subsidiaries has good and valid title to such Parent the Owned Real Property, free and clear of all Liens except for Permitted Liens. The Seller or one of its Subsidiaries has exclusive possession of each parcel of Owned Real Property, other than any occupancy rights granted to third-party owners, tenants or licensees pursuant to agreements with respect to such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising real property entered in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date . No portion of the most recent consolidated balance sheet Owned Real Property is subject to any pending condemnation or eminent domain proceeding by any Governmental Authority and, to the Seller’s Knowledge, there is no threatened condemnation or eminent domain action with respect thereto. There are no options, first refusal, first offer or first opportunity rights or other similar rights with respect to any portion of Parent the Owned Real Property. There are no tax reduction proceedings pending with respect to all or (v) which any portion of the Owned Real Property. To the Seller’s Knowledge, except as would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses have a Material Adverse Effect, (i) through there is no existing breach or default by any party under any easements or restrictive covenants affecting the Owned Real Property which breach or default has not yet been cured, (v), “Parent Permitted Lien”). As of ii) neither the date hereof, neither Parent Seller nor any of its Subsidiaries has received written notice of any pendingdefault under any easements or restrictive covenants affecting the Owned Real Property which default has not yet been cured, and to (iii) there does not exist any condition or event that with the knowledge lapse of Parent there is no threatenedtime or the giving of notice, condemnation proceeding with respect to or both, would constitute such a breach or default under any Parent easements or restrictive covenants affecting the Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent Leased Real Property”), is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted Liens.

Real Property. (a) With respect to the real property owned by Parent or any Subsidiary at which the material operations each parcel of Parent and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Xxxxxxx Owned Real Property”), except as would not reasonably be expected to have, individually Property or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent CBS Owned Real Property, free as applicable, the acquiring party may obtain customary owner’s title commitments and clear of current surveys, all Liensat the acquiring party’s expense, other than prior to Closing. The conveying party shall provide the acquiring party access to the applicable owned real property to perform such surveys, provided that such surveys are conducted during normal business hours upon reasonable prior notice to the conveying party. (b) If any such Lien title commitment or survey discloses either that (i) for Taxes any facilities or governmental assessmentsimprovements of others encroach upon the Xxxxxxx Owned Real Property or CBS Owned Real Property, charges as applicable, or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is any facilities or improvements on the Xxxxxxx Owned Real Property or CBS Owned Real Property, as applicable, encroach upon adjacent real property, in either case in any material respect (in either case, an “Encroachment”), then the acquiring party shall provide a carriers’copy thereof to the conveying party and: except as set forth below, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising the conveying party shall remediate such Encroachment in all material respects in the ordinary course of business; and if such remediation is not completed prior to Closing, then the parties shall proceed to Closing (iiiwith the conveying party’s representations and warranties deemed modified to take into account any such condition) which is disclosed on and the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on conveying party shall remediate such balance sheetEncroachment in all material respects after Closing (and the acquiring party will provide access and any other reasonable assistance requested with respect to such obligation). (c) Notwithstanding anything herein to the contrary, (iv) which was incurred if the reasonably estimated cost to remedy any such Encroachments in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding aggregate with respect to any Parent Owned Real Propertysingle property exceeds the Threshold Amount, except proceedings then within 10 business days of receipt of written notice of such Encroachments from the acquiring party, the conveying party shall notify the acquiring party of its election either to (i) remediate such Encroachments in all material respects or (ii) not remediate such Encroachments in all material respects, in which would event the acquiring party may terminate this Agreement on written notice to the conveying party. If the acquiring party does not reasonably elect to terminate this Agreement, then the conveying party shall pay the remediation costs up to the Threshold Amount for such property, but shall not be expected otherwise liable to havethe acquiring party under this Agreement for such Encroachments, individually whether under this Section or in the aggregate, a Parent Material Adverse Effectindemnification provisions or otherwise under any law. (bd) Except as would All Encroachments that are not reasonably be expected known to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of conveying party on the date hereof (of this Agreement shall be deemed an exception to the “Parent Leased Real Property”)conveying party’s representations and warranties in Section 2.7 or 3.7, is validas applicable, binding and but any such exception does not limit the conveying party’s obligations under this Section 5.11, which shall survive Closing in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium effect until performed in full. This Section 5.11 sets forth the acquiring party’s sole remedy if a title commitment or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted Lienssurvey discloses an Encroachment.

Real Property. (a) With respect to Section 4.13(a) of the Disclosure Schedules sets forth each parcel of real property owned leased by Parent Seller and used in or any Subsidiary at which necessary for the material operations of Parent and the Parent Subsidiaries are conducted as conduct of the date hereof Business as currently conducted (such property together with all right, title and interest of Seller in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Parent Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which Seller holds any Leased Real Property (collectively, the “Leases”). Seller has delivered to Buyer a true and complete copy of each Lease. With respect to each Lease: (i) such Lease is valid, binding binding, enforceable and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance Seller enjoys peaceful and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion undisturbed possession of the court before which any proceeding therefor may be brought and Leased Real Property; (ii) Seller is not in breach or default under such Lease, and no uncured event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default, and Seller has paid all rent due and payable under such Lease; (iii) Seller has not received nor given any notice of any default or event that with notice or lapse of time, or both, would constitute a material nature on default by Seller under any of the part of Parent or, if applicable, its Subsidiary orLeases and, to the knowledge Knowledge of ParentSeller, the landlord thereunder exists no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto; (iv) Seller has not subleased, assigned or otherwise granted to any Parent Person the right to use or occupy such Leased Real Property or any portion thereof; and (v) Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property. Except as would . (b) Seller has not received any written notice of (i) material violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters, which could reasonably be expected to have, individually materially and adversely affect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any material portion of any Leased Real Property has been damaged or destroyed by fire or other casualty. (c) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject same manner as conducted prior to the terms Closing and constitutes all of the lease, sublease or other agreement applicable thereto, real property necessary to conduct the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted LiensBusiness as currently conducted. (d) Seller does not own any real property.

Real Property. (a) With respect to the The Sold Companies do not own, lease or sublease any real property owned by Parent or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liensthis Agreement, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed Leased Real Property listed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date Section 3.18 of the most recent consolidated balance sheet Seller Disclosure Schedule. Seller has delivered or made available to Buyer a true and complete copy of Parent or each such document related to the Leased Real Property (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v)including all amendments, “Parent Permitted Lien”extensions, renewals, guaranties, consents and other agreements with respect thereto). As of the date hereofThe Sold Companies do not own any real property or have any contracts, neither Parent nor options or rights to purchase any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectreal property. (b) Except as set forth on Section 3.18 of the Seller Disclosure Schedule, each Sold Company has good and valid leasehold interests in all Leased Real Property, in each case, free and clear of all Encumbrances, except Permitted Encumbrances or Encumbrances that would not reasonably be expected to havebe material to the continued use by the Sold Companies or the Business of the Leased Real Property. The Sold Companies have not subleased, individually licensed or otherwise granted to any Person the right to occupy such Leased Real Property or any portion thereof and the Acquired Company has not collaterally assigned or granted any other security interest in such Leased Real Property or any interest therein. (c) Except as set forth on Section 3.18 of the aggregateSeller Disclosure Schedule, a Parent Material Adverse Effect, with respect to the Leased Real Property (i) each there is no material leasepending or, sublease and other agreement under which Parent to the Knowledge of Seller, threatened in writing, appropriation, condemnation or like proceeding affecting the Leased Real Property or any part thereof or of its Subsidiaries uses any sale or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as other disposition of the date hereof (the “Parent Leased Real Property”), is valid, binding and Property or any part thereof in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies lieu of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought condemnation and (ii) no uncured default Sold Company that is party to a Real Estate Lease has received or delivered any written notice of a material nature on default thereunder. To the part Knowledge of Parent orSeller, if applicableno party to any such Real Estate Lease has received notice of breach or default under any such Real Estate Lease and no event has occurred or circumstances exist which, its Subsidiary or, to with the knowledge delivery of Parentnotice, the landlord thereunder exists with respect to any Parent Leased passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted LiensEstate Lease.

Real Property. (ai) With Section 5(f)(i) of the Seller Disclosure Schedule contains a true, correct and complete list of all Owned Real Property. The Owned Real Property listed on Section 5(f)(i) of the Seller Disclosure Schedule constitutes all of the premises owned by Seller or its Affiliates, including any Subsidiary. (ii) Section 5(f)(ii) of the Seller Disclosure Schedule contains a true, correct and complete list of all leases, subleases, licenses, occupancy or other agreements (verbal or written) under which Seller or any Subsidiary is a tenant or subtenant or has any right with respect to the real property owned leased, licensed, otherwise occupied by Parent Seller or any Subsidiary at which its Affiliates (other than the material operations of Parent and the Parent Subsidiaries are conducted as of the date hereof Acquired Subsidiaries) (such property collectively, the “Parent Owned Leased Real Property”). (iii) The Owned Real Property and the Leased Real Property constitutes all of the premises occupied by or used in connection with the conduct of the Business. Except as set forth in Section 5(f)(iii) of the Seller Disclosure Schedule, except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary (A) Seller has good and valid title to such Parent the Owned Real PropertyProperty set forth on Schedule 2(a)(v) and to all of the buildings, structures and other improvements thereon, free and clear of all Liens, Liens (other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (vPermitted Encumbrances), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent Leased Real Property”), is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries Seller has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased each Assumed Real PropertyProperty Lease, free and clear of all LiensLiens (other than Permitted Encumbrances), except for Parent Permitted Liensand (C) neither Seller, nor any of its Subsidiaries, has received written notice of any material default under any agreement evidencing any Lien or other agreement affecting the Owned Real Property set forth on Schedule 2(a)(v) or any Assumed Real Property Lease, which default continues on the Execution Date.

Real Property. (a) With respect Each of Parent and its subsidiaries has good and marketable title in fee simple to all real properties owned by it and all buildings, structures and other improvements located thereon and valid leaseholds in all real estate leased by it, other than Parent Permitted Liens. Section 4.19 of the Parent Disclosure Schedule sets forth a complete list of all (i) real property owned by Parent or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted its subsidiaries as of the date hereof hereof; and (ii) real property leased, subleased, or otherwise occupied or used by Parent and its Subsidiaries as lessee. With respect to each parcel of real property leased, subleased, or otherwise occupied or used by the Parent or any of its Subsidiaries as lessee: (i) the Parent or the applicable subsidiary has a valid leasehold interest or other right of use and occupancy, free and clear of any Liens on such property collectivelyleasehold interest or other rights of use and occupancy, or any covenants, easements or title defects known to or created by the “Parent Owned Real Property”)or the applicable subsidiary, except as do not materially affect the occupancy or uses of such property. Each of the Parent's and its subsidiaries' agreements with respect to real property leased, subleased, or otherwise occupied or used by the Parent as lessee is in full force and effect and has not been amended. Neither the Parent or the applicable subsidiary nor, to the knowledge of the Parent or the applicable subsidiary, any other party thereto, is in material default or material breach under any such agreement. No event has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default by the Parent or the applicable subsidiary under any of such agreement and, to the knowledge of the Parent or the applicable subsidiary, there is no breach or anticipated breach by any other party to such agreements. (b) As used in this Agreement, Parent Permitted Liens shall mean: (i) any Lien reflected in Section 4.19(b)(i) of the Parent Disclosure Schedule, (ii) Liens for Taxes not reasonably be expected yet due or delinquent or as to havewhich there is a good faith dispute and for which there are adequate provisions on the books and records of Parent in accordance with GAAP, (iii) with respect to real property, any Lien, encumbrance or other title defect which is not in a liquidated amount (whether material or immaterial) and which does not, individually or in the aggregate, a Parent Material Adverse Effectinterfere materially with the current use or materially detract from the value or marketability of such property (assuming its continued use in the manner in which it is currently used) and (iv) inchoate materialmen's, either Parent or a Parent Subsidiary has good mechanics', carriers', workmen's and valid title to such Parent Owned Real Property, free repairmen's liens arising in the ordinary course and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet past due and payable, payable or the payment of which is being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectby appropriate proceedings. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent Leased Real Property”), is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted Liens.

Real Property. (ai) With respect Seller has (and will convey to the real property owned by Parent Purchaser or its designee) good and valid title in fee simple to the Property, subject only to the Permitted Encumbrances. (ii) All leases, licenses, easements, rights-of-way, and other agreements, written or oral, for the use, possession and/or occupancy of any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as portion of the date hereof Property (such property collectively, the “Parent Owned Real PropertyOccupancy Agreements”)) are set forth on Schedule 5.1(c) hereto. Each of the Occupancy Agreements is in full force and effect, all rents due under each of the Occupancy Agreements have been timely paid, and there has been no written notice sent by any party thereto of any outstanding, uncured default under any Occupancy Agreement. Penn has (and, upon their execution and delivery of the Joinder, the Seller Parties have) delivered to Purchaser true, correct and complete copies of each and every Occupancy Agreement. Neither Seller nor, to Seller’s Knowledge, any other party to any such Occupancy Agreement is in default in any respect thereunder. There does not exist any occurrence, event, condition or act which, upon the giving of notice or the lapse of time or both, would become a default by Seller or, to Seller’s Knowledge, any other Person to such Occupancy Agreement. (iii) To Seller’s Knowledge, the Seller has not received written notice that, the Property or any portion thereof is in violation of any applicable Legal Requirements in any material respects, except as would not reasonably be expected to havefor such violations which, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real would not adversely affect in any material respect Seller’s current use of the Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, . (iv) which was incurred To Seller’s Knowledge, the Improvements are in good condition and repair and are adequate for the ordinary course of business since the date use, occupancy and operation of the most recent consolidated balance sheet of Parent or Property for the Business. (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v)No leasing, “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding brokerage or similar commissions or finder’s fees are owed with respect to the Property and/or any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectOccupancy Agreements. (bvi) There are no pending Legal Proceedings and none, to Seller’s Knowledge, have been threatened in writing to Seller relating to the Property and/or the interests of Seller therein which would be reasonably likely to interfere in any material respect with the use, occupancy, ownership, improvement, development and/or operation of the Property and/or the interest of Seller therein, except as set forth in Schedule 5.1(d). (vii) Neither Seller Party has received written notice that either the whole or any part of the Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, nor, to Seller’s Knowledge, has any such condemnation or other taking been threatened or contemplated. No Seller Party has entered into any agreement in lieu of condemnation therefor. (viii) Except as would not reasonably for Liens which are required to be expected cured at or prior to haveClosing pursuant to this Agreement, individually or in to Seller’s Knowledge the aggregateProperty is free of Encumbrances other than Permitted Encumbrances on the use, a Parent Material Adverse Effectoccupancy, (i) each material leaseownership, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as improvement, development and/or operation of the date hereof (the “Parent Leased Real Property”), is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted Liens.

Real Property. (a) With respect to Neither the real property owned by Parent or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent Company nor any of its Subsidiaries has received notice of owns any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectreal property. (b) Except as would not reasonably be expected to have, individually Section 3.08(b) of the Disclosure Letter sets forth all material real property leased or in subleased by the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent Company or any of its Subsidiaries uses as lessee or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted lessor as of the date hereof (the “Parent Leased Real PropertyPremises”). Sellers have made available to Buyer true, correct and complete copies of all leases relating to the Premises (the “Leases”). Neither the Company nor any of its Subsidiaries has entered into any material sublease or material option granting to any Person (other than the Company or any of its Subsidiaries, as applicable) the right to use or occupy the Premises or any portion thereof or interest therein, other than those entered into in the Ordinary Course of Business or that do not materially or adversely impact the current use of the Premises by the Company or any of its Subsidiaries, as applicable. With respect to each Lease, (i) such Lease is a valid and binding obligation of the Company and its Subsidiaries, in each case, to the extent such Person is a party thereto (collectively, the Company and its Subsidiaries that are a party thereto, the “Company Lease Party”), and, to the Knowledge of Sellers, each other party thereto, and is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and ; (ii) no uncured default of a material nature on the part of Parent orCompany Lease Party is not, if applicable, its Subsidiary orand, to the knowledge Knowledge of ParentSellers, all other parties thereto are not, in material breach or material default in any respect under the landlord thereunder exists terms thereof and, to the Knowledge of Sellers, no event has occurred that, with respect to notice or lapse of time or both, would constitute a material breach or material default or permit termination, modification or acceleration thereunder; and (iii) the Company Lease Party has not assigned, transferred, conveyed, mortgaged, or deeded in trust any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or interest in the aggregate, a Parent Material Adverse Effect, Parent and each leasehold or sub-leasehold of any Lease. None of the Company or any of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, received any written notice that any Premises is subject to the terms any Order to be sold, condemned, expropriated or otherwise taken by any Governmental Authority, with or without payment of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted Lienscompensation therefor.

Real Property. (ai) With respect to the real property owned by Parent or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Owned Real Property”)To RSVP’s knowledge, except as set forth in the Registration Statement, neither RSVP nor any of the RSVP Student Housing Entities has given or received any notice of any uncured default with respect to any material agreement affecting the RSVP Properties which would have a Material Adverse Effect, and, no event has occurred or is threatened, which through the passage of time or the giving of notice, or both, would constitute a material default thereunder or would cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any RSVP Property, except for Permitted Liens or such Liens that would not have, or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (bii) Except To RSVP’s knowledge each RSVP Student Housing Entity identified on Schedule IV as owning an underlying Property has insurable fee simple or ground lease title to such Property. (iii) To RSVP’s knowledge, there is no existing, proposed or threatened condemnation, eminent domain or similar proceeding, or private purchase in lieu of such a proceeding, which would not reasonably be expected to have, individually affect all or any portion of the RSVP Properties in any material respect. (iv) The ground leases referenced in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof Registration Statement (the “Parent Leased Real PropertyGround Leases”)) are the only ground leases in which any of the RSVP Student Housing Entities holds an interest as lessee or tenant. To RSVP’s knowledge, is valid, binding and such Ground Leases are in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium as indicated otherwise in the Registration Statement or other similar Laws, now in any estoppel certificate made available or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and delivered to the discretion Company Entities prior to the Closing. To RSVP’s knowledge, neither RSVP nor the RSVP Student Housing Entities have received any written notice from any ground lessor under any of the court before which Ground Leases alleging the existence of any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent orRSVP or the RSVP Student Housing Entities thereunder. To RSVP’s knowledge, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to no ground lessor under any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the leaseGround Leases is in default or is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings. To RSVP’s knowledge, sublease neither RSVP nor any of the RSVP Student Housing Entities are in default under any Ground Lease, and no event has occurred which with the passage of time or other agreement applicable thereto, the Parent Leased Real Property, free and clear giving of all Liens, except for Parent Permitted Liensnotice (or both) would constitute a default under any Ground Lease.

Real Property. (a) With respect to the Seller does not own any real property owned by Parent or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectproperty. (b) Except as would not reasonably be expected to have, individually or in Section 4.10(b) of the aggregate, a Parent Material Adverse Effect, (i) Disclosure Schedules sets forth each material lease, sublease and other agreement under which Parent or any parcel of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations leased by Seller (together with all rights, title and interest of Parent Seller in and its Subsidiaries are conducted as of the date hereof (to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Parent Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and similar agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which Seller holds any Leased Real Property (collectively, the “Leases”). Seller has delivered to Buyer a true and complete copy of each Lease. With respect to each Lease: (i) such Lease is valid, binding binding, enforceable and in full force and effect, except that (A) enforcement may be subject and Seller is entitled thereunder to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion quiet possession of the court before which any proceeding therefor may be brought and Leased Real Property; (ii) Seller is not in material breach or default under such Lease beyond applicable cure periods, and no uncured event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default, and Seller has paid all rent due and payable under such Lease; (iii) Seller has not received nor given any notice of any default or event that with notice or lapse of time, or both, would constitute a material nature on default by Seller under any of the part of Parent or, if applicable, its Subsidiary orLeases and, to the knowledge Knowledge of ParentSeller, the landlord thereunder exists no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto; (iv) Seller has not subleased, assigned or otherwise granted to any Parent Person the right to use or occupy such Leased Real Property or any portion thereof; (v) Seller has not pledged, mortgaged or otherwise granted an Encumbrance specifically charging its leasehold interest in any Leased Real Property. Except ; and (vi) Such Lease is assignable by Seller to Buyer without the consent or approval of, or notice to, any party (except as would set forth in Section 4.03 of the Disclosure Schedules). (c) Seller has not received any written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to haveadversely affect the ability to operate the Leased Real Property as currently operated. To Seller's Knowledge, individually neither the whole nor any material portion of any Leased Real Property has been damaged or in destroyed by fire or other casualty. (d) The Leased Real Property is sufficient for the aggregate, a Parent Material Adverse Effect, Parent conduct of Seller’s business and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms constitutes all of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted Liensreal property necessary to conduct Seller’s business.

Real Property. (ai) Section 3(p)(i) of the Disclosure Schedule sets forth the address and description of each parcel of Owned Real Property. With respect to the real property owned by Parent or any Subsidiary at which the material operations each parcel of Parent and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Owned Real Property”), except as would not reasonably be expected to have, individually : (A) a Seller or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary Target Company has good and valid marketable fee simple title to such Parent Owned Real Property, free and clear of all LiensLiens (except for Permitted Liens or Liens that will be released on or prior to the Closing, other than any such Lien (iwhether pursuant to the Sale Order or otherwise) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date as of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.Closing; (bB) Except as would not reasonably be expected to have, individually or in Other than the aggregate, a Parent Material Adverse EffectThird Party Leases, (i) each material leasenone of Sellers or Target Companies has leased, sublease and other agreement under which Parent licensed or otherwise granted to any of its Subsidiaries uses or occupies or has Person the right to use or occupy all or any material part of the Owned Real Property and there are no Persons other than Sellers or the Target Companies in possession of any such Owned Real Property; (C) other than the rights of Buyers pursuant to this Agreement and the rights of the Tiwest Joint Venture Participants under the Tiwest Joint Venture Documents, none of Sellers or Target Companies is a party to any unrecorded and outstanding options, rights of first offer or rights of first refusal to purchase, preferential purchase rights or similar rights, or agreement to sell, mortgage, pledge, hypothecate, lease, sublease, license, convey, alienate, transfer or otherwise dispose of, any Owned Real Property or any portion thereof; (D) other than the rights of the Tiwest Joint Venture Participants under the Tiwest Joint Venture Documents, none of Sellers or Target Companies is party to any agreement or option to purchase any real property at which relating to the material operations Acquired Business; and (E) Sellers have furnished to Buyers or made available to Buyers true, correct and complete copies of Parent all deeds, title opinions, title insurance policies and its Subsidiaries surveys in their possession that relate to the Owned Real Property. With respect to the foregoing subparagraphs (A) through (D) above, the representations and warranties with respect to the JV Owned Real Property are conducted as qualified to Sellers’ Knowledge. (ii) Section 3(p)(ii) of the date hereof Disclosure Schedule sets forth (x) the “Parent address of each Leased Real Property”), and (y) a true and complete list of all Leases and Third Party Leases. Sellers have made available to Buyers true, correct and complete copies of all Leases and Third Party Leases, as amended through the date hereof. With respect to each of the Leases and Third Party Leases, as applicable: (A) such Lease or Third Party Lease, as applicable (1) is legal, valid, binding binding, enforceable, and in full force and effecteffect as against a Seller, except that (A) enforcement may be Tiwest or a Target Company, or to the Knowledge of Sellers with respect to the JV Leased Real Property only, against Tronox Australia the Tiwest Joint Venture Participants, as applicable, subject in each case to applicable bankruptcy, insolvency, examinership, reorganization, moratorium the application of any bankruptcy or other similar Lawscreditor’s rights laws; and (2) to Sellers’ Knowledge, now is legal, valid, binding, enforceable, and in full force and effect as against the counterparty to such Lease or hereafter Third Party Lease (as applicable); provided that in effectthe case of the JV Leased Real Property only, relating the representations and warranties contained in this item (2) of this Section 3(p)(ii)(A) are made and limited to creditorsSellers’ Knowledge, subject in each case to the application of any bankruptcy or other creditor’s rights generally and laws; (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and as to the discretion Leases, one or more of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent orSeller, if applicableTarget Company or Tiwest, its Subsidiary or, or to the knowledge Knowledge of Parent, the landlord thereunder exists Sellers with respect to any Parent the JV Leased Real Property. Except Property only, the Tiwest Joint Venture Participants, as would not reasonably be expected applicable, identified as the “lessee” or “tenant” under each such Lease is the lessee thereunder or has succeeded to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent rights of the lessee under such Lease and each of its Subsidiaries has a good and valid owns the leasehold interest in or contractual right created pursuant to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, such lease free and clear of all Liens, except for Parent Permitted LiensLiens or Liens that will be released on or prior to the Closing (whether pursuant to the Sale Order or otherwise); (C) none of Sellers, Target Companies or Tiwest, or to the Knowledge of Sellers with respect to the JV Leased Real Property only, the Tiwest Joint Venture Participants, as applicable, is in breach or default under such Lease or Third Party Lease in any material respect and, to Sellers’ Knowledge, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such breach or default under any Lease or Third Party Lease; and (D) no Seller, nor any Target Company, nor Tiwest, nor, to Sellers’ Knowledge, with respect to the JV Leased Real Property only, any Tiwest Joint Venture Participant, has assigned, subleased, sublicensed, mortgaged, pledged or otherwise encumbered or transferred its interest, if any, under any Lease or Third Party Lease. (iii) To the Knowledge of Sellers, there are no pending or proposed special assessments or re-assessments of any parcel of land included in the Owned Real Property that could reasonably be expected to result in a material increase in the real property Taxes or other similar charges payable by any Seller, Target Company or Tiwest with respect to any parcel of Owned Real Property or in the rent, additional rent or other sums and charges payable by any Seller, Target Company or Tiwest under the Leases.

Real Property. (a) With respect to The Seller and each of its Subsidiaries does not own and has never owned any real property. (b) Section 4.17(b) of the Disclosure Schedule sets forth a complete and accurate list of all leases of real property, occupancy agreements or similar agreements (the “Real Property Leases”) under which the Seller or any of its Subsidiaries is a lessee, sub-lessee, tenant, licensee or assignee of any real property owned by Parent or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as of the date hereof third Person (such property collectively, the “Parent Owned Leased Real Property”), such list setting forth the location and landlord of each parcel of Leased Real Property. The Seller has provided to the Buyer access to complete and accurate copies of each Real Property Lease. With respect to the Real Property Leases, there exist no uncured defaults under the Real Property Leases by the Seller or any of its Subsidiaries, or, to the Company’s Knowledge, any third party, and neither the Seller nor any of its Subsidiaries has received or given written notice of any such defaults. Upon receipt of any Consents required with respect to the Real Property Leases as set forth in Section 4.3 of the Disclosure Schedule, the consummation of the transactions contemplated by this Agreement and any Ancillary Agreement will not result in any default under any Real Property Lease, except as would not that the Real Property Leases for the Lenexa Real Properties will be terminated in connection with the Closing. The Seller and its Subsidiaries hold leasehold estates in the Leased Real Property that is necessary for the conduct of business of the Seller, free and clear of any Liens (except Permitted Liens). (c) There is no pending or, to the Company’s Knowledge, threatened condemnation (or similar Proceedings) of any part of the Leased Real Property. (d) Neither the Seller nor any of its Subsidiaries has assigned its interests under any Real Property Lease to any third party. (e) Neither the Seller nor any of its Subsidiaries has received written notice within the last two (2) years asserting that the utilities, access or parking for any parcel of Leased Real Property are inadequate for the current use and operation of such parcel, nor, to the Company’s Knowledge, does any fact or condition exist that could reasonably be expected to haveresult in such utilities, access or parking for any parcel of Leased Real Property becoming inadequate for the current use and operation of such parcel. None of the Leased Real Property has suffered any material damage by fire or other casualty which has not heretofore been repaired and restored in all material respects. (f) To the Company’s Knowledge, there is no zoning, building code, occupancy restriction or other land-use regulation Proceeding or any proposed change in any applicable Law that could, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmenmaterially adversely affect the Seller’s or other similar Lien arising in the ordinary course any of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued its Subsidiaries’ use of the applicable property for Leased Real Property. (g) To the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v)Company’s Knowledge, “Parent Permitted Lien”). As of the date hereofthere are no defects, neither Parent nor any of its Subsidiaries has received notice of any pendingstructural or otherwise, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned of the Leased Real PropertyProperty (or any improvements located thereon), except proceedings which would not that could reasonably be expected anticipated to have, individually or in have a material adverse impact on the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent Seller’s or any of its Subsidiaries uses or occupies or has the right to Subsidiaries’ use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent Leased Real Property”), is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted Liens.

Real Property. (a) With respect to the real property owned by Parent or The Willtek Group does not own any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in Schedule 3.15(b) sets forth a description of all of the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which currently leased or subleased, licensed or otherwise occupied by the material operations of Parent and its Subsidiaries are conducted as of the date hereof Willtek Group (the “Parent Leased Real Property”). (c) The Willtek Group has delivered or made available to Buyers or Parent, correct and complete copies of the leases, subleases, licenses or occupancy arrangements (the “Real Property Agreements”) relating to the Leased Real Property listed in Schedule 3.15(b) (as amended to date), including all relevant notices or other correspondence relating to any renewals or option exercises, which Real Property Agreements have not been amended or modified since the amendments furnished. With respect to each Real Property Agreement listed on Schedule 3.15(b): (i) Willtek or a Willtek Subsidiary is the lawful tenant, subtenant or licensee of record and enjoys quiet possession under all such Real Property Agreements; (ii) each such Real Property Agreement will continue to be valid, binding legally binding, enforceable and in full force and effecteffect on identical terms following the consummation of the transactions contemplated hereby, except that (A) enforcement may be subject to applicable bankruptcyany required consent to assignment to Buyers having been received and assuming that any of Parent and the Buyers will, insolvencyas of the Closing Date, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating qualify and otherwise meet the requirements to creditors’ rights generally be the assignee of the tenant’s interest under any Real Property Agreement upon the terms and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses the conditions thereof, whether on account of a minimum net worth requirement or otherwise; (iii) all of the terms and conditions of each Real Property Agreement have been observed or performed by the Willtek Group in all material respects, and neither the Willtek Group, nor to the discretion Knowledge of Seller, any other party to any such Real Property Agreement is in breach or default, and no event has occurred which, with notice or lapse of time or both, would constitute a breach or default or permit termination, modification, or acceleration hereunder; (iv) the Willtek Group has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in any of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected ; (v) all facilities leased, subleased or licensed pursuant to haveeach Real Property Agreement have received all material approvals of Governmental Authorities required in connection with the operation thereof and have been operated and maintained by the Willtek Group in all material respects in accordance with applicable Law; (vi) all facilities leased, individually subleased or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject licensed pursuant to the terms Real Property Agreements are supplied with utilities and other services necessary for the operation of said facilities; and (vii) except as set forth on Schedule 3.15 (c)(vii), there is no Liability greater than $1,000 under any Real Property Agreement for dilapidations or otherwise to restore the Leased Real Property at the end of the leaseterm of such Real Property Agreement. (d) There are no structural, sublease electrical, mechanical, plumbing, roof, paving or other agreement applicable thereto, defects in any improvements located on the Parent Leased Real Property that adversely affect in any material respect the operations of the Business at such property. (e) All of the Leased Real Property, free as described in the Real Property Agreements, is occupied solely by the Willtek Group and clear is being used exclusively for, and in connection with, the Business. None of the Leased Real Property is subject to any agreement, arrangement or understanding for its use by any Person other than Seller. (f) All improvements located at or comprising the Leased Real Property are in a good state of maintenance and repair and in a condition adequate and reasonably suitable for the conduct therein of the Business as it is conducted currently. All of the Leased Real Property exists and has been maintained by the Willtek Group in compliance with all Liens, except for Parent Permitted Liensapplicable Laws and the Real Property Agreements.

Real Property. (a) With respect to Section 4.21(a) of the XXX Disclosure Letter sets forth a list of all the real property owned in fee simple by Parent or any Subsidiary at which the material operations of Parent XXX and the Parent its Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent XXX Owned Real Property”)) and sets forth the location, except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has description and use of each XXX Owned Real Property. XXX and its Subsidiaries have good and valid marketable title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and fee simple to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent XXX Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent Leased Real Property”), is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted Liens. Neither XXX nor any of its Subsidiaries have granted any outstanding options, rights of first offer or rights of first refusal or other contractual right to purchase any such XXX Owned Real Property or any portion thereof or interest therein in favor of any non-Affiliated Person. Neither XXX nor any of its Subsidiaries have leased, licensed or otherwise granted to any Person the right to possess, use, occupy or otherwise encumber any portion of the XXX Owned Real Property. (b) Section 4.21(b) of the XXX Disclosure Letter sets forth a list of all of the real property leased, licensed, subleased or otherwise used or occupied by XXX and its Subsidiaries as of the date hereof (the “XXX Leased Real Property”). XXX and its Subsidiaries have a valid and enforceable leasehold interest in all leases, subleases, licenses and occupancy agreements, as the same may have been amended, supplemented or otherwise modified from time to time (the “XXX Leases”), free and clear of all subtenancies and other occupancy rights and Liens, with respect to the XXX Leased Real Property. With respect to the XXX Leases, neither XXX nor its Subsidiaries are in breach thereof or default thereunder and there does not exist under any XXX Lease any event which, with or without the giving of notice or the lapse of time or both, would constitute such a breach or default by XXX or its Subsidiaries, except for such breaches and defaults as to which requisite waivers or consents have been obtained or which would not have a XXX Material Adverse Effect. (i) No action, suit, investigation, arbitration, or administrative or other proceeding is pending or, to the Knowledge of XXX, threatened that would reasonably be expected to curtail or interfere with the current use and operation of any XXX Leased Real Property in any material respect, (ii) all Permits have been obtained which are required by Law for the current uses of all XXX Leased Real Property for the conduct of business as currently conducted and as planned to be conducted as of the date of this Agreement, and (iii) XXX has no Knowledge and has not received any written notice of a violation applicable to any building, zoning, health or other Law, contractual restriction or covenant or easements in respect of the use or occupation of the property and improvements subject to any XXX Lease for the conduct of business as currently conducted or as planned to be conducted as of the date of this Agreement, in each case, which would have a XXX Material Adverse Effect. (i) There are no condemnation, eminent domain or similar proceedings affecting any XXX Leased Real Property that are currently pending or, to the Knowledge of XXX, threatened and (ii) to the Knowledge of XXX, the buildings, structures and material fixtures located upon the XXX Leased Real Property are, in all material respects, in good repair, working order and condition, and free from any known defects (subject to normal wear and tear) and, in the case of buildings and other structures, are structurally sound.

Real Property. (a) With respect Seller owns good and marketable fee simple title to the real property owned by Parent or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, Property free and clear of all LiensLiens except those more particularly described in Schedule 3.11 of the Seller Disclosure Letter (the “Permitted Encumbrances”) and Seller is not the tenant or lessee under any leases of real property except as set forth in Section 1.1(e) of the Seller Disclosure Letter. With respect to the Real Property: (a) Except as described on Schedule 3.11(a) of the Seller Disclosure Letter, the Real Property does not violate any applicable ordinance, code or other than law, order, regulation, or requirement or restrictive covenant except any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) violation which would not reasonably be expected to materially impair adversely affect in any material respect the continued use of the applicable property for the purposes for which the property is thereof as currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries used; Seller has not received notice of condemnation or the like relating to any pending, part of the Real Property or the operation thereof (and to the knowledge of Parent Seller’s Knowledge, no condemnation is threatened); to Seller’s Knowledge, there is are no threatenedspecial assessments or similar obligations (contingent or otherwise) to governmental entities (collectively, condemnation proceeding “Assessments”) with respect to the Real Property or any Parent Owned Real Propertypart thereof, except proceedings which would not reasonably be expected nor to have, individually or in the aggregate, a Parent Material Adverse Effect.Seller’s Knowledge are any such Assessments being contemplated; (b) Seller has not received notice that the Real Property or its operation violate any applicable zoning ordinances, nor, to Seller’s Knowledge, will the Buyer’s operation of an acute care hospital and skilled nursing facility on the Real Property as presently operated by Seller result in a violation of any applicable zoning ordinance or the termination of any applicable zoning variance now existing, and Seller has received no written notice that the buildings and improvements constituting the Real Property are noncompliant in any material respect with any zoning ordinances or building codes; (c) Except as would not reasonably be expected described on Schedule 3.11(c) of the Seller Disclosure Letter, the Real Property is subject to haveno easements, individually restrictions, ordinances, or such other limitations on title so as to make such property unusable for its current use or the title uninsurable or unmarketable or which materially restrict or impair the use, marketability or insurability of the Real Property; (d) Except as described on Schedule 3.11(d) of the Seller Disclosure Letter and subject to any applicable “grandfathered” or other pre-existing rights and conditions under the Accessibility Laws (as hereafter defined), the Real Property is in required compliance in all material respects with the applicable provisions of the Rehabilitation Act of 1973, Title III of the Americans with Disabilities Act, and the provisions of any comparable state statute relative to accessibility (these laws are referred to, collectively, as the “Accessibility Laws”), and there is no pending, or, to Seller’s Knowledge, threatened litigation, administrative action or complaint (whether from state, federal or local government or from any other person, group or entity) relating to compliance of any of the Real Property with the Accessibility Laws; (e) Except as described on Schedule 3.11(e) of the Seller Disclosure Letter, there are no tenants or other persons or entities occupying any space in the aggregateReal Property, other than pursuant to tenant leases described in Schedule 3.11(e) of the Seller Disclosure Letter and , except as described on Schedule 3.11(e) of the Seller Disclosure Letter, no tenants have paid rent in advance for more than one month and no improvement credit or other tenant allowance of any material amount is owed to any tenant, nor is any landlord improvement work required, except as disclosed in Schedule 3.11(e) of the Seller Disclosure Letter, and to Seller’s Knowledge, the tenants under the leases are not in default in any material respect under the leases, and Seller has complied with the material terms and conditions of all the leases, and except as to the occupancy right of tenants as set forth in the leases, Seller has granted no options or rights of first refusal to acquire any interest in the Real Property to any other party; (f) Schedule 3.11(f) of the Seller Disclosure Letter sets forth a Parent Material Adverse Effect, “rent roll” which sets forth for any leases at the Hospital Facilities where Seller or an Affiliate is landlord: (i) each material lease, sublease and other agreement under which Parent or any the names of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent Leased Real Property”), is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and then current tenants; (ii) the rental payments for the then current month under each of the leases; (iii) a list of all then delinquent rental payments; (iv) a list of all material concessions granted to tenants, including, without limitation, options to expand, rights of first refusal, or options to terminate or renew, or any rent concessions; (v) a list of all tenant deposits and a description of any application thereof, and (vi) a list of all uncured material defaults under the leases known to Seller; (g) Except as described on Schedule 3.11(g) of the Seller Disclosure Letter, to Seller’s Knowledge there exists no uncured default proposed or contemplated plans to modify or realign any street or highway or any existing, proposed or contemplated eminent domain proceeding that would result in the taking of a material nature on the all or any part of Parent orthe Real Property or that would materially and adversely affect the current use of any part of the Real Property; (h) Except as described on Schedule 3.11(h) of the Seller Disclosure Letter, if applicable, its Subsidiary the Real Property is not located within a one hundred year flood plain or, to Seller’s Knowledge, an area identified by the knowledge Secretary of ParentHousing and Urban Development as having “special flood hazards,” as such term is used in the National Flood Insurance Act of 1968, as amended and supplemented by The Flood Disaster Protection Act of 1973, and in regulations, interpretations and rulings thereunder; (i) No person or entity, other than Buyer, has any binding or enforceable right, agreement, commitment, option, right of first refusal or other agreement, whether oral or written, which would entitle such person or entity to the purchase, assign or transfer of all or any portion of the Real Property; and (j) Except as described on Schedule 3.11(j) of the Seller Disclosure Letter, to Seller’s Knowledge, the landlord thereunder exists with respect to any Parent Leased existing improvements located upon the Real Property do not encroach upon adjacent premises or upon existing utility company easements and existing restrictions are not violated by the improvements located on the Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted Liens.

Real Property. (a) With respect to the real property owned by Parent or any Subsidiary at which the material operations each parcel of Parent and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien : (i) for Taxes or governmental assessmentsthe Contributors have delivered to Acquirer copies of all title insurance policies, charges or claims opinions, abstracts and surveys in the possession of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, Contributor with respect to such parcel; (ii) which is a carriers’except as set forth on Schedule 3.14(a), warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date none of the most recent consolidated balance sheet of Parent Contributors or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries Holdings has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect leased or otherwise granted to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has person the right to use or occupy such Owned Real Property or any material real property at portion thereof; and (iii) there are no unrecorded outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. (b) Schedule 3.14(b) contains a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which any Contributor or Holdings holds any Leased Real Property (collectively, the material operations “Leases”). The Contributors has delivered to Acquirer a true and complete copy of Parent and its Subsidiaries are conducted as each Lease. With respect to each Lease: (i) none of the date hereof Contributors nor Holdings received nor given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by any Contributor or Holdings under any of the Leases and, to the Knowledge of EA&E, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto; (ii) none of the “Parent Contributors nor Holdings has subleased, assigned or otherwise granted to any person the right to use or occupy such Leased Real Property or any portion thereof; and (iii) none of the Contributors nor Holdings has granted a Lien (other than a Permitted Lien) on its leasehold interest in any Leased Real Property”). (c) no Contributor has received any written notice of, is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion Knowledge of EA&E there are no, (i) violations of building codes and/or zoning ordinances or other Laws affecting the court before which any proceeding therefor may be brought and Real Property, (ii) no uncured default of a material nature on existing, pending or threatened condemnation proceedings affecting the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not , or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to have, individually or in adversely affect the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right ability to use or occupy, subject to operate the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted LiensProperty as currently operated.

Real Property. (a) With respect to Neither Cardinal nor any of its Subsidiaries owns or has formerly owned any real property. (b) Section 4.14(b) of the Cardinal Disclosure Schedule sets forth (i) a true and complete list of all real property owned leased, subleased or otherwise occupied by Parent Cardinal or any Subsidiary at which the material operations of Parent and the Parent its Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Owned Cardinal Leased Real Property”)) and (ii) the address for each parcel of Cardinal Leased Real Property. Cardinal or its Subsidiaries, as the case may be, has a valid and subsisting leasehold or subleasehold interest in the Cardinal Leased Real Property free and clear of all Liens, except for Permitted Liens. (c) The Cardinal Leased Real Property constitutes all real property necessary for the conduct of the business of Cardinal and its Subsidiaries, taken as a whole, as currently conducted. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Cardinal Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title (i) each parcel of Cardinal Leased Real Property is in compliance with all existing Laws applicable to such Parent Owned Cardinal Leased Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent Cardinal nor any of its Subsidiaries has received written notice of any Proceedings in eminent domain, condemnation or other similar Proceedings that are pending, and to Cardinal’s Knowledge there are no such Proceedings threatened, affecting any portion of the knowledge Cardinal Leased Real Property and neither Cardinal nor any of Parent its Subsidiaries has received written notice of the existence of any outstanding Order or of any pending Proceeding and to the Knowledge of Cardinal, there is no such Order, or Proceeding threatened, condemnation proceeding with respect relating to the ownership, lease, use, occupancy or operation by any Person of the Cardinal Leased Real Property. Neither Cardinal nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the right to use or occupy any of the Cardinal Leased Real Property or any portion thereof. Neither Cardinal nor any of its Subsidiaries has granted any option or other right to any Parent Owned third party to purchase any of the Cardinal Leased Real Property, except proceedings which Property or portion thereof. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Cardinal Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent Cardinal Leased Real Property”)Property and all buildings, is validstructures, binding improvements and in full force and effectfixtures located on, except that (A) enforcement may be subject to applicable bankruptcyunder, insolvency, examinership, reorganization, moratorium over or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to within the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Cardinal Leased Real Property. Except as would not reasonably be expected to have, individually or Property are in a state of good operating condition and are sufficient for the continued conduct of business in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupyordinary course, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free reasonable wear and clear of all Liens, except for Parent Permitted Lienstear.

Real Property. (a) With respect to the real property owned by Parent or any Subsidiary at which the material operations of Parent Except as would not have and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid marketable fee title to such the real property owned by Parent or any Parent Subsidiary (the “Parent Owned Real Property”), free and clear of all Liensin each case, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment which has not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred sold in the ordinary course of business since the date and free and clear of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent all Liens other than Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectLiens. (b) Except as would not have and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease sublease, license, easement and other agreement which requires the payment of rent in an amount exceeding one hundred and fifty thousand dollars ($150,000) per annum, together with any amendments, renewals and guarantees thereof or thereto (each, a “Parent Real Property Lease”) under which Parent or any of its Subsidiaries Parent Subsidiary uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its the Parent Subsidiaries are conducted as of the date hereof (the “Parent Leased Real Property”), and together with the Parent Owned Real Property and Parent Leased Real Property, the “Parent Property”) is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge Knowledge of Parent, none of Parent, any Parent Subsidiary or any counterparty is in breach or default under any Parent Real Property Lease, and no event has occurred or circumstance exists which, with or without notice, lapse of time, or both, would constitute a default by Parent, any Parent Subsidiary or any counterparty under any Parent Real Property Lease, and (iii) Parent or the landlord thereunder exists with respect applicable Parent Subsidiary has a good and valid leasehold interest, subject to any the terms of the Parent Real Property Lease applicable thereto, in each parcel of Parent Leased Real Property. , in each case free and clear of all Liens other than Permitted Liens. (c) To the Knowledge of Parent, neither Parent nor any Parent Subsidiary has received any notice of any material violation of any Law relating to any Parent Property. (d) Except as would not have and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any Parent Subsidiary has received any written notice of any condemnation, eminent domain, requisition or taking by any Governmental Entity with respect to any Parent Property, or negotiations for the purchase of any Parent Property in lieu of condemnation, and each of its Subsidiaries no condemnation, eminent domain, requisition or taking has a good and valid leasehold interest been commenced or threatened in or contractual right to use or occupy, subject to the terms connection with any of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted Liensforegoing.

Real Property. (a) The Acquired Assets do not include any real property owned by the Seller Entities. (b) Schedule 2.1(a)(vii) or Section 3.14(b) of the Seller Disclosure Schedule sets forth a true, accurate and complete list of each lease, sublease, license or occupancy agreement together with all amendments thereto for the Leased Real Property, including a street address applicable to each such Leased Real Property (each a “Lease”). (c) With respect to the each parcel of real property owned by Parent or any Subsidiary at which that contains the material operations of Parent and the Parent Subsidiaries are conducted as portions of the date hereof buildings and facilities to be licensed to the Buyer pursuant to the RELA (such property collectively, the “Parent Owned Licensed Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary ): (i) A Seller Entity has good and valid marketable fee simple title to such Parent Owned Real Property, parcel free and clear of all Liens, Liens other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, Permitted Liens; (ii) which is a carriers’The RELA does not require the consent, warehousemen’sapproval, mechanics’, materialmen’s, repairmen’s or other similar Lien arising notice from or to any landlord or third party in connection with the ordinary course execution and delivery of business, the RELA; (iii) No Seller Entity is in default under any financing arrangement, and no written notice of a breach has been received by it, which is disclosed on could have the most recent consolidated balance sheet result of Parent terminating the RELA or notes thereto forfeiture of the Licensed Real Property (or securing liabilities reflected on such balance sheet, any portion thereof); (iv) which was incurred in To the ordinary course of business since the date Knowledge of the most recent consolidated balance sheet of Parent or Seller, the Seller has operated and maintained the applicable Licensed Real Property materially in accordance with applicable laws and there exist no material violations which could prevent such Licensed Real Property to be used as contemplated under the RELA; (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries no Seller Entity has received written notice of any pendingcondemnation or eminent domain proceedings, and to the knowledge Knowledge of Parent the Seller, there are no threatened condemnation or eminent domain proceedings with respect to such Licensed Real Property; and (vi) As of the date hereof, no Seller Entity has received written notice of, and to the Knowledge of the Seller, there is no threatened, condemnation proposed or pending proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually change or in redefine the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent zoning classification of all or any portion of its Subsidiaries uses or occupies or has such Licensed Real Property in a manner that would materially and adversely affect the right ability to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted operate such Licensed Real Property as operated as of the date hereof or for the purposes set forth in the RELA. (d) With respect to each Lease: (i) The Seller has provided to the “Parent Buyer true, correct and complete copies of all Leased Real Property Leases together with all material amendments and modifications with respect to the Leased Real Property”); (ii) Except as set forth in Section 3.14(d)(ii) of the Seller Disclosure Schedule, the Leases do not require the consent, approval, or notice from or to any landlord or third party in connection with the execution and delivery of this Agreement by the Seller, the performance by the Seller of its obligations hereunder and the consummation by the Seller of the Transactions; (iii) To the Knowledge of the Seller, each Lease is valid, binding and in full force and effecteffect and is enforceable in accordance with its respective terms. To the Knowledge of the Seller, no Seller Entity is in default under any Lease beyond any applicable notice or grace period, and, as of the date hereof and as of the Closing, no written notice of a breach has been received by it, and to the Knowledge of the Seller, as of the date hereof and as of the Closing, no landlord is in material default or breach under any Lease beyond any applicable notice or grace period, and as of the date hereof and as of the Closing, no written notice of a breach has been sent by the Seller; (iv) To the Knowledge of the Seller, no event has occurred which would allow the other party thereto to terminate or accelerate performance under or otherwise modify (including upon the giving of notice or the passage of time) any Lease; (v) No Seller Entity has assigned, transferred, conveyed, mortgaged, subleased, licensed, deeded in trust or encumbered (except that for Permitted Liens) any interest in the leasehold or subleasehold. (vi) No construction, alteration or other leasehold improvement work with respect to such Lease (A) enforcement may remains to be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium paid and is past due or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies is required and has yet to be performed by any Seller Entity, or to the Knowledge of specific performance the Seller, by any landlord; (vii) The use, occupancy and injunctive operation of the Leased Real Property and the buildings, structures, fixtures and other forms of equitable relief may be subject to equitable defenses improvements located thereon as used, occupied and to operated in the discretion conduct of the court before which any proceeding therefor may be brought Business of the Leased Real Property complies with (i) applicable zoning by-laws and ordinances, (ii) no uncured default applicable building, life, access, safety, health and fire codes and ordinances and (iii) covenants, restrictions, or other contractual obligations, including the requirements of a material nature on the part of Parent orany Liens thereto, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect applicable to any Parent Leased Real Property. Except as would ; (viii) There has not reasonably be expected to have, individually occurred any material casualty or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject damage to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real PropertyProperty that has not been repaired in all material respects, free and clear other than casualty or damage that the Seller commits to have repaired in all material respects following the Closing; and (ix) No Seller Entity is obligated to pay any leasing or brokerage commission relating to such Lease or will have any obligation to pay any leasing or brokerage commission upon the renewal or expansion of all Liens, except for Parent Permitted Lienssuch Lease.

Real Property. (a) With respect The applicable Seller has, in the case of real property located in the state of Texas, good and indefeasible title and, in the case of real property located elsewhere, good and marketable title to the real property owned by Parent fee or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted leasehold estates (as of the date hereof (such property collectively, the “Parent applicable) in all Transferred Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good Property and valid title to such Parent Owned Transferred Leased Real Property, in each case free and clear of all Liens, Liens other than any such Lien (i) for Taxes Permitted Liens. Each of the Transferred Leases is valid, in full force and effect and is enforceable against the landlord that is party thereto in accordance with its terms. There exists no default or governmental assessments, charges or claims event of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed default on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice part of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent Seller or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent Leased Real Property”)Affiliates or, is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion Knowledge of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature Sellers, on the part of Parent orany other party under any of the Transferred Leases. Sellers have made available to Buyer complete and correct copies of all Transferred Leases, if applicableincluding any and all amendments or modifications thereto, its Subsidiary and no term or condition of any of the Transferred Leases has been waived, modified or amended except as reflected in such copies. Each of the Transferred Leases constitutes the entire agreement of the landlord and tenant thereunder. There are no pending or, to the knowledge Knowledge of Sellers, threatened condemnation proceedings or other Legal Proceedings relating to any Transferred Owned Real Property or Transferred Leased Real Property or other matters affecting materially and adversely the current use, occupancy or value thereof and there are no Contracts (other than Permitted Liens) granting to any party or parties other than Sellers the right of use or occupancy of any such parcel, and there are no parties other than Sellers in possession of any such parcel. There are no outstanding options, rights of first offer or rights of first refusal to purchase the Transferred Owned Real Property or, to the Knowledge of Sellers and Seller Parent, the landlord thereunder exists with respect to any Parent Transferred Leased Real Property. Except as would not reasonably Property or any portion thereof or interest therein other than in favor of Sellers, which such purchase options and rights shall be expected fully and unconditionally assigned to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted LiensBuyer at Closing.

Real Property. (a) With respect to Schedule 3.27(a) sets forth a true, correct, and complete description (including the real property address thereof, the applicable owner thereof, and the use thereof) of all Real Property owned by Parent or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as of the date hereof Target Company (such property collectively, the “Parent Owned Real Property”), except as would not reasonably be expected . With respect to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent each Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries Target Company has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent Leased Real Property”), is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right marketable fee simple title to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased such Owned Real Property, free and clear of all Liens, except for Parent Permitted Liens, (ii) the Target Company has not leased, subleased, licensed or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (iii) other than the right of the Acquirer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein; (iv) the Target Company has not received any written notice of any, and to the Knowledge of the Owners, there are no existing, pending or threatened condemnation or eminent domain proceedings relating to any portion of the Owned Real Property; and (v) to the Knowledge of the Owners, the Target Company has not breached or violated any local zoning ordinance, and no written notice from any Person has been received by the Target Company or served upon the Target Company claiming any violation of any local zoning ordinance. The Target Company is not a party to any agreement or option to purchase any Real Property or material interest therein. To the extent any are in the possession of or reasonably available to the Target Company, copies of any title insurance policies (together with copies of any documents of record listed as exceptions to the title on such policies) currently insuring each Owned Real Property and copies of the most recent surveys of the same have been made available to the Acquirer. (b) Schedule 3.27(b) sets forth a true, correct and complete list (including the address thereof, the applicable lessee thereof, and use thereof) of all of the Real Property leased or subleased by the Target Company (the “Leased Real Property”) as well as a list of all leases, subleases, licenses, occupancy agreements or other agreements (including all amendments thereto and guaranties thereof) pursuant to which the Target Company leases or subleases any Real Property (collectively, “Leases”). True and correct copies of all such Leases have been made available to the Acquirer. With respect to each of the Leases: (i) it is a valid, legal and binding obligation of the Target Company generally enforceable in accordance with its terms against the Target Company and, to the Actual Knowledge of the Owners, each other party thereto and is in full force and effect; (ii) all rents and additional rents and other sums, expenses and charges due thereunder have been paid; (iii) no waiver, indulgence or postponement of the lessees’ obligations thereunder have been granted by the lessors; (iv) there exists no breach or default, or event of default, thereunder by the Target Company or, to the Actual Knowledge of the Owners, by any other party thereto, except for such breaches, defaults or events of default that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (v) there exists no occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any further event or condition, would become a breach or default, or event of default, by the Target Company thereunder, except for such occurrences, conditions or acts that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and (vi) there are no outstanding claims of breach or indemnification or notice of default or termination thereunder. There are (x) no written or oral subleases, concessions or other contracts granting to any Person other than the Target Company the right to use or occupy any Leased Real Property and (y) no outstanding options or rights of first refusal to purchase all or a portion of such properties. The Target Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any Lease or interest therein; and the estate or interest created by such Lease in favor of the Target Company is free and clear of all Liens. The Target Company has not received any written notice of any, and to the Actual Knowledge of the Owners, there are no existing, pending or threatened condemnation or eminent domain proceedings relating to any portion of the Leased Real Property. The Target Company has not received any written notice from any Person that any Leased Real Property is in violation of any local zoning ordinance and to the Actual Knowledge of the Owners, no Leased Real Property violates any local zoning ordinance. (c) The buildings, structures, improvements and fixtures located on the Owned Real Property and the Leased Real Property (the “Improvements”) and all building systems and equipment related to the business located on the Owned Real Property and the Leased Real Property are in good operating conditions and repair in all material respects and are adequate and suitable for the purposes for which they are presently being used. There are no material repair or restoration works likely to be required in connection with any of the Improvements located on the Owned Real Property. There are no material repair or restoration works likely to be required in connection with any Improvements located on the Leased Real Property for which the Target Company is liable for or obligated to perform under the applicable Lease. The Target Company is in physical possession and actual and exclusive occupation of the whole of the Owned Real Property and Leased Real Property, none of which are subleased or assigned to another Person. The Target Company does not owe any brokerage commission with respect to any Real Property. (d) The Owned Real Property and the Leased Real Property collectively constitute all interests in real property currently used or currently held for use in connection with the Business.

Real Property. (a) With respect to Except for the real property owned by Parent Office Leases set forth on Schedule 3.28, none of the Company or any Subsidiary at which the material operations of Parent and the Parent its Subsidiaries are conducted as owns, or otherwise has an interest in, any Real Property, including under any Real Property lease, sublease, space sharing, license or other occupancy agreement. Each of the date hereof (such property collectivelyCompany and its Subsidiaries has good, the “Parent Owned Real Property”), except as would not reasonably be expected valid and subsisting title to have, individually or its respective leasehold estates in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Propertyoffices described on Schedule 3.28, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date . None of the most recent consolidated balance sheet of Parent Company or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has breached or violated any local zoning ordinance, and no notice from any Person has been received notice by the Company or any of its Subsidiaries or served upon the Company or any of its Subsidiaries claiming any violation of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectlocal zoning ordinance. (b) Except as would not reasonably be expected With respect to have, individually or in the aggregate, a Parent Material Adverse Effect, each Office Lease: (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent Leased Real Property”), it is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and ; (ii) all rents and additional rents and other sums, expenses and charges due thereunder have been paid; (iii) the lessee has been in peaceable possession since the commencement of the original term thereof; (iv) no uncured waiver, indulgence or postponement of the lessee’s obligations thereunder has been granted by the lessor; (v) there exists no default or event of a material nature on default thereunder by the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to Company or any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use by any other party thereto; (vi) there exists no occurrence, condition or occupyact which, subject to with the terms giving of the lease, sublease or other agreement applicable theretonotice, the Parent Leased Real Propertylapse of time or the happening of any further event or condition, would become a default or event of default by the Company or any of its Subsidiaries thereunder; and (vii) there are no outstanding claims of breach or indemnification or notice of default or termination thereunder. The Company holds the leasehold estates on the Office Leases, free and clear of all Liens, except for Parent Permitted LiensLiens of mortgagees of the Real Property in which such leasehold estate is located. The Real Property leased by the Company is in a state of maintenance and repair in all material respects adequate and suitable for the purposes for which it is presently being used, and there are no material repair or restoration works likely to be required in connection with any of the leased Real Properties. The Company is in physical possession and actual and exclusive occupation of the whole of the leased property, none of which is subleased or assigned to another Person. The Office Leases lease all useable square footage of the premise located at the leased Real Property. The Company does not owe any brokerage commission with respect to any Real Property.

Real Property. (a) Exhibit 1.55 attached hereto is a true, complete and correct list of all of the Real Property owned or leased by the Companies. With respect to the real property owned by Parent or any Subsidiary at which the material operations each such parcel of Parent and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected as set forth in Exhibit 1.55 attached hereto: there are no pending or, to havethe Knowledge of Seller, individually threatened condemnation proceedings, lawsuits or in the aggregateadministrative actions relating thereto; there are no leases, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected subleases, licenses, concessions or other agreements, written or oral, granting to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has Person the right to use or occupy any material real property at which portion thereof; with respect to owned parcels of Real Property, there are no outstanding options or rights of first refusal to purchase, lease or otherwise acquire a parcel or any portion thereof or interest therein; to the material operations Knowledge of Parent and its Subsidiaries Seller, there are conducted as no Persons (other than Seller or the Companies) in possession of the date hereof parcel, other than tenants under leases or subleases disclosed in Exhibit 1.55 attached hereto who are in possession of space to which they are entitled under such lease or sublease; to the Knowledge of Seller, there is no existing violation of or nonconformity with, and Seller is not under investigation with respect to, has not been charged with and has not received any written notice of any alleged violation of or nonconformity with, any restriction, condition, covenant, commitment, contract or agreement relating thereto, the non-compliance with which would have a Material Adverse Effect; prior to Closing, Seller will deliver to Buyer any surveys of any part of the owned Real Property that may be in the possession of Seller or the Companies; there are no encroachments of buildings or improvements comprising a part of the Real Property onto adjacent property or onto any easements encumbering such Real Property which would have a Material Adverse Effect; and Seller has obtained and delivered to Buyer the commitment (together with copies of all documentary exceptions listed or referred to therein, hereinafter referred to as the "Title Commitment") of Lawyers Title Insurance Corporation (the “Parent Leased "Title Company") to issue one or more owner’s policies of title insurance insuring in one of the Companies good and marketable fee simple title to each parcel of Real Property”Property on ALTA Owner’s Form 1992, with no exceptions from coverage other than those pre-printed on the policy and the Permitted Liens. If Buyer desires to obtain, at its sole cost, such owner’s policies of title insurance at Closing, Seller agrees (i) to execute and deliver to Buyer at Closing the Title Company’s standard form of owners affidavit as to mechanics’ liens and possession (with such modifications thereto as are necessary in order to make the affidavit factually accurate), is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default to use reasonable efforts to comply with the customary and applicable requirements of a material nature Seller contained in the Title Commitment to have such policies issued and (iii) to use reasonable efforts to clear up any of the exceptions from coverage pre-printed on the part of Parent or, if applicable, its Subsidiary or, to Title Commitment that do not in fact affect the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would ; provided, however, that Seller shall not reasonably be expected required to have, individually obtain updated or in the aggregate, new surveys of any parcel of Real Property and that receipt of such owner’s policies by Buyer shall not be a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right condition precedent to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted LiensBuyer’s obligations hereunder.

Real Property. (a) With respect to the real property owned by Parent or any Subsidiary at which the material operations of The Parent and the Parent Subsidiaries are conducted as have good and marketable (or indefeasible, in jurisdictions where the term "marketable" is not customarily used in such a context) title in fee simple to the real property purported to be owned by them, and, upon the exercise of any options to acquire real property optioned by Parent or any Parent Subsidiary, Parent or such Parent Subsidiary will have good and marketable (or indefeasible, in jurisdictions where the date hereof (term "marketable" is not customarily used in such property collectivelya context) title in fee simple to such optioned property, the “Parent Owned Real Property”)in each case free and clear of all liens, charges and encumbrances, except liens for Taxes not yet due and payable and such liens or other encumbrances as would do not or will not materially interfere with the present use or intended use by Parent and the Parent Subsidiaries or materially affect the value of or the ability to market to customers the property affected thereby and which are not reasonably be expected likely to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent and the Parent Subsidiaries hold valid policies of title insurance issued by reputable title insurance companies on each parcel of real property owned by them in amounts equal to the purchase price paid by Parent or such Parent Subsidiary at the time of its acquisition thereof. Neither Parent nor any Parent Subsidiary has given, either nor have they received, any notice or information indicating that the facts set forth in any surveys or title insurance policies are untrue or incorrect in any material respect nor has Parent or any Parent Subsidiary received any notice that a breach or an event of default exists, and no condition or event has occurred that with the giving of notice, the lapse of time, or both would constitute a breach or event of default, by Parent or any Parent Subsidiary, or to the knowledge of Parent, any other person with respect to any material contracts, covenants, conditions and restrictions, deeds, deeds of trust, rights-of-way, easements, mortgages and other documents granting to Parent or any Parent Subsidiary title to or an interest in or otherwise affecting the real property which is material to the operation of the business of Parent and the Parent Subsidiaries, as presently conducted or intended to be conducted, except for such breach or event of default that is not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect. To the knowledge of Parent, no condemnation, eminent domain, or similar proceeding exists, is pending or threatened with respect to, or that could affect, any real property owned or leased by Parent or any Parent Subsidiary that is reasonably likely to have a Parent Material Adverse Effect. No developer-related charges or assessments for off-site improvements payable to any public authority or any other person for public improvements are unpaid (other than those reflected on the Parent Balance Sheet or incurred since the date of the Parent Balance Sheet in the ordinary course of Parent's business consistent with past practices), except for charges or assessments that are reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect. To the knowledge of Parent, there is no material impediment to obtaining any permits or governmental approvals required to develop lots or construct homes on undeveloped real property held by Parent or a Parent Subsidiary has good for such purpose (the "PARENT DEVELOPMENT PROPERTIES"), except for such as is not reasonably likely to have a Parent Material Adverse Effect. The Parent Development Properties have access to public streets, and valid title are serviced (or will be serviced in accordance with "will serve letters" issued by the appropriate utility provider), in all material respects, by water, gas and electricity and other services that may be necessary to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected construct homes on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pendingproperties, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect such utilities and other services are or will be adequate for the current and intended use of such property. All material leases pursuant to which Parent or any Parent Owned Real PropertySubsidiary leases from others real or personal property are valid and in full force and effect and no default or event of default by Parent or the Parent Subsidiaries has occurred thereunder, except proceedings which would where the lack of such validity and effectiveness or the existence of such defaults or event of defaults is not reasonably be expected likely to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent Leased Real Property”), is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted Liens.

Real Property. (a) With respect to the The Seller does not own any real property owned by Parent or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectproperty. (b) Except as would not reasonably be expected to have, individually or in Section 4.10(b) of the aggregate, a Parent Material Adverse Effect, (i) Disclosure Schedules sets forth each material lease, sublease and other agreement under which Parent or any parcel of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which leased by the material operations of Parent Seller and its Subsidiaries are conducted as used in or necessary for the conduct of the date hereof Business as currently conducted (together with all rights, title and interest of the Seller in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Parent Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which the Seller holds any Leased Real Property (collectively, the “Leases”). By the Delivery Date, the Seller will have made available to the Buyer a true and complete copy of each Lease. Except as set forth in Section 4.10(b) of the Disclosure Schedules, with respect to each Lease: (i) such Lease is valid, binding binding, enforceable and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance the Seller enjoys peaceful and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion undisturbed possession of the court before which any proceeding therefor may be brought and Leased Real Property; (ii) the Seller is not in breach or default under such Lease, and no uncured event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default, and the Seller has paid all rent due and payable under such Lease; (iii) the Seller has not received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a material nature on default by the part Seller under any of Parent or, if applicable, its Subsidiary orthe Leases and, to the knowledge Knowledge of Parentthe Seller, the landlord thereunder exists no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto; (iv) the Seller has not subleased, assigned or otherwise granted to any Parent Person the right to use or occupy such Leased Real Property or any portion thereof; and (v) the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property. Except as would . (c) The Seller has not received any written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to have, individually adversely affect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any material portion of any Leased Real Property has been damaged or destroyed by fire or other casualty. (d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject same manner as conducted prior to the terms Closing and constitutes all of the lease, sublease or other agreement applicable thereto, real property necessary to conduct the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted LiensBusiness as currently conducted.

Real Property. (a) With respect to Neither the real property owned by Parent or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent Company nor any of its Subsidiaries has received notice of owns any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectreal property. (b) Except as would not reasonably be expected to haveSection 3.20(b)(i) of the Company Disclosure Schedule contains a complete and accurate list of all of the existing material leases, individually subleases or in other agreements (collectively, the aggregate, a Parent Material Adverse Effect, (i“Leases”) each material lease, sublease and other agreement under which Parent the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy occupy, now or in the future, any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (such property, the “Parent Leased Real Property”)) including, is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any each Lease, the name of the lessor and the date of the Lease and each amendment thereto. The Company has heretofore made available to Parent Leased Real Propertytrue, correct and complete copies of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). Except as would not reasonably be expected to have, individually or The Company and/or its Subsidiaries have and own valid leasehold estates in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens. Section 3.20(b)(ii) of the Company Disclosure Schedule contains a complete and accurate list of all of the existing Leases granting to any Person, except for Parent Permitted Liensother than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. The Leases are each in full force and effect in accordance with their respective terms and neither the Company nor any of its Subsidiaries is in material breach of or default under, or has received written notice of any material breach of or default under, any material Lease, and, to the Knowledge of the Company, no event has occurred that with notice or lapse of time or both would constitute a material breach or default thereunder by the Company or any of its Subsidiaries or any other party thereto. To the Company’s Knowledge, (i) there are no laws, statutes, rules, regulations or orders now in existence or under active consideration by any Governmental Entity which could require the tenant of any Leased Real Property to make any expenditure in excess of $100,000 to modify or improve such Leased Real Property to bring it into compliance therewith, and (ii) the Company shall not be required to expend more than $100,000 in the aggregate under all Leases to restore the Leased Real Property at the end of the term of the applicable Lease to the condition required under the Lease (assuming the conditions existing in such Leased Real Property as of the date hereof and as of the Closing).

Real Property. (a) With respect to the Seller does not own any real property. (b) Schedule 2.11 sets forth a list of all real property owned used in the Business that is leased by Parent or any Subsidiary at which Seller (the material operations of Parent “Leased Property”) and the Parent Subsidiaries are conducted as leases pursuant to which Seller leases such Leased Property (the “Leased Property Leases”). Schedule 2.11 lists, for each such Leased Property Lease, the name of the date hereof (such property collectivelylessor, the “Parent Owned Real Property”), except as would not reasonably be expected to have, individually or date of the lease and the lease term. The Leased Property Leases cover all the Leased Property that Seller uses in the aggregateconduct of the Business. Seller has delivered to ITS or Acquisition Sub true, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary correct and complete copies of all of the Leased Property Leases. Seller has good and valid title to such Parent Owned Real its leasehold interest in the Leased Property, free and clear of all LiensEncumbrances, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due Permitted Encumbrances. Each Leased Property Lease is in full force and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, effect and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent Leased Real Property”), is valid, binding and enforceable in accordance with its terms. All accrued and currently payable rents and other payments required under the Leased Property Leases have been paid, and no notice of default or termination has been given or received by Seller, no event of default has occurred, and no condition exists and no event has occurred that, with the giving of notice, the lapse of time, or the happening of any further event, would become a default under or permit early termination of any of the Leased Property Leases. (c) All of Seller’s and Parent’s activities with respect to Leased Property have been and are being conducted in compliance with applicable Environmental Laws (as defined below), and there has been no release of Hazardous Materials (as defined below) on, in, from or onto the Leased Property. Seller has not generated, manufactured, refined, transported, stored, handled, disposed of or released any Hazardous Materials on the Leased Property nor has Seller knowingly or negligently permitted the foregoing. Seller has obtained all approvals and caused all notifications to be made as required by Environmental Laws, and Seller has obtained all required registrations with, licenses from, or permits issued by governmental agencies or authorities pursuant to any applicable Environmental Laws, and all such registrations, licenses or permits are in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, . Neither Seller nor Parent has received any notice of any violation of any Environmental Laws relating to creditors’ rights generally the Leased Property, and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary action has been commenced or, to the knowledge Knowledge of Seller or Parent, threatened, regarding Seller’s compliance with any Environmental Laws relating to the landlord thereunder exists with respect to any Parent Leased Real Property. Except No tanks used for the storage of any Hazardous Material above or below ground are present or were at any time present on or about the Leased Property. No action has been commenced or threatened regarding the presence of any Hazardous Material on or about the Leased Property, and no Hazardous Materials are present on or at the Leased Property in such a manner as would not reasonably be expected may require investigation or remediation under any applicable law. No friable asbestos is present on the Leased Property. “Environmental Laws” means any and all federal, state and local statutes, regulations and ordinances relating to havethe protection of human health and the environment, individually including the air, water and land. “Hazardous Material” means any hazardous or toxic material, substance, or waste including, without limitation, those materials, substances, and wastes listed in the aggregateUnited States Department of Transportation Hazardous Materials Table (49 C.F.R. § 172.101) or by the United States Environmental Protection Agency as hazardous substances (40 C.F.R. Part 302 and amendments thereto), a Parent Material Adverse Effectpetroleum products (as defined in Title I to the Resource Conservation and Recovery Act, Parent 42 U.S.C. § 6991-6991(i)) and each of its Subsidiaries has a good their derivatives, and valid leasehold interest in such other materials, substances, and wastes as become regulated or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted Lienscleanup authority under any Environmental Laws.

Real Property. (a) With respect to the real property owned by Parent or any Subsidiary at which the material operations of The Parent and the Parent Subsidiaries are conducted as have good and marketable (or indefeasible, in jurisdictions where the term "marketable" is not customarily used in such a context) title in fee simple to the real property purported to be owned by them, and, upon the exercise of any options to acquire real property optioned by Parent or any Parent Subsidiary, Parent or such Parent Subsidiary will have good and marketable (or indefeasible, in jurisdictions where the date hereof (term "marketable" is not customarily used in such property collectivelya context) title in fee simple to such optioned property, the “Parent Owned Real Property”)in each case free and clear of all liens, charges and encumbrances, except liens for Taxes not yet due and payable and such liens or other encumbrances as would do not or will not materially interfere with the present use or intended use by Parent and the Parent Subsidiaries or materially affect the value of or the ability to market to customers the property affected thereby and which are not reasonably be expected likely to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent and the Parent Subsidiaries hold valid policies of title insurance issued by reputable title insurance companies on each parcel of real property owned by them in amounts equal to the purchase price paid by Parent or such Parent Subsidiary at the time of its acquisition thereof. Neither Parent nor any Parent Subsidiary has given, either nor have they received, any notice or information indicating that the facts set forth in any surveys or title insurance policies are untrue or incorrect in any material respect nor has Parent or any Parent Subsidiary received any notice that a breach or an event of default exists, and no condition or event has occurred that with the giving of notice, the lapse of time, or both would constitute a breach or event of default, by Parent or any Parent Subsidiary, or to the knowledge of Parent, any other person with respect to any material contracts, covenants, conditions and restrictions, deeds, deeds of trust, rights-of-way, easements, mortgages and other documents granting to Parent or any Parent Subsidiary title to or an interest in or otherwise affecting the real property which is material to the operation of the business of Parent and the Parent Subsidiaries, as presently conducted or intended to be conducted, except for such breach or event of default that is not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect. To the knowledge of Parent, no condemnation, eminent domain, or similar proceeding exists, is pending or threatened with respect to, or that could affect, any real property owned or leased by Parent or any Parent Subsidiary that is reasonably likely to have a Parent Material Adverse Effect. No developer-related charges or assessments for off-site improvements payable to any public authority or any other person for public improvements are unpaid (other than those reflected on the Parent Balance Sheet or incurred since the date of the Parent Balance Sheet in the ordinary course of Parent's business consistent with past practices), except for charges or assessments that are reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect. To the knowledge of Parent, there is no material impediment to obtaining any permits or governmental approvals required to develop lots or construct homes on undeveloped real property held by Parent or a Parent Subsidiary has good for such purpose (the "Parent Development Properties"), except for such as is not reasonably likely to have a Parent Material Adverse Effect. The Parent Development Properties have access to public streets, and valid title are serviced (or will be serviced in accordance with "will serve letters" issued by the appropriate utility provider), in all material respects, by water, gas and electricity and other services that may be necessary to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected construct homes on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pendingproperties, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect such utilities and other services are or will be adequate for the current and intended use of such property. All material leases pursuant to which Parent or any Parent Owned Real PropertySubsidiary leases from others real or personal property are valid and in full force and effect and no default or event of default by Parent or the Parent Subsidiaries has occurred thereunder, except proceedings which would where the lack of such validity and effectiveness or the existence of such defaults or event of defaults is not reasonably be expected likely to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent Leased Real Property”), is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted Liens.

Real Property. Section 3.12 of the Seller Disclosure Schedule sets forth a list, as of the date hereof, that is complete and accurate in all material respects of (a) With respect to the real property owned by Parent Seller or any Subsidiary at which Transferred Entity with respect to the material operations of Parent Business and the Parent Subsidiaries are conducted being transferred to Purchaser as part of the date hereof Sale hereunder (such property collectively, the “Parent Business Owned Real Property”) and the applicable Seller or Transferred Entity that is the holder thereof and (b) the real property leased, subleased or licensed by any Transferred Entity or other applicable Affiliate of Seller with respect to the Business and being transferred to Purchaser as part of the Sale hereunder, other than the Business Owned Real Property (the “Business Leased Real Property” and, together with the Business Owned Property, the “Business Real Property”). Except as would not reasonably be expected to be material to the Business and the Transferred Entities, taken as a whole, each of the Transferred Entities, as applicable, has, good and marketable title to all Business Owned Real Property and a valid leasehold, subleasehold or license interest, as applicable, in the Business Leased Real Property leased, subleased or licensed by it, in each case free and clear of all Liens, except Permitted Liens. There are no pending or, to the Knowledge of Seller, threatened condemnation proceedings affecting any Business Owned Real Property or Business Leased Real Property or any material portion thereof, except as would not reasonably be expected to havebe material to the Transferred Entities and the Business, individually or in taken as a whole. All leases, subleases and licenses, together with all amendments, modifications and supplements thereto (collectively, the aggregate, “Real Property Leases” and each a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned “Real Property, free and clear of all Liens, other than any such Lien (iProperty Lease”) for Taxes or governmental assessmentsthe Business Leased Real Property are in full force and effect and are enforceable in accordance with their respective terms, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and subject to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real PropertyEnforceability Exceptions, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected to havebe material to the Transferred Entities and the Business, individually taken as a whole. Neither Seller nor any Transferred Entity has received any written notice of any, and there is no, default or other matter or condition in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted existence as of the date hereof (that would constitute a breach under any Real Property Lease by any of the “Parent Leased Real Property”)Transferred Entities under any such lease, is valid, binding and in full force and effectsublease or license, except that (A) enforcement may as would not reasonably be subject expected to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and material to the discretion of Transferred Entities and the court before which any proceeding therefor may be brought and (ii) no uncured default of Business, taken as a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Propertywhole. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject be material to the terms Transferred Entities and the Business, taken as a whole, the buildings, structures, fixtures and other improvements located on the Business Owned Real Property and the Business Leased Real Property (collectively, the “Improvements”) comply with all applicable Laws. Except as would not reasonably be expected to be material to the Transferred Entities and the Business, taken as a whole, none of the leaseImprovements require any special dispensation, sublease variance or special permit under any Law (whether or not such dispensation, variance or special permit has been issued and obtained). Section 3.12(c) of the Seller Disclosure Schedule sets forth a list, as of the date hereof, that is complete and accurate in all material respects of all easements, servitudes, rights of way and similar agreements that encumber, affect or have otherwise granted rights in and to the Business Real Property in favor of the Seller, PSE&G or their respective Affiliates (together with all amendments, modifications and other agreement applicable supplements thereto, the Parent Leased Real Property“Existing Affiliate Easements”). The Existing Affiliate Easements do not materially interfere with, free and clear would not reasonably be expected to materially interfere with as a result of all Liensthe exercise of the rights of the parties thereunder, except for Parent Permitted Liensthe ordinary conduct of the Business as conducted as of the date hereof at the asset to which they relate, or the use or occupancy thereof.

Real Property. (a) Schedule 4.23(a) sets forth the address of each Owned Real Property. With respect to each Owned Real Property: (i) the real property owned by Parent or any Subsidiary at Company has good and marketable fee simple title to such Owned Real Property, which the material operations shall be free and clear of Parent all liens and the Parent Subsidiaries are conducted encumbrances as of the date hereof Closing Date, except for Permitted Liens; (such property collectivelyii) except as set forth on Schedule 4.23(a), the “Parent Company has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (iii) other than the right of the Parent pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein; and (iv) the Company is not a party to any agreement or option to purchase any real property or interest therein. (b) Schedule 4.23(b) sets forth a true, correct and complete list of all Leases. The Leases are the only Contracts pursuant to which the Company leases any real property or right in any Real Property”). The Company has provided to Parent and Merger Sub accurate and complete copies of all Leases. The Company has good, except as would not reasonably be expected valid and subsisting title to have, individually or its respective leasehold estates in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Propertyoffices described on Schedule 4.23(b), free and clear of all Liens, Liens other than Permitted Liens. The Company has not breached or violated any such Lien local zoning ordinance, and no notice from any Person has been received by the Company or served upon the Company claiming any violation of any local zoning ordinance. (c) With respect to each Lease: (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent Leased Real Property”), it is valid, binding and enforceable in accordance with its terms and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and ; (ii) all rents and additional rents and other sums, expenses and charges due thereunder have been paid; (iii) the Company has been in peaceable possession of the premises leased thereunder since the commencement of the original term thereof; (iv) no uncured waiver, indulgence or postponement of the Company’s obligations thereunder has been granted by the lessor; (v) the Company has performed all material obligations imposed on it under such Lease and there exist no default or event of a material nature on default thereunder by the part of Parent or, if applicable, its Subsidiary Company or, to the knowledge Company’s Knowledge, by any other party thereto; (vi) there exists, to the Company’s Knowledge, no occurrence, condition or act which, with the giving of Parentnotice, the landlord thereunder exists with respect to lapse of time or the happening of any Parent Leased Real Property. Except as further event or condition, would not reasonably be expected to havebecome a default or event of default by the Company thereunder; (vii) there are no outstanding claims of breach or indemnification or notice of default or termination thereunder and (viii) the Company has not exercised early termination options, individually or in if any, under such Lease. The Company holds the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to estate established under the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, Leases free and clear of all Liens, except for Parent Permitted LiensLiens of mortgagees of the Real Property on which such leasehold estate is located. The Real Property leased by the Company is in a state of maintenance and repair in all material respects adequate and suitable for the purposes for which it is presently being used, and there are no material repair or restoration works likely to be required in connection with such leased Real Property. The Company is in physical possession and actual and exclusive occupation of the whole of the leased premises, none of which is subleased or assigned to another Person. Each Lease leases all useable square footage of the premises located at each leased Real Property. With respect to the improvements made by the Company that require restoration by the Company upon expiration or the earlier termination of the applicable Leases in accordance with the terms of such Leases, the cost of the Company’s restoration obligations shall not exceed $100,000 in the aggregate. (d) The Company does not owe any brokerage commission with respect to any Real Property.

Real Property. (a) With respect to the real property owned by Parent or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted Schedule 3.3(a)(i) sets forth, as of the date hereof hereof, an accurate and complete list (such property collectively, the “Parent Owned Real Property”), except as would not reasonably be expected other than with respect to haveTransferred Leases for distribution-related facilities that are not, individually or in the aggregate, a Parent Material Adverse Effectmaterial to the Business), either Parent and, as of the Closing Date and as updated pursuant to Section 5.12, will set forth an accurate and complete list, of the real property or a Parent Subsidiary has good and valid title to such Parent interests in real property owned in fee by Seller or its Affiliates under the heading “Owned Real Property” and leased by Seller or its Affiliates under the heading “Transferred Leases” (distinguishing between Adjacent Leased Warehouse Facilities and leased warehouse facilities), in each case, that are exclusively used or held exclusively for use in the operation or conduct of the Business. Schedule 3.3(a)(ii) contains an accurate and complete list of all material Shared Facilities. (b) Seller or its applicable Affiliates have insurable fee title to the Transferred Facilities, in each case free and clear of all Liens except Permitted Liens. (c) There are no pending or, to Seller’s Knowledge, threatened condemnation Proceedings or other actions relating to any Transferred Facility or any Adjacent Leased Warehouse Facility. (d) Except for the leases listed on Schedule 3.3(d), there are no leases, subleases, licenses, occupancy agreements, options, concessions or other agreements or arrangements granting to any Person the right to purchase, use or occupy the Transferred Facilities or any Adjacent Leased Warehouse Facility (other than such agreements or arrangements which require the grantee to take its interest subject to such Transferred Leases and which would not adversely impact Buyer’s quiet enjoyment of the real property and/or improvements, as applicable, leased pursuant thereto) or a material interest in any such Lien Transferred Facility or Adjacent Leased Warehouse Facility. (e) The Transferred Facilities, and to Seller’s Knowledge, the Adjacent Leased Warehouse Facilities (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested are in good faith or for which adequate accruals or reserves have been establishedoperating condition and repair, ordinary wear and tear excepted, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising have been reasonably maintained consistent with standards generally followed in the ordinary course industry (given due account to the age and length of businessuse of same), and (iii) are adequate and suitable for their present uses. (f) Except for the Transferred Leases listed on Schedule 3.3(f), there are no material real property leases or subleases pursuant to which is disclosed on the most recent consolidated balance sheet of Parent Seller or notes thereto its Affiliates lease from a third Person real property exclusively used or securing liabilities reflected on such balance sheet, (iv) which was incurred held exclusively for use in the ordinary course of business since the date operation or conduct of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”)Business. As of the date hereof, neither Parent nor any true and correct copies of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to haveall Transferred Leases (other than Transferred Leases for distribution-related facilities that are not, individually or in the aggregate, a Parent Material Adverse Effect. (bmaterial to the Business) Except as would not reasonably be expected to have, individually and any amendments or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent modifications thereof have been delivered or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as made available for review by Buyer. As of the date hereof (Closing Date, true and correct copies of all Transferred Leases and any amendments or modifications thereof will have been delivered or made available for review by Buyer pursuant to Section 5.12. To Seller’s Knowledge, the “Parent Leased Real Property”), is valid, binding Transferred Leases are unmodified and in full force and effect, except that (A) enforcement may be subject and there are no other agreements, written or oral, for the use and occupancy of the real property and/or improvements, as applicable, leased under the Transferred Leases. Neither Seller or its Affiliates, nor to applicable bankruptcySeller’s Knowledge, insolvency, examinership, reorganization, moratorium any landlord or other similar Lawsparty, now is in material Default under the Transferred Leases, and, to Seller’s Knowledge, no material Defaults by Seller or hereafter in effectany landlord or other party have been alleged thereunder. (g) The Transferred Facilities, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and the real property and/or improvements leased pursuant to the discretion Transferred Leases and the Shared Facilities include all of the court before which any proceeding therefor may be brought real property owned or leased by Seller or its Affiliates and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually used or held for use in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in operation or contractual right to use or occupy, subject to the terms conduct of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted LiensBusiness.

Real Property. (a) With respect to Except as set forth in Schedule 3.12(a), the Business Real Property constitutes all the real property owned or leased by Parent Seller or any of its Subsidiaries that is used or held for use primarily in the conduct of the Business as currently conducted. (b) Seller or the applicable Subsidiary at which of Seller has good title to or, in the case of the Leased Real Property, valid leasehold interests in, all of its respective material operations Owned Real Property and its respective material Leased Real Property (in each case other than those assets and interests disposed of Parent since the date hereof in the ordinary course of business consistent with past practice), free and the Parent clear of any Liens other than Permitted Liens. Seller and its Subsidiaries are conducted not a party to any Contract (including without limitation any Contract to purchase or lease any real property or interest therein), which as of the date hereof (such property collectivelyor as of the Closing Date is intended to be used in the operation of, the “Parent Business. Other than the rights of Buyer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase any Owned Real Property or any interest therein. (c) Seller has made available to Buyer a true and correct copy of the Lease for each Leased Real Property”). To the knowledge of Seller, (i) each such Lease (together with any amendment thereto) is valid and in full force and effect, is unmodified and represents the entire agreement between Seller or the applicable Subsidiary of Seller and the applicable lessor, (ii) neither Seller or the applicable Subsidiary of Seller nor any other party to such Lease is in default of its obligations under any such Leases, except for such defaults as would not reasonably be expected to haveto, individually or in the aggregate, have a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on Seller’s or the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date applicable Seller Subsidiary’s possession and quiet enjoyment of the most recent consolidated balance sheet of Parent Leased Real Property under such Lease has not been disturbed, and to Seller’s knowledge without independent inquiry there are no disputes with respect to such Lease, except for such disturbances or (v) which disputes that would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Parent Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (iiv) each material leasethe other party to such Lease is not an affiliate of, sublease and other agreement under which Parent Seller or any of its Subsidiaries uses Subsidiaries, and (v) Seller or occupies the applicable Subsidiary of Seller has not collaterally assigned or granted any other security interest in such Lease or any interest therein other than such collateral assignments or security interests that constitute Permitted Liens and will be removed or terminated prior to the Closing Date. (d) Except as set forth in Schedule 3.12(d), Seller has not leased, subleased, licensed or otherwise granted to any Person the right to use or occupy any material real property at which portion of the material operations of Parent and Business Real Property and, except for Permitted Liens, no Person other than Seller or its Subsidiaries (including the Purchased Subsidiary Companies) has the right to use the Business Real Property and there are conducted no shared facilities or services at the Business Real Property which are used in connection with any Retained Business. (e) Except as of the date hereof (the “Parent Leased Real Property”set forth in Schedule 3.12(e), is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of ParentSeller, the landlord thereunder exists there are no pending or threatened, in writing, condemnation proceedings with respect to any Parent Leased of the Business Real Property. Except Property that would materially affect the use, operation and/or maintenance thereof as would not reasonably be expected to havethe same are now being used, individually operated and/or maintained. (f) Seller or in the aggregate, a Parent Material Adverse Effect, Parent and each applicable Subsidiary of its Subsidiaries Seller has a good and valid leasehold interest in or contractual right to use or occupy, subject marketable title to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real PropertyOwned Ground Lease Improvements, free and clear of all any Liens, except for Parent Permitted Liens, and other than the right of Buyer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase any Owned Ground Lease Improvements or any interest therein. (g) Except as set forth in Schedule 3.12(g), the Business Real Property comprises all of the real property used or intended to be used in, or otherwise related to, the Business.

Real Property. (a) With respect to the The Sellers do not own any real property owned by Parent that is exclusively used in or any Subsidiary at which necessary for the material operations of Parent and the Parent Subsidiaries are conducted as conduct of the date hereof (such property collectively, the “Parent Owned Real Property”), except 17173 Business as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectconducted. (b) Except as would not reasonably be expected to have, individually or in Section 4.09(b) of the aggregate, a Parent Material Adverse Effect, (i) Disclosure Schedules sets forth each material lease, sublease and other agreement under which Parent or any parcel of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which leased by the material operations of Parent Sellers and its Subsidiaries are conducted as used in or necessary for the conduct of the date hereof 17173 Business as currently conducted (together with all rights, title and interest of the Sellers in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Parent Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which the Sellers hold any Leased Real Property (collectively, the “Leases”). The Sellers have delivered to the Buyers a true and complete copy of each Lease. With respect to each Lease: (i) such Lease is valid, binding binding, enforceable and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and constitutes the entire agreement with respect to the discretion property demised thereunder, and the Sellers enjoy peaceful and undisturbed possession of the court before which any proceeding therefor may be brought and Leased Real Property; (ii) none of the Sellers is in breach or default under such Lease, and no uncured default event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a material nature on breach or default, and the part Sellers have paid all rent due and payable under such Lease. To the Knowledge of Parent orthe Sellers, if applicable, its Subsidiary or, to the knowledge none of Parent, the landlord thereunder exists in respect of the Leases are in breach or default under such Leases; (iii) none of the Sellers has received or given any notice of any default or event that with respect notice or lapse of time, or both, would constitute a default by the Sellers under any of the Leases; (iv) none of the Sellers has subleased, assigned or otherwise granted to any Parent Person the right to use or occupy such Leased Real Property or any portion thereof; and (v) none of the Sellers has pledged, mortgaged or otherwise granted an Encumbrance on their leasehold interest in any Leased Real Property. Except as would not . (c) None of the Sellers has received any written notice of (i) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (ii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to have, individually materially and adversely affect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any material portion of any Leased Real Property has been damaged or destroyed by fire or other casualty. (d) The Leased Real Property is sufficient for the continued conduct of the 17173 Business after the Closing in substantially the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject same manner as conducted prior to the terms Closing and constitutes all of the lease, sublease or other agreement applicable thereto, real property reasonably necessary to conduct the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted Liens17173 Business as currently conducted.

Real Property. (a) With respect to Neither the Sellers nor the Sold Companies own, lease or sublease, occupy or otherwise hold any real property owned by Parent or any Subsidiary at which interests therein primarily used or primarily held for use in the material operations of Parent and the Parent Subsidiaries are conducted Business as of the date hereof of this Agreement, other than the Owned Real Property and Leased Real Property. (b) The Sellers or Sold Companies own and have good and marketable title in and to the Owned Real Property and all the buildings, structures and other improvements located thereon and fixtures attached thereto. Except as set forth on Schedule 3.20(b), there are no leases, subleases, licenses, concessions, or other agreements entered into by any of the Sold Companies or the Asset Sellers, granting to any Person or Persons the right of use or occupancy to any portion of any of such property collectively, the “Parent Owned Real Property”), except as would . The Sold Companies and the Asset Sellers have not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than received any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received written notice of any pending, and to the knowledge Knowledge of Parent there is no Seller Parent, any threatened, condemnation condemnation, eminent domain or similar proceeding with respect that in any such case would materially affect the conduct of the Business as currently conducted. (c) Except as provided in Schedule 3.20(c), (i) the Sellers and the Sold Companies have good, valid and enforceable leasehold title to any Parent Owned all Leased Real Property, in each case, free and clear of all Encumbrances, except proceedings Permitted Encumbrances; (ii) to the Knowledge of Seller Parent, the applicable Real Estate Lease is in full force and effect, (iii) to the Knowledge of Seller Parent, such Seller or Sold Company is not in material breach or default, and no event has occurred which, with notice or lapse of time, has had or would constitute such a material breach or default or permit termination, modification or acceleration under a Real Estate Lease, which termination, modification or acceleration would not reasonably be expected to havematerially affect the conduct of the Business as currently conducted or (iv) such Seller or Sold Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof except in the Ordinary Course of Business. (d) Schedule 3.20(d) identifies all mortgages, deeds of trust and other Encumbrances (other than Permitted Encumbrances and Encumbrances that will either be discharged on or prior to Closing or for which binding undertakings to discharge with effect from the Closing will be delivered on or prior to Closing) upon Owned Real Property and Leased Real Property of any of the Seller or Sold Company which fully or partially secure indebtedness for money borrowed in a principal amount that individually or in the aggregate, a Parent Material Adverse Effectaggregate exceeds $250,000. (be) Except as would not reasonably be expected to havehave a Company Material Adverse Effect or as set forth on Schedule 3.20(c), with respect to the Real Property: (i) Seller Parent has delivered to Buyer complete and accurate copies of each of the leases to be assigned to and assumed by Buyer in the Assignment and Assumption of Real Estate Leases and any documents or instruments affecting the rights or obligations of any of the parties thereto; (ii) There is no pending or, to the Knowledge of Seller Parent, threatened or contemplated, appropriation, condemnation or like proceeding affecting the Real Property or any part thereof or of any sale or other disposition of the Real Property or any part thereof in lieu of condemnation; (iii) No Seller or Sold Company has received written notice that it is in violation of any applicable zoning law, regulation or other applicable Law, related to or affecting the Real Property; (iv) each facility (including all buildings, structures and improvements) included in the Acquired Assets is suitable in all material respects for its current use, operation and occupancy; (v) the ownership, occupancy, use and operation of the Real Property, or any portion thereof and the improvements erected thereon, (A) to the Knowledge of Seller Parent, complies in all material respects with all applicable Laws, and (B) does not violate or conflict with (x) any covenants, conditions or restrictions applicable thereto or (y) the terms and provisions of any instrument of record or contractual obligations relating thereto, except to the extent, in the case of both clause (A) and (B), it shall not have a Company Material Adverse Effect; and (vi) none of the Real Property has suffered any material damage by fire or other casualty which has not heretofore been (or at Closing shall have been) repaired and restored in all material respects, except for damages that would not, individually or in the aggregate, have a Parent Company Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent Leased Real Property”), is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted Liens.

Real Property. (a) Section 3.12(a) of the Disclosure Schedule sets forth the address, tax parcel identification number, and legal description of each parcel of Owned Real Property, as well as the titleholder of record with respect thereto. With respect to the real property owned by Parent or any Subsidiary at which the material operations each parcel of Parent and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has Person indicated on Section 3.12(a) of the Disclosure Schedule is the sole titleholder of record and owns good and valid marketable indefeasible fee simple absolute title and all equitable interests therein to such Parent Owned Real Property, together with all privileges, rights, easements, hereditaments, and appurtenances thereunto belonging, free and clear of all Liens, other than Permitted Liens. (b) Section 3.12(b) of the Disclosure Schedule sets forth the address of each parcel of Leased Real Property and a description of each Lease and the holder of the leasehold interest with respect thereto. To the Knowledge of Seller, no party to any Lease has threatened to cancel or not renew such Lien Lease, nor has any party thereto threatened or alleged any material breach of such Lease. Subject to the respective terms and conditions in the Leases, the Person indicated on Section 3.12(b) of the Disclosure Schedule is the sole legal and equitable owner of the leasehold interest, and has all rights in each of the Leased Real Properties and possesses good and marketable leasehold title thereto, free and clear of all Liens other than Permitted Liens. With respect to each Lease, (i) for Taxes or governmental assessmentsneither Seller’s nor any of its Affiliates’ possession and quiet enjoyment of the Leased Real Property under such Lease has ever been disturbed, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been establishedthere are no current material disputes with respect to such Lease, (ii) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising has not been redeposited in the ordinary course of businessfull, (iii) which is disclosed on neither Seller nor any of its Affiliates owes, or will owe in the most recent consolidated balance sheet of Parent future, any brokerage commissions or notes thereto or securing liabilities reflected on finder’s fees with respect to such balance sheetLease, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent Seller nor any of its Subsidiaries Affiliates has received notice of subleased, licensed or otherwise granted any pendingother party the right to use or occupy such Leased Real Property or any portion thereof, and there are no Persons other than Seller or its applicable Affiliate occupying or holding valid rights to occupy the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Leased Real Property, except proceedings which would not (v) neither Seller nor any of its Affiliates has collaterally assigned or granted any security interest in such Lease or any interest therein, (vi) neither Seller nor any of its Affiliates has received written notice that either such Leased Real Property or the use or occupancy thereof violates in any way any applicable Permits, covenants, conditions or restrictions, whether foreign, federal, state, provincial, local or private, (vii) such Leased Real Property or the holder of the leasehold interest therein has received all required Permits in connection with the use and occupancy thereof, and (viii) such Leased Real Property, including the mechanical systems, HVAC systems, plumbing, electrical, security, utility and sprinkler systems, are in reasonable, working condition, subject only to normal, scheduled maintenance and ordinary wear and tear, are reasonably be expected sufficient for the operation thereof for its current use, and neither Seller nor any of its Affiliates is aware of any material structural or other physical defect or deficiency in the condition of such Improvements, and, to havethe Knowledge of Seller, there are no facts or conditions that would, individually or in the aggregate, a Parent Material Adverse Effectinterfere in any material respect with the use or occupancy of such Improvements or any portion thereof in the operation of the Business as currently conducted thereon. Seller has received no written notice that either the Leased Real Property or the use or occupancy thereof violates in any way any applicable Permits, covenants, conditions or restrictions, whether foreign, federal, state, provincial, local or private, and, to the Knowledge of Seller, the Leased Real Property or the holder of the leasehold interest therein has received all required Permits in connection with the use and occupancy thereof. (bc) Except as would not reasonably be expected set forth in Section 3.12(c) of the Disclosure Schedule, with respect to have, individually or in the aggregate, a Parent Material Adverse Effect, each parcel of Real Property: (i) each material leasethere are no pending or, sublease to the Knowledge of Seller, threatened condemnation Proceedings, suits or administrative actions relating to any such parcel or other matters adversely affecting the current use, occupancy or value thereof, (ii) Seller has received no written notice that the use, ownership, occupancy and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as operation of the date hereof (Real Property in the “Parent Leased Real Property”)manner in which it is now used, is validowned, binding occupied and operated does not comply in full force and effectall material respects with all zoning, except that (A) enforcement may be subject to applicable bankruptcybuilding, insolvencyuse, examinership, reorganization, moratorium safety or other similar Laws, now or hereafter (iii) to the Knowledge of Seller, all Improvements on any such parcel are in effectgood operating condition, relating to creditors’ rights generally ordinary wear and (B) equitable remedies of specific performance and injunctive tear excepted, are supplied with utilities and other forms services necessary for the operation of equitable relief may be subject to equitable defenses the Business as currently conducted at such Real Property and sufficient for their current occupancy and use, (iv) neither Seller nor any of its Affiliates has received any notice of any special Tax, levy or assessment for benefits or betterments that affect any parcel of Real Property and, to the discretion Knowledge of Seller, no such special Taxes, levies or assessments are pending or contemplated, (v) there are no Contracts granting to any third party or parties the court before which right of use or occupancy of any proceeding therefor may be brought such Real Property, and there are no third parties in possession of any such Real Property, (iivi) each such Real Property abuts on and has direct vehicular access to a public road and there is no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary pending or, to the knowledge Knowledge of ParentSeller, threatened termination of such access, (vii) to the landlord thereunder exists with respect to Knowledge of Seller, all water, oil, gas, electrical, steam, compressed air, telecommunications, sewer, storm and waste water systems and other utility services or systems for such Real Property have been installed and are operational and sufficient for the operation of the Business as currently conducted thereon, and neither Seller nor any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries Affiliates has a good received any notice of discontinuance of or reduction in such services, and valid leasehold interest in or contractual right to use or occupy, subject (viii) to the terms Knowledge of Seller, such Real Property is in material compliance with all applicable Laws and Permits, including, but not limited to, building, zoning, subdivision, health and safety and other land use and building codes, ordinances, statutes or Laws, including the leaseAmericans with Disabilities Act of 1990, sublease or other agreement applicable theretoas amended, the Parent Leased and similar Laws in foreign jurisdictions in which a parcel of Real Property is situated, and all insurance requirements affecting such Real Property, free and clear neither Seller nor any of its Affiliates has received notice of violation of any such Laws which have not heretofore been cured or corrected. (d) Except as set forth in Section 3.12(d) of the Disclosure Schedules, the Real Property constitutes all Liensof the real property and Improvements owned, except for Parent Permitted Liensleased, subleased, licensed or otherwise used or occupied in connection with the Business. Neither Seller nor any of its Affiliates is party to any Contract or option to purchase or lease any other real property or any portion thereof or interest therein.

Real Property. (a) With respect to Seller and the Company do not own any real property owned used in the Business. (b) Part 2.14(b) of the Disclosure Letter sets forth each (i) parcel of real property leased by Parent the Company, and (ii) each parcel of real property leased by the Seller or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as Affiliate of the date hereof Seller that is used primarily in the conduct of the Business as currently conducted (together with all rights, title and interest of Seller or such property Affiliate in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Parent Owned Leased Real Property”), except and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto (collectively, the “Leases”). Seller has Made Available to Purchaser a true and complete copy of each Lease. With respect to each Lease: (i) Except as would disclosed on Part 2.14(b)(i) of the Disclosure Letter, Seller, Company or the Affiliate of Seller that is a party to the Lease has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; (ii) Seller, Company or any Affiliate of the Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property; (iii) The loan made to the Company for the Company’s fit-out and development in the amount of CHF 1,000,000 by the landlord under that certain Lease agreement between Xxxxxxxx Grundstucke and the Company dated 13 June 1997, as amended has been repaid in full. (c) Neither Seller nor Company nor any Affiliate of the Seller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to haveadversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, individually or 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Orders. The Company owns and has full legal title to the assets located in the aggregateLeased Real Property in the Zurich premises, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Propertyincluding installations made by the Company, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectEncumbrances. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent Leased Real Property”), is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted Liens.

Real Property. (a) With respect Section 3.7(a) of the Seller Disclosure Schedule sets forth a true and complete list of all real property leases and subleases that relate solely to the real property owned by Parent Consumer Care Business under which Seller or any Subsidiary at which of its Affiliates is a lessee or sublessee (the material operations of Parent “Real Property Leases,” and the Parent Subsidiaries are conducted as of the date hereof (such property collectivelyproperties leased or subleased thereunder, the “Parent Owned Leased Real Property”), except as would not reasonably be expected . The leasehold interests relating to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, Property Leases are free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”)Liens. As of the date hereof, neither Parent Seller nor any of its Subsidiaries Affiliates has received any written notice of any pending, and to from the knowledge of Parent there is no threatened, condemnation proceeding with respect other party to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually Property Lease of the termination or in the aggregate, a Parent Material Adverse Effectproposed termination thereof. (b) Except as would not reasonably be expected to have, individually or in Seller (together with its Affiliates) owns the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as listed on Section 3.7(b) of the date hereof Seller Disclosure Schedule (the “Parent Leased Real PropertyConveyed Sites”). Each of Seller and its Affiliates, is validas applicable, binding has good, valid and insurable fee title to the Conveyed Sites (other than the Conveyed Site in full force China) free and effectclear of any Liens, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion for Permitted Liens. In respect of the court before which any proceeding therefor may be brought and (ii) no uncured default Conveyed Site in China, Seller or an Affiliate of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries Seller has a good and valid leasehold interest in or contractual granted land use right to use or occupy, subject to the terms land and good and valid ownership of the leasebuildings constructed thereon, sublease or other agreement applicable thereto, the Parent Leased Real Property, in each case free and clear of all any Liens, except for Parent Permitted Liens. None of the Conveyed Sites is subject to any lease, license or sublicense or any right or option of any other Person to purchase or lease an interest in such Conveyed Site. None of the Companies or any of their Subsidiaries is a party to any Contract to acquire any real property and does not otherwise have any obligation to acquire any real property. (c) Except as set forth in Section 3.7(c) of the Seller Disclosure Schedule, each facility (including, all buildings, structures, and improvements) included in the Conveyed Sites and the Leased Real Property is in all material respects in good operating condition and repair and is in all material respects structurally sound and free of defects, with no material alterations or repairs required thereto under applicable Law or insurance company requirements. (d) Neither Seller nor any of its Affiliates has received any written notice of any condemnation, expropriation, eminent domain or similar proceeding affecting all or any part of the Conveyed Sites or the Leased Real Property.

Real Property. (aSchedule 3.6(b)(i) With respect to sets forth a list of each Assumed Lease and the real property owned by Parent or any Subsidiary at location which is the material operations of Parent and the Parent Subsidiaries are conducted as of the date hereof subject thereof (such property collectivelytogether, the “Parent Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent Leased Real Property”). The Sellers have made available to Purchaser, is validprior to the date of this Agreement, a true, correct and complete copy of each Assumed Lease. With respect to each Assumed Lease, (a) assuming due authorization and delivery by the other party thereto, such Assumed Lease constitutes the valid and legally binding obligation of the Sellers party thereto and, to the Sellers’ Knowledge, the counterparty thereto, enforceable against such Sellers and, to the Sellers’ Knowledge, the counterparty thereto in accordance with its terms and in full force and effectconditions, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, Laws relating to creditors’ rights generally and general principles of equity, and (Bb) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject except as set forth in Schedule 3.6(ii) neither such Sellers nor, to equitable defenses the Sellers’ Knowledge, the counterparty thereto is in breach or default under such Assumed Lease, and to the discretion Sellers’ Knowledge no event has occurred or condition exists that, with notice or lapse of the court before which time, or both, would constitute a default by any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary Seller or, to the knowledge Sellers’ Knowledge, by any other party thereto, except (i) for those defaults that will be cured by the payment of Parent, Cure Costs in accordance with the landlord thereunder exists Sale Order or waived in accordance with respect section 365 of the Bankruptcy Code (or that need not be cured under the Bankruptcy Code to any Parent Leased Real Property. Except as permit the assumption and assignment of the Assumed Leases) or (ii) to the extent such breach or default would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. To the Sellers’ Knowledge, Parent and each of its Subsidiaries no Person that is not a Seller has a good and valid leasehold interest in or contractual any right to possess, use or occupy, occupy any of the Leased Real Property except as set forth on Schedule 3.6(iii). The leasehold interests of the Sellers in the Assumed Leases are subject to the terms of the lease, sublease or no Encumbrances other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent than Permitted LiensEncumbrances.

Real Property. (a) With respect Xxxxxxxx owns no real property. (b) Velodyne has made available to Ouster a true and complete copy of each lease, sublease, occupancy agreement or other Contract for the real property owned by Parent or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as of the date hereof Velodyne Leased Real Property (such property collectively, the “Parent Owned Velodyne Real PropertyProperty Leases”). Each of Velodyne or its Subsidiaries, as the case may be, has a valid and subsisting leasehold or subleasehold interest in the Velodyne Leased Real Property free and clear of all Liens, except for any Permitted Liens and except as would not reasonably be expected to interfere in any material respects with the current use and operation of the Velodyne Leased Real Property by Velodyne and its Subsidiaries. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Velodyne Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent Velodyne nor any of its Subsidiaries has received written notice of any Proceedings in eminent domain, condemnation or other similar Proceedings that are pending, and to the knowledge of Parent Velodyne’s Knowledge there is are no such Proceedings threatened, condemnation proceeding with respect affecting any portion of the Velodyne Leased Real Property and neither Velodyne nor any of its Subsidiaries has received written notice of the existence of any Order or of any pending Proceeding relating to the ownership, lease, use, occupancy or operation by any Person of the Velodyne Leased Real Property. Neither Velodyne nor any of its Subsidiaries has leased, subleased, licensed or otherwise granted any Person a material right to use or occupy any of the Velodyne Leased Real Property or any material portion thereof. Neither Velodyne nor any of its Subsidiaries has granted any option or other right to any Parent Owned third party to purchase any of the material Velodyne Leased Real Property, except proceedings which Property or any material portion thereof. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Velodyne Material Adverse Effect, each Velodyne Leased Real Property and all buildings and improvements located on the Velodyne Leased Real Property are in a state of good operating condition, subject to reasonable wear and tear. (bd) Except None of Velodyne or any of its Subsidiaries, as the case may be, (i) is in material breach of or material default under any Velodyne Real Property Lease, (ii) has Knowledge of the occurrence of an event which would not reasonably be expected to haveresult in a material breach of or a material default under any Velodyne Real Property Lease or (iii) has given or received any notice of default, individually termination, cancellation or nonrenewal with respect to any Velodyne Real Property Lease that, in the aggregateeach case, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent remains pending or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted uncured as of the date hereof (the “Parent Leased Real Property”), is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted Liensthis Agreement.

Real Property. The Leased Real Property and the lease of, or any other interest in, the real property of the Facilities are all of the real property which is leased or subleased in connection with the Business. (a) With respect to the real property owned by Parent The Sellers or any Subsidiary at which the material operations one of Parent their respective Subsidiaries have or has exclusive use and the Parent Subsidiaries are conducted as possession of the date hereof (such property collectively, the “Parent Owned each Leased Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected With respect to have, individually or in the aggregate, a Parent Material Adverse Effect, each Facility Lease: (i) each such Facility Lease is in full force and effect and is valid and enforceable in accordance with its terms; (ii) there is no material lease, sublease and other agreement default under which Parent any Facility Lease or any agreements related to use or occupancy rights granted to third-party owners, tenants or licensees either by the Seller or Subsidiary that is a party thereto or, to the Knowledge of its Subsidiaries uses the Selling Parties, by any other party thereto, and no event has occurred that, with the lapse of time or occupies the giving of notice or both, would constitute a default by any Seller or the Seller’s Subsidiary thereunder or permit the termination, modification or acceleration of rent under such Facility Lease; (iii) the applicable Seller’s possession and quiet enjoyment of the Leased Real Property under each such Facility Lease has not been disturbed, and to the Knowledge of the Selling Parties, there are no disputes with respect to such Facility Lease; (iv) the Sellers and their Affiliates do not, and will not in the future, owe any brokerage commissions or finder’s fees with respect to any such Facility Lease; and (v) the Sellers have not subleased, licensed or otherwise granted any Person the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent such Leased Real Property”), is valid, binding and in full force and effect, except that Property or any portion thereof. (Ac) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) There are no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary pending or, to the knowledge Knowledge of Parentthe Selling Parties, threatened condemnation or eminent domain proceedings that affect any Leased Real Property, and no Seller has received any written notice of the landlord thereunder exists intention of any Governmental Authority or other Person to take any Leased Real Property. (d) To the Knowledge of the Selling Parties, no security deposit or portion thereof deposited with respect to any Parent Leased Real Property. Except Property has been applied in respect of a breach or default under such Facility Lease which has not been redeposited in full. (e) The Sellers’ improvements to the Leased Real Property are, and no Seller has taken any action to cause any other part of the Leased Real Property not to be in compliance with all applicable Environmental Laws, building, zoning, subdivision, health and safety and other land use Laws, including, without limitation, The Americans with Disabilities Act of 1990, as would not reasonably be expected to haveamended, individually or in and all insurance requirements affecting the aggregate, a Parent Material Adverse Effect, Parent Leased Real Property and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to the current use or occupyoccupancy of the Leased Real Property or operation of the Business thereon does not violate any such Law. No Selling Party has received any notice of violation of any such Law and, subject to the terms Knowledge of the leaseSelling Parties, sublease there is no basis for the issuance of any such notice or other agreement applicable thereto, the Parent Leased Real Property, free and clear taking of all Liens, except any action for Parent Permitted Lienssuch violation.

Real Property. (ai) With respect to the real Exhibit B sets forth a true, correct and complete list of all property owned by Parent Blacksand and all written or any Subsidiary at which the material operations oral leases, subleases, licenses, option agreements, rights to purchase, rights of Parent and the Parent Subsidiaries are conducted as first refusal, or other occupancies of the date hereof Blacksand Real Property (such property including all amendments, extensions, renewals and guaranties with respect thereto) (collectively, the “Parent Owned Property Agreements”) to which Blacksand is a party (as lessor, lessee, sublessee, licensee, option holder, or otherwise). Blacksand has delivered or made available to Hyperion a true, correct and complete copy of each of the Property Agreements and all amendments, modifications and supplemental agreements thereto. Each of the Property Agreements is in full force and effect and is valid, binding and enforceable against the Blacksand and each of the other parties thereto, in accordance with its terms and has not been modified or amended except as disclosed on Exhibit B. (1) Blacksand has not received from the other party to any Property Agreement any notice claiming that Blacksand is in default thereunder for which such default has not been cured; (2) all payments required to be paid by Blacksand pursuant to the Property Agreements have been paid prior to such payments becoming delinquent; (3) there has not occurred any event which would constitute a breach of or default in the performance of any covenant, agreement or condition contained in any Property Agreement which has not been cured, nor has there occurred any uncured event which with the passage of time or the giving of notice or both would constitute such a breach or default; and (4) Blacksand has not received any written notice from the other party to any Property Agreement of the termination or proposed termination thereof. (iii) Blacksand presently enjoys peaceful and undisturbed possession of the Blacksand Real Property”). There are no matters affecting the right, except as would not reasonably be expected title and interest of Blacksand in and to havethe Blacksand Real Property which, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title would adversely affect the ability to carry on the Business upon the Blacksand Real Property substantially in the manner in which such Parent Owned Real Property, free and clear of all Liens, operations are currently carried on. No Person other than Blacksand has any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as Blacksand Real Property. (iv) The current use of the date hereof (Blacksand Real Property in the “Parent Leased conduct of Blacksand’s business does not violate any Property Agreement in any respect. Blacksand is not in violation of any covenant, condition, restriction, easement or order of any Governmental Authority having jurisdiction over the Blacksand Real Property”)Property or the use or occupancy thereof. Blacksand has not received written notice from any Governmental Authority, is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Blacksand Real Property, free of any violation or claimed violation by Blacksand of applicable building, zoning, subdivision, conservation, fire, health and clear safety and other land use and similar applicable laws, rules and regulations, permits, licenses, and certificates of occupancy. (v) None of the transactions contemplated by this Agreement constitutes an assignment of Blacksand’s rights under any Property Agreement, and such transactions do not require the consent of any Person under any Property Agreement. (vi) Each use of the Blacksand Real Property by Blacksand is and has been valid, permitted and conforming uses in accordance with the current zoning classification of the Blacksand Real Property, and there are no outstanding variances or special use permits affecting the Blacksand Real Property or their uses. The operation of the Business on the Blacksand Real Property complies with all Liensapplicable laws, except for Parent Permitted Liensall applicable permits issued by Governmental Authorities, and all Property Agreements.

Real Property. (a) With respect to the real property owned by Parent or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as of the date hereof (such property collectivelyThe Acquired Companies do not own, the “Parent Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pendingnever owned, and do not have any right of first refusal or option to the knowledge of Parent there is no threatenedpurchase, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectreal property. (b) Except as would not reasonably be expected to havehave a Material Adverse Effect, each Acquired Company holds a valid and existing leasehold interest in the real property that is leased or subleased by such Acquired Company from another Person (the “Leased Real Property”), and is free and clear of all Encumbrances other than Permitted Encumbrances and Encumbrances described in the Company Leases. The Leased Real Property constitutes all of the real property used, occupied, licensed or leased by the Acquired Companies. Section 4.20(b) of the Company Disclosure Schedule sets forth an accurate list of all Company Leases, including the street address of the applicable Leased Real Property. True, correct and complete copies of the Company Leases (including all amendments, extensions, renewals, guaranties, estoppels, subordination, non-disturbance and attornment agreements, and other agreements with respect thereto) have been made available to Purchaser. As of the Agreement Date, no Acquired Company has received any written notice regarding any violation or breach or default by the Acquired Companies under any Company Lease that has not since been cured, and to the Knowledge of the Company, no default exists on the part of any other party to the Company Leases, except for violations or breaches that are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect. No Acquired Company has received written notice of any pending or threatened condemnation or eminent domain proceedings or their local equivalent affecting or relating to the Leased Real Property. No Acquired Company has received written notice from any Governmental Body or other Person that the use and occupancy of any of the Leased Real Property, (i) each material leaseas currently used and occupied, sublease and the conduct of the business thereon, as currently conducted, violate any deed restrictions, declarations, reciprocal easement agreements or similar restrictions or agreements, or zoning, subdivision or other agreement under which Parent land use, or similar Laws. No Acquired Company has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Company Lease or any of its Subsidiaries uses interest therein, nor has any Acquired Company subleased, licensed or occupies or has the otherwise granted any Person a right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent such Leased Real Property”)Property or any portion thereof or any option, is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium right of first offer or refusal or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists contractual right with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted Lienstherein.

Real Property. (a) With respect Ouster owns no real property. (b) Ouster has made available to Velodyne a true and complete copy of each lease, sublease, occupancy agreement or other Contract for the real property owned by Parent or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as of the date hereof Ouster Leased Real Property (such property collectively, the “Parent Owned Ouster Real PropertyProperty Leases”). Each of Ouster or its Subsidiaries, as the case may be, has a valid and subsisting leasehold or subleasehold interest in the Ouster Leased Real Property free and clear of all Liens, except for any Permitted Liens and except as would not reasonably be expected to interfere in any material respects with the current use and operation of the Ouster Leased Real Property by Ouster and its Subsidiaries. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent an Ouster Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent Ouster nor any of its Subsidiaries has received written notice of any Proceedings in eminent domain, condemnation or other similar Proceedings that are pending, and to the knowledge of Parent Ouster’s Knowledge there is are no such Proceedings threatened, condemnation proceeding with respect affecting any portion of the Ouster Leased Real Property and neither Ouster nor any of its Subsidiaries has received written notice of the existence of any Order or of any pending Proceeding relating to the ownership, lease, use, occupancy or operation by any Person of the Ouster Leased Real Property. Neither Ouster nor any of its Subsidiaries has leased, subleased, licensed or otherwise granted any Person a material right to use or occupy any of the material Ouster Leased Real Property or any material portion thereof. Neither Ouster nor any of its Subsidiaries has granted any option or other right to any Parent Owned third party to purchase any of the material Ouster Leased Real Property, except proceedings which Property or any material portion thereof. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent an Ouster Material Adverse Effect, each Ouster Leased Real Property and all buildings and improvements located on the Ouster Leased Real Property are in a state of good operating condition, subject to reasonable wear and tear. (bd) Except None of Ouster or any of its Subsidiaries, as the case may be, (i) is in material breach of or material default under any Ouster Real Property Lease, (ii) has Knowledge of the occurrence of an event which would not reasonably be expected to haveresult in a material breach of or a material default under any Ouster Real Property Lease or (iii) has given or received any notice of default, individually termination, cancellation or nonrenewal with respect to any Ouster Real Property Lease that, in the aggregateeach case, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent remains pending or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted uncured as of the date hereof (the “Parent Leased Real Property”), is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted Liensthis Agreement.

Real Property. (a) With respect to the real property owned by Parent or any Subsidiary at which the material operations There are no parcels of Parent and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Owned Real Property”), except as would not reasonably be expected to have, individually or Property used in the aggregate, a Parent Material Adverse Effect, either Parent Business or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising included in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectPurchased Assets. (b) The Seller has not leased or subleased any parcel or any portion of any parcel of Leased Real Property to any other Person and no other Person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement, nor has the Seller assigned its interest under any lease or sublease of any parcel or any portion of any parcel of Leased Real Property to any third party. (c) Section 3.16(c) of the Disclosure Schedule sets forth a true and complete list of all leases and subleases relating to the Leased Real Property and any and all material ancillary documents pertaining thereto (including all material amendments, modifications, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer and evidence of commencement dates and expiration dates) (such leases, subleases and ancillary documents being the “Lease Documents”). The Seller has made available to the Purchaser copies of all written Lease Documents. With respect to each of such leases and subleases, the Seller has not exercised or given any notice of exercise, nor has any lessor or landlord exercised or received any notice of exercise by a lessor or landlord of, any option, right of first offer or right of first refusal contained in any such lease or sublease, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation (collectively, “Options”). (d) Except as would not reasonably be expected to havedisclosed in Section 3.16(d) of the Disclosure Schedule, individually or the interests of Seller in the aggregateLeased Real Property to be transferred pursuant to this Agreement are sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing. (e) To the best knowledge of the Seller, all the Leased Real Property is occupied under a Parent Material Adverse Effectvalid and current certificate of occupancy or similar permit. (f) The rental set forth in each lease or sublease of the Leased Real Property is the actual rental being paid, and there are no separate agreements or understandings with respect to such rental. (ig) each material leaseExcept as set forth in Schedule 3.16(g) of the Disclosure Schedule, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or the Seller has the full right to exercise any Option contained in the leases and subleases pertaining to the Leased Real Property on the terms and conditions contained therein and upon due exercise would be entitled to enjoy the full benefit of such Options with respect thereto. (h) To the best knowledge of the Seller, none of the Leased Real Property to be transferred pursuant to this Agreement is the subject of any official complaint or notice of violation of any applicable Law, zoning ordinance, building code or regulation governing land use, and no such violation exists which detracts from or interferes with the present use of such properties or impairs the operations thereon; and there is no Law, zoning ordinance, building code, use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent Leased Real Property”)occupancy restriction or condemnation action or proceeding pending, is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the best knowledge of Parentthe Seller, the landlord thereunder exists threatened with respect to any Parent such Leased Real PropertyProperty which would detract from, or interfere with the present use of, such property or impair the operations thereon, as presently conducted. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent For purposes of this Section 3.16 and each of its Subsidiaries has a good Sections 3.17 and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto3.18, the Parent Leased Real Propertyterm “lease” shall include any and all leases, free and clear of all Lienssubleases, except for Parent Permitted Lienssale/leaseback agreements or similar arrangements.

Real Property. (a) With respect to the real property owned by Parent or any Subsidiary at which the material operations of Parent The Company and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pendingdo not own, and to the knowledge of Parent there is no threatenedhave never owned, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectreal property. (b) Except as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Company Material Adverse Effect, (i) each material lease, sublease sublease, license, occupancy agreement and other agreement under which Parent the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy occupy, now or in the future, any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent Leased Real PropertyProperty Leases”)) is valid and binding on the Company or its Subsidiary that is party thereto and, to the Knowledge of the Company, each other party thereto, and is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcythe Enforceability Exceptions, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) all rent and other sums and charges payable by the Company or its Subsidiary party thereto as the tenant, subtenant or licensee thereunder are current, (iii) no termination event or condition or uncured default of a material nature on the part of Parent or, if applicable, the Company or its Subsidiary party thereto or, to the knowledge Knowledge of Parentthe Company, the landlord thereunder thereunder, exists with respect to under any Parent Leased Real Property. Except as would not reasonably be expected to haveProperty Lease, individually or in (iv) the aggregate, a Parent Material Adverse Effect, Parent Company and each of its Subsidiaries has a good and valid leasehold leasehold, subleasehold or license interest in each parcel of real property leased, subleased or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Propertylicensed by it, free and clear of all Liens, except for Parent Permitted Liens, (v) neither the Company nor any of its Subsidiaries party thereto has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property Leases neither the Company nor any of its Subsidiaries party thereto has subleased, licensed or granted to any third party a right to use or occupy all or any portion of any property subject to the Real Property Leases; and (vi) neither the Company nor any of its Subsidiaries party thereto has collaterally assigned or granted any security interest in any Real Property Lease (other than Permitted Liens).

Real Property. (a) With respect to the A correct and complete list, in all material respects, of all real property owned by Parent the Company or any Subsidiary at which the material operations of Parent and the Parent its Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Owned Real Property”)) is disclosed in Section 3.17(a) of the Company Disclosure Letter. As of the date hereof, except as would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect, either Parent (i) the Company or a Parent Subsidiary one of its Subsidiaries has good and valid fee simple title to such Parent all of the Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been establishedPermitted Liens, (ii) which is a carriers’there are no existing, warehousemen’spending, mechanics’or, materialmen’sto the Knowledge of the Company, repairmen’s threatened condemnation, eminent domain or other similar Lien arising in the ordinary course of businessproceedings affecting any Owned Real Property, (iii) which either the Company or one of its Subsidiaries is disclosed on in possession of the most recent consolidated balance sheet Owned Real Property and neither the Company nor any of Parent its Subsidiaries has leased, subleased, licensed or notes thereto otherwise granted to any Person the right to use or securing liabilities reflected on such balance sheet, occupy any Owned Real Property or any portion thereof and (iv) which was incurred except for Permitted Liens, neither the Company nor any Subsidiary has granted any outstanding options, rights of first refusal, rights of first offer, or similar rights, or entered into any written agreement granting any Person any right to purchase all or a material portion of the Owned Real Property. (b) A correct and complete list, in the ordinary course all material respects, as of business since the date hereof, of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through all material real property leased, subleased, licensed or otherwise occupied (vwhether as a tenant, subtenant or pursuant to other occupancy arrangements), in which either of the Company or any of its Subsidiaries has a leasehold interest, license or similar occupancy rights, other than any Client Facility Property (collectively, including the improvements thereon, the “Material Leased Real Property”) and (ii) the agreements pursuant to which the Material Leased Real Property is leased, subleased, licensed, or occupied, together with all material modifications, amendments, supplements, replacements, restatements, waivers, side letters and guaranties thereto or thereof (collectively, the “Material Real Property Leases” and individually, each a “Material Real Property Lease”) is set forth in Section 3.17(b) of the Company Disclosure Letter. Except as would not have a Company Material Adverse Effect, the Company has provided Parent Permitted Lien”). and Merger Sub access to true and correct copies of the Material Real Property Leases. (c) As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent Leased Real Property”), is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a have good and valid leasehold interest in or contractual right subleasehold (as applicable) title to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent each Material Leased Real Property, free and clear of all Liens, except for Parent Permitted Liens, (ii) either the Company or one of its Subsidiaries is in possession of each Material Leased Real Property and has not leased, subleased, licensed or otherwise granted to any Person the right to use or occupy any Material Leased Real Property, and (iii) each Material Real Property Lease is valid, legally binding, enforceable and in full force and effect in accordance with its terms. (d) As of the date hereof, except as would not have a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries nor any other counterparty has received any written communication from, or given any written communication to, any other party to a lease for the Material Leased Real Property to which the Company or a Subsidiary is a party, alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such lease which default has not been cured, and (ii) to the Knowledge of the Company, no event has occurred, which, with notice, lapse of time or both, would constitute a breach or event of default by any of the Company, its Subsidiaries or any other counterparty thereunder. Neither the Company nor any Subsidiary has exercised any option or right to terminate any Material Real Property Lease or to purchase the real property subject to any Material Real Property Lease other than as set forth in a written notice or other document included in the Material Real Property Leases. (e) Except as would not have a Company Material Adverse Effect, all improvements and building systems in respect of the Owned Real Property and Material Leased Real Property are in good operating condition, subject to ordinary wear and tear.

Real Property. (ai) With Each Contract under which such Party or any of its Subsidiaries is the landlord, sublandlord, tenant, subtenant or occupant (each, in the case of the Company or any of its Subsidiaries, a “Company Real Property Lease”, and in the case of Parent or any of its Subsidiaries, a “Parent Real Property Lease”) with respect to material real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by such Party or any of its Subsidiaries (collectively, including the improvements thereon, in the case of the Company or any of its Subsidiaries, “Company Leased Real Property”, and in the case of Parent or any of its Subsidiaries, “Parent Leased Real Property”) is valid and binding on such Party or the Subsidiary thereof party thereto, and, to the Knowledge of such Party, each other party thereto and, subject to the General Enforceability Exception, enforceable against such Party and its Subsidiaries party thereto in accordance with its terms. Neither such Party nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of the Company Leased Real Property (in the case of the Company) or of the Parent Leased Real Property (in the case of Parent) in a manner that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property (in the case of the Company) or of the Parent Leased Real Property (in the case of Parent) by such Party or its Subsidiaries in the operation of their business thereon. There is no uncured default by such Party or any of its Subsidiaries under any Company Real Property Lease (in the case of the Company) or under any Parent Real Property Lease (in the case of Parent) or, to the Knowledge of such Party, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would reasonably be expected to constitute a default thereunder by such Party or any of its Subsidiaries or, to the Knowledge of such Party, by any other party thereto. As of the date of this Agreement, neither such Party nor any of its Subsidiaries has received any written notice of termination or cancelation, and to the Knowledge of such Party, no termination or cancelation is threatened, under any Company Real Property Lease (in the case of the Company) or under any Parent Real Property Lease (in the case of Parent). (ii) The Company does not own any real property. Parent or one of its Subsidiaries owns valid title in all real property owned by Parent or any Subsidiary at which the material operations such Person, free and clear of Parent and the Parent Subsidiaries are conducted as of the date hereof all Liens other than Permitted Liens (such property collectively, the “Parent Owned Real Property”). There are no outstanding options, except as repurchase rights or rights of first refusal to purchase or lease any Parent Owned Real Property, or any portion thereof or interest therein to which Parent or one of its Subsidiaries is a party. To Parent’s Knowledge, there is no condemnation, expropriation or other proceeding in eminent domain pending or threatened, affecting any Parent Owned Real Property or any portion thereof or interest therein. Neither Parent nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy the Parent Owned Real Property. Such Party or one of its Subsidiaries has good and valid leasehold interest in the Company Leased Real Property (in the case of the Company) and in the Parent Leased Real Property (in the case of Parent), in each case free and clear of all Liens (other than Permitted Liens and leases, subleases, licenses, conditions, encroachments, easements, rights-of-way, restrictions, and other encumbrances that do not or would not reasonably be expected to have, individually adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear operation of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of its business, ). (iii) which is disclosed on All fixtures and other improvements to the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, Company Leased Real Property (iv) which was incurred in the ordinary course of business since the date case of the most recent consolidated balance sheet of Parent or (vCompany) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent Leased Real Property”), is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free Property and clear Parent Owned Real Property (in the case of all Liens, except for Parent Permitted LiensParent) are in good operating condition and in a state of good repair and maintenance (normal wear and tear and scheduled maintenance excepted).

Real Property. (a) With respect to Section 4.17(a)(i) of the Amneal Disclosure Letter contains a complete and accurate list by property, city, state and country of all interests in real property currently owned in fee by Parent or Amneal and any Subsidiary at which the material operations of Parent and the Parent its Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Amneal Owned Real Property”). Section 4.17(a)(ii) of the Amneal Disclosure Letter contains (i) a complete and accurate list, by property, city, state and country, of all real property currently leased (as lessee), licensed (as licensee) or subleased (as sublessee) by Amneal or any of its Subsidiaries (the “Amneal Leased Real Property”; and, together with the Amneal Owned Real Property, collectively, the “Amneal Real Property”) and (ii) a description of each Amneal Lease and all amendments, modifications and supplements thereto. (b) The Amneal Owned Real Property, together with the Amneal Leased Real Property, is sufficient in all material respects for the operation of the business currently conducted by Amneal and its Subsidiaries in the ordinary course of business, and Amneal and each of its Subsidiaries, as applicable, enjoys peaceful and undisturbed possession of the Amneal Owned Real Property and the Amneal Leased Real Property sufficient for current business and operational use requirements. (c) Amneal and/or its Subsidiaries, as applicable, has good and valid fee simple title to all Amneal Owned Real Property, free and clear of any Liens other than Permitted Liens. Amneal has made available to Amneal accurate and complete copies of all title insurance policies, title reports and surveys for the Amneal Real Property in possession or control of Amneal or any of its Subsidiaries. To the Knowledge of Amneal, all buildings, plants, structures and other improvements that form a part of the Amneal Real Property lie wholly within the boundaries of the land owned or leased by Amneal or its Subsidiaries, as applicable, and do not materially encroach upon the property of, or otherwise materially conflict with the property rights of, any other person. (d) None of the Amneal Owned Real Property is subject to any lease, license, or sublease or any material use or occupancy agreement entered into outside of the ordinary course of business pursuant to which Amneal or any of its Subsidiaries has granted any third party or third parties the right to use or occupancy of such Amneal Owned Real Property (other than Permitted Liens or to Amneal or any of its Subsidiaries). (e) To Amneal’s Knowledge, (i) all improvements on the Amneal Real Property are structurally sound and in working order sufficient for their normal operation in the manner currently being operated, normal wear and tear excepted and (ii) the utilities servicing the Amneal Real Property are adequate for the operation of each facility as it is currently being operated. (f) The Amneal Owned Real Property, and the current use and occupancy thereof, is in material compliance with (i) all applicable building, zoning, subdivision, health and safety and other Laws pertaining to the ownership, construction, use or occupancy of real property, including the Americans with Disabilities Act of 1990, as amended, (ii) all easements, covenants, conditions, restrictions or similar provision in any instrument of record or other unrecorded agreement affecting such property and (iii) any requirements of any Governmental Authority in connection with (A) such Governmental Authority’s consents and/or (B) any entitlements or benefits extended by such Governmental Authority, in both cases, in relation to the use and development of the real property and operation of the facilities thereon. To Amneal’s Knowledge, each lease that requires registration with any Governmental Authority has been duly registered. (g) To Amneal’s Knowledge, no eminent domain, condemnation or other similar proceeding is pending or threatened affecting any of the Amneal Owned Real Property, Amneal Leased Real Property or any part thereof. (h) There are no outstanding options, rights of first offer or rights of first refusal to purchase any Amneal Owned Real Property or any portion thereof or interest therein. (i) Each contract, agreement or arrangement (including any option to purchase contained therein) pursuant to which Amneal or any of its Subsidiaries leases, licenses or subleases any Amneal Leased Real Property (each, an “Amneal Lease” and, collectively, the “Amneal Leases”) is a written agreement in full force and effect, and is valid, binding and enforceable, subject to proper authorization and execution of each Amneal Lease by the other parties thereto and except to the extent that enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting creditors’ right generally and by general equity principles. Amneal has made available to Amneal (in each case, together with all material amendments, assignments, modifications, supplements, waiver or other changes thereto) true and complete copies of all Amneal Leases and, in the case of any oral Amneal Lease, a written summary of the material terms of such Amneal Lease, to which Amneal or any of its Subsidiaries is a party. None of Amneal or any of its Subsidiaries subleases (as sublessor), licenses (as licensor) or grants the use or occupancy of, to any other person (other than business invitees in the ordinary course of business), any portion of the Amneal Leased Real Property. Except for Permitted Liens, none of Amneal or any of its Subsidiaries has collaterally assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in any Amneal Lease. (j) There exists no default or event of default on the part of Amneal or any of its Subsidiaries under any Amneal Leases or, to Amneal’s Knowledge, any other party thereto, in each case that has not been cured and to Amneal’s Knowledge, no condition exists that with notice or lapse of time would constitute a default by Amneal or any of its Subsidiaries or, any other party thereunder, in each case that has not been cured or that has not had or would not reasonably be expected to have, individually or in the aggregate, a Parent an Amneal Material Adverse Effect, either Parent . None of Amneal or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received written notice of any pendingdefault or event of default under any Amneal Lease, and to the knowledge other than any default or event of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which default that has been cured or that has not had or would not reasonably be expected to have, individually or in the aggregate, a Parent an Amneal Material Adverse Effect. (bk) Except as would not reasonably be expected to have, individually or The current use and operation of the Amneal Leased Real Property in the aggregate, a Parent Material Adverse Effect, ordinary course of business of Amneal and its Subsidiaries does not violate any Law in any material respect. (il) each material lease, sublease and other agreement under which Parent None of Amneal or any of its Subsidiaries uses is a party to any contract, agreement or occupies arrangement relating to the future acquisition or has development of any Amneal Real Property by any third party or the right to use or occupy acquisition of any material other real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent Leased Real Property”), is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium by Amneal or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted LiensSubsidiaries.

Real Property. (a) With respect Sirona or its Subsidiaries, as the case may be, holds good, valid and marketable fee title to the real property owned by Parent or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Sirona Owned Real Property”), free and clear of all Liens, except for Permitted Liens. (b) Sirona or its Subsidiaries, as the case may be, has a valid and subsisting leasehold or subleasehold interest in the Sirona Leased Real Property free and clear of all Liens, except for Permitted Liens. (c) The Sirona Owned Real Property and the Sirona Leased Real Property are referred to collectively herein as the “Sirona Real Property.” The Sirona Real Property constitutes all real property necessary for the conduct of the business of Sirona and its Subsidiaries, taken as a whole, as currently conducted. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Sirona Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent Sirona nor any of its Subsidiaries has received written notice of any Proceedings in eminent domain, condemnation or other similar Proceedings that are pending, and to the knowledge of Parent Sirona’s Knowledge there is are no such Proceedings threatened, condemnation proceeding with respect affecting any portion of the Sirona Real Property and neither Sirona nor any of its Subsidiaries has received written notice of the existence of any Order or of any pending Proceeding relating to the ownership, lease, use, occupancy or operation by any Person of the Sirona Real Property. Neither Sirona nor any of its Subsidiaries has leased, subleased, licensed or otherwise granted any Person a material right to use or occupy any of the Sirona Real Property or any material portion thereof. Neither Sirona nor any of its Subsidiaries has granted any option or other right to any Parent Owned third party to purchase any of the material Sirona Real Property, except proceedings which Property or any material portion thereof. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Sirona Material Adverse Effect, (i) each material lease, sublease Sirona Real Property and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent all buildings and its Subsidiaries are conducted as of the date hereof (the “Parent Leased Real Property”), is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature improvements located on the part Sirona Real Property are in a state of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupyoperating condition, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free reasonable wear and clear of all Liens, except for Parent Permitted Lienstear.

Real Property. (a) With respect Other than as set forth on Schedule 6.8(a), Purchaser and its Subsidiaries do not own and do not have any right to acquire any real property (the “Purchaser Owned Real Property”). (b) Schedule 6.8(b) sets forth a correct list of all Contracts pursuant to which Purchaser or any of its Subsidiaries leases, subleases, licenses or otherwise occupies any real property as tenant, subtenant or licensee with a rental value in excess of $200,000 (each, a “Purchaser Real Property Lease”), together with the address of the related property (the “Purchaser Leased Real Property” and, together with the Purchaser Owned Real Property, the “Purchaser Real Property”). Purchaser has provided to the Company a complete and correct copy of each such Purchaser Real Property Lease, including all amendments, modifications, exhibits and schedules. Purchaser or its Subsidiaries, as applicable, have a valid leasehold interest under each Purchaser Real Property Lease, free and clear of any Lien (other than Permitted Liens). Each such Purchaser Real Property Lease is in full force and effect and constitutes a legal, valid and binding obligation of Purchaser and its Subsidiaries and, to Purchaser’s Knowledge, the other party or parties thereto, enforceable against Purchaser and its Subsidiaries and, to Purchaser’s Knowledge, such other party or parties in accordance with its terms, subject to the Enforceability Limitations. Purchaser and its Subsidiaries have performed and complied with all of their covenants and obligations under each Purchaser Real Property Lease, and neither Purchaser nor its Subsidiaries nor, to Purchaser’s Knowledge, any other party to a Purchaser Real Property Lease, is in, or is alleged to be in, breach of or default under such Purchaser Real Property Lease, nor has there occurred an event or condition that with the passage of time or giving of notice (or both) would constitute such a breach or default. Neither Purchaser nor its Subsidiaries sublease, as sublessor, any portion of the real property owned by Parent Purchaser or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and or subject to the knowledge of Parent there is no threatened, condemnation proceeding with respect their Purchaser Real Property Leases to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectother Person. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent Leased Real Property”), is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted Liens.

Real Property. (a) With respect to the STFC does not own any real property owned by Parent or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectproperty. (b) Except as would not reasonably be expected to have, individually or in Section 5.23(b) of the aggregate, STFC Disclosure Letter sets forth a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent or any list of its Subsidiaries uses or occupies or has all of the right to use or occupy any material real property at which the material operations of Parent leased, licensed, subleased or otherwise used or occupied by STFC and its Subsidiaries are conducted as of the date hereof (the “Parent STFC Leased Real Property”), is valid, binding . STFC and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has have a good valid and valid enforceable leasehold interest in all leases, subleases, licenses and occupancy agreements, as the same may have been amended, supplemented or contractual right otherwise modified from time to use or occupy, subject to time (the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property“STFC Leases”), free and clear of all subtenancies and other occupancy rights and Liens, with respect to the STFC Leased Real Property. With respect to the STFC Leases, neither STFC nor any of its Subsidiaries are in breach thereof or default thereunder and there does not exist under any STFC Lease any event which, with or without the giving of notice or the lapse of time or both, would constitute such a breach or default by STFC or its Subsidiaries, except for Parent Permitted Lienssuch breaches and defaults as to which requisite waivers or consents have been obtained or which would not have a STFC Material Adverse Effect. (i) No action, suit, investigation, arbitration, or administrative or other proceeding is pending or, to the Knowledge of STFC, threatened that would reasonably be expected to curtail or interfere with the current use and operation of any STFC Leased Real Property in any material respect, (ii) all Permits have been obtained which are required by Law for the current uses of all STFC Leased Real Property for the conduct of business as currently conducted and as planned to be conducted as of the date of this Agreement, and (iii) STFC has no Knowledge and has not received any written notice of a violation applicable to any building, zoning, health or other Law, contractual restriction or covenant or easements in respect of the use or occupation of the property and improvements subject to any STFC Lease for the conduct of business as currently conducted or as planned to be conducted as of the date of this Agreement, in each case, which would have a STFC Material Adverse Effect. (i) There are no condemnation, eminent domain or similar proceedings affecting any STFC Leased Real Property that are currently pending or, to the Knowledge of STFC, threatened and (ii) to the Knowledge of STFC, the buildings, structures and material fixtures located upon the STFC Leased Real Property are, in all material respects, in good repair, working order and condition, and free from any known defects (subject to normal wear and tear) and, in the case of buildings and other structures, are structurally sound.

Real Property. (a) With respect to Neither the real property owned by Parent or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent Company nor any of its Subsidiaries has received notice of owns any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectreal property. (b) Except as would not reasonably be expected to haveSection 4.20(b)(i) of the Company Disclosure Schedule contains a complete and accurate list of all existing material leases, individually subleases, licenses or in other agreements (collectively, the aggregate, a Parent Material Adverse Effect, (i“Leases”) each material lease, sublease and other agreement under which Parent the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy occupy, now or in the future, any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (such property, the “Parent Leased Real Property”)) including, is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to haveeach Lease, individually or in the aggregatename of the lessor, a Parent Material Adverse Effectmaster and sublessor, Parent the date of the Lease and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable amendment thereto, the approximate square footage of the premises leased thereunder to the extent specified, and the aggregate annual rental payable thereunder. The Company has heretofore made available to Parent true, correct and complete copies of all Leases (including all modifications, amendments, supplements, consents, waivers and side letters thereto and all material agreements in connection therewith, including all work letters, improvement agreements, estoppel certificates, and subordination agreements). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all Liens. Section 4.20(b)(ii) of the Company Disclosure Schedule contains a complete and accurate list of all of the existing Leases granting to any Person, except other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property including, with respect to each such Lease, the name of the master lessor, sublessor and sublessee, the date of the Lease and each amendment thereto, the square footage of the premises leased thereunder, and the aggregate annual rental payable thereunder. The Leases are each in full force and effect (other than any that have by operation of their terms expired or been terminated since the date hereof) and neither the Company nor any of its Subsidiaries is in material breach of or default under, or has received written notice of any material breach of or default under, any Lease, and, to the knowledge of the Company, no event has occurred as of the date hereof that with notice or lapse of time or both would constitute a breach or default thereunder by the Company or any of its Subsidiaries or any other party thereto. (c) The Closing will not affect the enforceability against any Person of any Lease or any rights of the Company or the Surviving Corporation thereunder or otherwise with respect to any Leased Real Property, including the right to the continued use and possession of the Leased Real Property for Parent Permitted Liensthe conduct of business as presently conducted. (d) Each Lease constitutes the entire agreement of the landlord and the tenant thereunder, and no term or condition thereof has been modified, amended or waived and the copies of the Leases that have previously been delivered by the Company to Parent. Neither the Company nor any of its Subsidiaries owes brokerage commissions or finders fees with respect to any Leased Real Property, nor would the Company or any of its Subsidiaries owe any such fees if any existing Lease were renewed pursuant to any renewal options contained in such Lease. The Company and its Subsidiaries currently occupy all of the Leased Real Property for the operation of their business. The Company has not transferred or assigned any interest in any Lease, nor has the Company subleased or otherwise granted rights of use or occupancy of any of the premises described therein to any other person or entity. (e) Each Leased Real Property and all of its operating systems are in good operating condition and repair, water-tight and free from material structural, physical, mechanical, electrical, plumbing, roof or other defects, is maintained in a first-class manner consistent with industry standards generally followed with respect to similar property, and is suitable for the conduct of the business of the Company and its Subsidiaries as presently conducted.

Real Property. (a) With respect The Company and its Subsidiaries has good and marketable indefeasible fee simple title to all of the Owned Real Property free and clear of all Encumbrances, other than Permitted Encumbrances and there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. Neither the Seller nor any of its Affiliates owns any material real property owned by Parent or any Subsidiary at which is used exclusively in the material operations of Parent and the Parent Subsidiaries are conducted as business of the date hereof (such property collectivelyCompany. To the Seller’s Knowledge, neither the “Parent Company nor any of its Subsidiaries is a party to any agreement or option to sell any Owned Real Property”. (b) Each lease relating to Leased Real Property is a valid agreement enforceable against the Company or its Subsidiary and to the Seller’s Knowledge, against the other parties thereto. None of the Company or its Subsidiaries is in material default or breach, or has received a written notice alleging that it is in material default or breach, under any lease relating to the material Leased Real Property and, to the Seller’s Knowledge, none of the other parties to such leases is in material default or breach thereunder. The transactions contemplated herein do not require the consent of any other party to any Specified Leases, will not result in a breach of or default under any Specified Leases, or otherwise cause any Specified Leases to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the First Stage Closing or the Second Stage Closing, as applicable. (c) Other than the Shared Site Agreements, there are no material agreements between the Seller and its Affiliates (other than the Company and its Subsidiaries), on the one hand, and the Company or any of its Subsidiaries, on the other hand, providing for arrangements pursuant to which sites are shared between the Seller or its applicable Affiliate (other than the Company and its Subsidiaries), on the one hand, and the Company or its applicable Subsidiary, on the other hand. (d) To the Seller’s Knowledge, from 1 January 2006 to the Signing Date or to the Supplemental Disclosure Date, as applicable, the Company has not received any written notice from any Governmental Authority or any Third Party that any of the Real Property is not in compliance with all applicable Legal Requirements, except as would not reasonably be expected for such failures to havecomply that, individually or in the aggregate, would not have a Parent Material Adverse Effect, either Parent Effect or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in materially adversely affect the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date ability of the most recent consolidated balance sheet of Parent Seller to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. To the Seller’s Knowledge, from 1 January 2006 to the Signing Date or (v) which would not reasonably be expected to materially impair the continued use Supplemental Disclosure Date, as applicable, none of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of Company or its Subsidiaries has received notice any written threat of any pending, and condemnation or similar proceeding relating to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent Property or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent Leased Real Property”), is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted Liensportion thereof.

Real Property. (a) With respect Holdings or its Subsidiaries, as the case may be, holds good, valid, legal and marketable fee title to the real property owned by Parent or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Holdings Owned Real Property”), free and clear of all Liens, except for Permitted Liens. (b) Holdings or its Subsidiaries, as the case may be, has a valid and subsisting leasehold or subleasehold interest in the Holdings Leased Real Property free and clear of all Liens, except for Permitted Liens. (c) The Holdings Owned Real Property and the Holdings Leased Real Property are referred to collectively herein as the “Holdings Real Property.” The Holdings Real Property constitutes all real property necessary for the conduct of the business of Holdings and its Subsidiaries, taken as a whole, as currently conducted. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Holdings Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent Holdings nor any of its Subsidiaries has received written notice of any Proceedings in eminent domain, condemnation or other similar Proceedings that are pending, and to the knowledge of Parent Holdings’s Knowledge there is are no such Proceedings threatened, condemnation proceeding with respect affecting any portion of the Holdings Real Property and neither Holdings nor any of its Subsidiaries has received written notice of the existence of any Order or of any pending Proceeding relating to the ownership, lease, use, occupancy or operation by any Person of the Holdings Real Property. Neither Holdings nor any of its Subsidiaries has leased, subleased, licensed or otherwise granted any Person a material right to use or occupy any of the material Holdings Real Property or any material portion thereof. Neither Holdings nor any of its Subsidiaries has granted any option or other right to any Parent Owned third party to purchase any of the material Holdings Real Property, except proceedings which Property or any material portion thereof. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Holdings Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as portion of the date hereof (the “Parent Leased Holdings Real Property”), is valid, binding Property and in full force all buildings and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature improvements located on the part Holdings Real Property are in a state of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupyoperating condition, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, free reasonable wear and clear of all Liens, except for Parent Permitted Lienstear.

Real Property. Seller represents and warrants that Xxxx Xxxxxx (“Facilities Manager”) manages the San Diego Campus Real Property and is the only employee of Seller with material knowledge of the San Diego Campus Real Property. To the Knowledge of Seller and the actual knowledge of Xxxx Xxxxxx (the facilities manager/director): (a) Section 3.13 of the Disclosure Schedule sets forth the address and description of each parcel of Owned Real Property. With respect to San Diego Campus Real Property: (i) Seller or one of its Subsidiaries has good and marketable indefeasible fee simple title, free and clear of all liens and encumbrances, except Permitted Encumbrances; (ii) except as set forth in Section 3.13(a)(ii) of the real Disclosure Schedule, neither Seller nor any Subsidiary of Seller has leased or otherwise granted to any Person the right to use or occupy such property owned by Parent or any Subsidiary at which portion thereof; and (iii) other than the right of Buyer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such property or any portion thereof or interest therein. (b) Section 3.13(b) of the Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a true and complete list of all Leases for each such Leased Real Property (including the date and name of the original parties and any assignees to such Lease document). Seller has delivered to Buyer a true and complete copy of each such Lease document, and in the case of any oral Lease, a written summary of the material operations terms of Parent and the Parent Subsidiaries are conducted such Lease. Except as set forth in Section 3.13(b) of the date hereof Disclosure Schedule, with respect to each of the Leases: 23 Note to Draft: To be provided by Seller. and effect; (i) such property collectivelyLease is legal, valid, binding, enforceable and in full force (ii) the transactions contemplated by this Agreement do not require the consent of any other party to such Lease (except for those Leases for which Lease Consents are obtained prior to Closing), will not result in a breach of or default under such Lease, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither Seller’s nor any of Seller’s Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Lease has been disturbed and there are no disputes with respect to such Lease; (iv) neither Seller nor any Subsidiary of Seller or any other party to the Lease is in breach of or default under such Lease, and no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach of or default under such Lease that has not been redeposited in full; (vi) Neither Seller nor any Subsidiary of Seller has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; and (vii) Neither Seller nor any Subsidiary of Seller has collaterally assigned or granted any other Lien in such Lease or any interest therein. (c) Except as set forth in Section 3.13(c) of the Disclosure Schedule, all buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, wiring and cable installations, included in the Real Property (the “Parent Owned Real PropertyImprovements”)) are in good condition and repair and sufficient for the operation of Seller’s business and its Subsidiaries’ business as currently conducted thereon. Except as set forth in Section 3.13(c) of the Disclosure Schedule, except as would not reasonably be expected to havethere are no facts or conditions or other Basis affecting any of the Improvements that would, individually or in the aggregate, a Parent Material Adverse Effect, either Parent interfere in any respect with the use or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear occupancy of all Liens, other than the Improvements or any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising portion thereof in the ordinary course operation of business, Seller and its Subsidiaries’ business as currently conducted thereon. (iiid) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (ivExcept as set forth in Section 3.13(d) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet Disclosure Schedule, the Real Property is in compliance with all applicable building, zoning, subdivision, health and safety and other land use laws, including the Americans with Disabilities Act of Parent or 1990, as amended, and all insurance requirements affecting the Real Property (v) which would not reasonably be expected to materially impair collectively, the continued “Real Property Laws”), and the current use and occupancy of the applicable property for the purposes for which the property is currently being used (Real Property and operation of Seller and its Subsidiaries’ business thereon do not violate any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”)Real Property Laws. As of the date hereof, neither Parent Neither Seller nor any Subsidiary of its Subsidiaries Seller has received any notice of violation of any pending, Real Property Law and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to Basis for the issuance of any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually such notice or in the aggregate, a Parent Material Adverse Effecttaking of any action for such violation. (be) Except as would not reasonably be expected to haveset forth in Section 3.13(e) of the Disclosure Schedule, individually or in all certificates of occupancy, permits, licenses, franchises, approvals and authorizations (collectively, the aggregate“Real Property Permits”) of all governmental authorities, a Parent Material Adverse Effectboards of fire underwriters, (i) each material lease, sublease and other agreement under which Parent associations or any of its Subsidiaries uses other entity having jurisdiction over the Real Property that are required or occupies or has the right appropriate to use or occupy any material real property at which the material operations of Parent Real Property or operate Seller and its Subsidiaries Subsidiaries’ business as currently conducted thereon, have been issued and are conducted as of the date hereof (the “Parent Leased Real Property”), is valid, binding and in full force and effect, except that (A. Section 3.13(e) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which Disclosure Schedule lists all material Real Property Permits held by Seller or any proceeding therefor may be brought and (ii) no uncured default Subsidiary of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists Seller with respect to any Parent Leased each parcel of Real Property. Except as would not reasonably be expected Seller has delivered to haveBuyer a true and complete copy of all Real Property Permits. Neither Seller nor any Subsidiary of Seller has received any notice from any governmental authority or other entity having jurisdiction over the Real Property threatening a suspension, individually revocation, modification or in cancellation of any Real Property Permit and there is no Basis for the aggregate, a Parent Material Adverse Effect, Parent and each issuance of its Subsidiaries has a good and valid leasehold interest in any such notice or contractual right the taking of any such action. The Real Property Permits are transferable to use Buyer without the consent or occupy, subject to the terms approval of the leaseissuing governmental authority or entity; no disclosure, sublease filing or other agreement applicable thereto, action by Seller or any Subsidiary of Seller is required in connection with such transfer; and Buyer shall not be required to assume any additional liabilities or obligations under the Parent Leased Real Property, free and clear Property Permits as a result of all Liens, except for Parent Permitted Lienssuch transfer.

Real Property. (a) Section 2.13(a) of the Disclosure Schedule contains a list of all of the Owned Real Property and the name of the record title holder thereof. With respect to such Owned Real Property either the real property owned by Parent Seller or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as one of the date hereof (such property collectively, the “Parent Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has Subsidiaries owns good and valid marketable title to such Parent Owned Real Propertyreal property, free and clear of all Liens, Encumbrances other than any such Lien (iPermitted Encumbrances. Except as described in Section 2.13(a) for Taxes or governmental assessmentsof the Disclosure Schedule, charges or claims of payment not yet due and payablethere are no leases, being contested in good faith or for which adequate accruals or reserves have been establishedsubleases, (ii) which is a carriers’licenses, warehousemen’s, mechanics’, materialmen’s, repairmen’s concessions or other similar Lien arising in agreements granting to any Person the ordinary course right of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent use or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice occupancy of any pending, material portion of such Owned Real Property; and there are no outstanding options or rights of first refusal to the knowledge purchase any parcel of Parent there is no threatened, condemnation proceeding with respect to any Parent such Owned Real Property, except proceedings which would not reasonably be expected to haveany portion thereof or interest therein. The Owned Real Property, individually together with the Leased Real Property, includes all real property that is used, held for use or useful solely or primarily in the aggregateconduct of the Business, a Parent Material Adverse Effectexcept for Excluded Assets. (b) Except as would not reasonably be expected described in Section 2.13(b) of the Disclosure Schedule, there is no current, or to haveSeller's Knowledge, individually proposed condemnation proceeding, requisition or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent or taking proposal by any public authority of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as portion of the date hereof Owned Real Property. (c) Section 2.13(c) of the “Parent Disclosure Schedule contains a list of all Leased Real Property”)Property and the names of the lessee and lessor thereof. To Seller's Knowledge, is valid, binding and the leases with respect to such property are in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium and Seller or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion one of the court before which any proceeding therefor may be brought Subsidiaries holds a valid and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and existing leasehold interest under each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Parent Leased Real Property, leases free and clear of all LiensEncumbrances except for Permitted Encumbrances. Buyer either has been supplied with, or has been given access to, complete and accurate copies of each of the leases and none of such leases have, to Seller's Knowledge, been modified in any material respect, except for Parent Permitted Liensto the extent that such modifications are disclosed by the copies delivered to Buyer. Neither Seller nor one of the Subsidiaries is, to Seller's Knowledge, in default in any material respect under any of such leases, and, to Seller's Knowledge, none of the landlords or lessors are in default in any material respect thereunder.

Real Property. (a) With respect to Neither the Company nor any of the Company Subsidiaries owns any real property owned by Parent or any Subsidiary at which property. (b) Section 4.24(b) of the material operations of Parent and the Parent Subsidiaries are conducted Company Disclosure Letter sets forth, as of the date hereof of this Agreement, a true, correct and complete list of all real property leased, subleased, licensed or otherwise occupied by the Company or any of the Company Subsidiaries and the address thereof (such property collectivelyeach, the a “Parent Owned Real Leased Property”) and, with respect to each material Leased Property, each lease, sublease, license, sublicense or other occupancy agreement, in each case, including all amendments, renewals, and guarantees thereto, demising any such Leased Property to the Company or any Company Subsidiary (each, a “Lease Agreement”). The Leased Property constitutes all of the real property used by the Company. Each Lease Agreement is in full force and effect, and except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, either Parent or the Acquired Companies (i) hold a Parent Subsidiary has valid and existing leasehold interest in each Leased Property and (ii) hold good and valid title to such Parent Owned Real Propertyall material tangible properties and assets, in each case, free and clear of all Liens, Liens other than any such Lien Permitted Liens. (ic) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected With respect to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereofeach Leased Property, neither Parent the Company nor any of its the Company Subsidiaries has received notice of subleased, licensed, sublicensed or otherwise granted anyone a right to use or occupy such Leased Property or any pendingportion thereof, or otherwise assigned, pledged, hypothecated, mortgaged or otherwise transferred any lease, sublease, license, sublicense or other interest therein, except, in each case, as has not had, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (bd) Except as Neither the Company nor any of the Company Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in material breach of, or is in violation or default under any Lease Agreement and no event has occurred that, with notice or lapse of time or both, would not reasonably be expected to haveconstitute such a material breach, individually violation or in default by the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement under which Parent Company or any of its the Company Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent Leased Real Property”), is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of ParentCompany’s Knowledge, the landlord thereunder exists with respect to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable party thereto, the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted Liens.

Real Property. (a) With respect to the The Company owns no real property owned by Parent or and has no interest of any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as of the date hereof (such type in any real property collectively, the “Parent Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectLeases. (b) Except as would not reasonably be expected Schedule 3.13(b) describes each Leased Real Property and each lease of real property, for office use or otherwise, written or unwritten, to havewhich the Company is a party or is in any way bond or obligated (collectively, individually the “Leases”). Other than the Leases, there are no other leases, subleases, licenses, concessions and other agreements (whether written or in oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which the aggregate, Company holds any Leased Real Property. Sellers have delivered to Buyer a Parent Material Adverse Effect, true and complete copy of each Lease. With respect to each Lease: (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent Leased Real Property”), such Lease is valid, binding binding, enforceable and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance the Company enjoys peaceful and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion undisturbed possession of the court before which any proceeding therefor may be brought and Leased Real Property; (ii) the Company is not in breach or default under such Lease, and no uncured event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default, and the Company has paid all rent due and payable under such Lease; (iii) the Company has not received nor given any notice of any default or event that with notice or lapse of time, or both, would constitute a material nature on default by the part of Parent or, if applicable, its Subsidiary orCompany under such Lease and, to the knowledge Knowledge of Parentany Seller, the landlord thereunder exists no other party is in default thereof, and no party to such Lease has exercised any termination rights with respect thereto; (iv) the Company has not subleased, assigned or otherwise granted to any Parent Person the right to use or occupy such Leased Real Property or any portion thereof; and (v) the Company has not pledged, mortgaged or otherwise granted a Lien on its leasehold interest in any Leased Real Property. Except as would . (c) The Company has not received any written notice of (i) material violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to have, individually materially and adversely affect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any material portion of any Leased Real Property has been damaged or destroyed by fire or other casualty. (d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in substantially the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject same manner as conducted prior to the terms Closing and constitutes all of the lease, sublease or office and other agreement applicable thereto, space necessary to conduct the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted LiensBusiness as currently conducted.

Real Property. (a) With respect to the real property owned by Parent or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) either Parent or a Subsidiary of Parent has good and valid title to each material real property (and each real property at which material operations of Parent or any of its Subsidiaries are conducted) owned by Parent or any Subsidiary other than Parent Real Property Leases and Rights-of-Way (such owned real property collectively, the “Parent Owned Real Property”) and (ii) either Parent or a Subsidiary of Parent has a good and valid leasehold interest in each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (or real property at which the material operations of Parent and or any of its Subsidiaries are conducted as of the date hereof conducted) (any property subject to such lease, sublease or other agreement, the “Parent Leased Real Property,”; together with the Parent Owned Real Property, the “Parent Real Property”) and such leases subleases and other agreements are, collectively, the “Parent Real Property Leases”), in each case, free and clear of all Liens other than any Parent Permitted Liens and Permitted Encumbrances. Except as would not have, individually or in the aggregate, a Parent Material Adverse Effect, (A) each Parent Real Property Lease is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally the Remedies Exceptions and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder thereunder, exists with respect to under any Parent Leased Real Property. Property Lease, and to the knowledge of Parent, no event has occurred or circumstance exists that, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Parent Real Property Lease. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Parent Owned Real Property or the Parent Leased Real Property that would reasonably be expected to adversely affect the existing use of such Parent Owned Real Property or Parent Leased Real Property by Parent or its Subsidiaries in the operation of its business thereon, (ii) except for such arrangements solely among Parent and each its Subsidiaries or among Parent’s Subsidiaries, there are no outstanding options or rights of first refusal in favor of any other party to purchase any Parent Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Parent Owned Real Property by Parent in the operation of its business thereon, and (iii) neither Parent nor any of its Subsidiaries has a good and valid leasehold interest in is currently subleasing, licensing or contractual otherwise granting any person the right to use or occupy, subject to the terms occupy a material portion of the lease, sublease a Parent Owned Real Property or other agreement applicable thereto, the Parent Leased Real PropertyProperty that would reasonably be expected to adversely affect the existing use of such Parent Owned Real Property or Parent Leased Real Property by Parent or its Subsidiaries in the operation of its business thereon. (c) Except as would not, individually or in the aggregate, have a Parent Material Adverse Effect: (i) each of Parent and its Subsidiaries has such Rights-of-Way that are necessary for Parent and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated and each such Right-of-Way is valid and free and clear of all Liens, except for Liens (other than Parent Permitted Liens); (ii) Parent and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) Parent and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) neither Parent nor any of its Subsidiaries have received written notice of, and to the knowledge of Parent there does not exist, the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the revocation or termination of any Right-of-Way or would result in any impairment of the rights of Parent and its Subsidiaries in and to any such Rights-of-Way. Except as would not, individually or in the aggregate, have a Parent Material Adverse Effect, all pipelines operated by Parent and its Subsidiaries have and are entitled to the benefits of all Rights-of-Way that are necessary for Parent and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and there are no gaps (including any gap arising as a result of any breach by Parent or any of its Subsidiaries of the terms of any Rights-of-Way) in such Rights-of-Way that would prevent Parent and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated.

Real Property. (a) With respect to the real property owned by Parent or No Seller owns any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectOffice Locations. (b) Except as would not reasonably be expected Seller has provided to haveBuyer a true and complete copy of the Real Property Lease for each Office Location. With respect to each Real Property Lease, individually or in to the aggregate, a Parent Material Adverse Effect, Knowledge of Sellers (i) each material lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent Leased such Real Property”), Property Lease is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and effect with respect to the discretion of Seller who is the court before which any proceeding therefor may be brought lessee or sublessee, as applicable, thereunder, and the other parties thereto; (ii) all payments required to have been made under such Real Property Lease by such Seller have been made; (iii) there are no uncured other defaults or events of default under, or events which with due notice or lapse of a material nature on the part time, or both, would constitute defaults or events of Parent default under, such Real Property Lease by such Seller, or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder exists or sub landlord, as applicable, under such Real Property Lease; (iv) except as described in Schedule 3.16, the Contemplated Transactions do not require the consent of any other party to any Real Property Lease, will not result in a breach of or default under any Real Property Lease, and will not otherwise cause any Real Property Lease to cease to be legal, valid, binding, and in full force and effect on identical terms following Closing; (v) Sellers’ possession and quiet enjoyment of the real property subject of the Real Property Leases has not been disturbed; (vi) no security deposit or portion thereof deposited with respect to any Parent Leased Real Property. Except Property Lease has been applied in respect of a breach of or default under a Real Property Lease that has not been redeposited in full; (vii) no Seller owes in the future any brokerage commissions or finder’s fees with respect to any Real Property Lease; (viii) except as would described in Schedule 3.16, the other party to any Real Property Lease is not reasonably be expected to an Affiliate of, and otherwise does not have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold any economic interest in any Seller; (ix) no Seller has collaterally assigned or contractual granted any other Encumbrance in any Real Property Lease or any interest therein; and (x) no Seller has subleased, licensed, or otherwise granted any Person the right to use or occupy, occupy the real property subject to the terms of the lease, sublease Real Property Leases or other agreement applicable thereto, the Parent Leased Real Property, free and clear of all Liens, any portion thereof except for Parent Permitted Liensas detailed on Schedule 3.16.

Real Property. (a) With respect to the real property owned by Parent or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted Schedule 5.4(a) lists, as of the date hereof of this Agreement, all real property which is owned by any Seller and used in connection with the Business (such property collectively, the “Parent "Owned Real Property”"). (i) Sellers have received all Governmental Permits which are necessary or appropriate in connection with Sellers' occupancy, ownership or leasing of the Owned Real Property and the present use of the Owned Real Property that constitutes a Purchased Asset does not violate the Governmental Permits applicable thereto, except as where the failure to receive, or violation of, a Governmental Permit would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, . (ii) No Seller has received written notice or otherwise has knowledge of any pending or threatened (A) condemnation, eminent domain, expropriation or similar proceeding affecting the Owned Real Property that constitutes a Purchased Asset, (B) proceeding to change the zoning classification of any portion of the Owned Real Property that constitutes a Purchased Asset or (C) imposition of any special assessments for public betterments affecting the Owned Real Property that constitutes a Purchased Asset, which is in any case would reasonably be expected to have a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, Material Adverse Effect. (iii) which is disclosed on To Sellers' knowledge, the most recent consolidated balance sheet Owned Real Property that constitutes a Purchased Asset and the present uses of Parent such Owned Real Property by Sellers are in compliance with, and not in default under or notes thereto in violation of, any building, zoning, land use, public health, public safety, sewage, water, sanitation or securing liabilities reflected on other comparable Requirements of Law, except for such balance sheetnoncompliance, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent default or (v) which violation that would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (b) Schedule 5.4(b) lists, as of the date of this Agreement, all leases or other occupancy agreements (collectively, "Leases") of real property used in connection with the Business (the "Leased Real Property"). True, complete and correct copies of the Leases, including any amendments thereto, are available in the Electronic Data Room or have been delivered to Buyer by Sellers. (c) Schedules 5.4(a) and 5.4(b) list all of the real property used in connection with the Business. (d) Except as would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect, : (i) The Sellers and each material leaseof the Transferred Subsidiaries have all Environmental Permits as are necessary for the lawful operation of the Business. (ii) The ongoing activities of the Business are in compliance with all terms and conditions of the Environmental Permits, sublease are in compliance with, and other agreement are not subject to any Order with respect to, any Environmental Laws and none of the Sellers or Transferred Subsidiaries has received notice of, or is aware of facts in connection with the activities of the Business that could constitute, a violation or claim under which Parent any Environmental Laws. (iii) There have been no Releases of any Hazardous Substances at, on or under any of its the properties owned or used by the Sellers or the Transferred Subsidiaries uses or occupies or has in the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted as conduct of the date hereof (the “Parent Leased Real Property”)Business, is valid, binding and in full force and effect, except that (A) enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion knowledge of Sellers, none of such properties has been used by any Person as landfill or storage, treatment or disposal site for any type of Hazardous Substance or non-hazardous solid wastes as defined under RCRA. (iv) The Sellers and Transferred Subsidiaries have not voluntarily assumed any environmental liabilities affecting any of the court before which Owned Real Property that constitutes a Purchased Asset by Contract with any proceeding therefor may be brought and party other than pursuant to this Agreement. (iiv) There are no uncured default of a material nature on the part of Parent orclaims, if applicable, its Subsidiary suits or proceedings by any employee pending or, to the knowledge of Parentany of the Sellers, threatened against any of the Sellers or Transferred Subsidiaries that are premised on the exposure to asbestos or asbestos-containing material in any of the Owned Real Property that constitutes a Purchased Asset. (vi) To the knowledge of Sellers, the landlord thereunder exists storage tanks that presently exist on, at or under any of the Owned Real Property that constitutes a Purchased Asset have been operated and maintained in accordance with respect to all Environmental Laws and none of them is Releasing any Parent Leased Hazardous Substance. (vii) No Encumbrance has been imposed or asserted on any Owned Real Property. Except as would not reasonably be expected to haveProperty that constitutes a Purchased Asset by any Governmental Authority or other Person in connection with any Environmental Law. (viii) All material documents, individually or records and information in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms possession of the leaseSellers concerning the condition of the Environment at any of the Owned Real Property that constitutes a Purchased Asset, sublease whether generated by the Sellers or other agreement applicable theretoTransferred Subsidiaries or others, including environmental audits and environmental site assessments, are available in the Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted LiensElectronic Data Room or have been delivered to Buyer by Sellers.

Real Property. (a) With respect to the real property owned by Parent or any Subsidiary at which the material operations of Parent and the Parent Subsidiaries are conducted as of the date hereof (such property collectively, the “Parent Seller has no Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, either Parent or a Parent Subsidiary has good and valid title to such Parent Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising in the ordinary course of business, (iii) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Parent or (v) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), “Parent Permitted Lien”). As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as would not reasonably be expected to haveSchedule 3.14 (b) of the Disclosure Schedule sets forth each parcel of Leased Real Property, individually or in the aggregateand a true and complete list of all leases, a Parent Material Adverse Effectsubleases, (i) each material leaselicenses, sublease concessions and other agreement under agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which Parent Seller or any of its Subsidiaries uses or occupies or has the right to use or occupy Affiliates holds any material real property at which the material operations of Parent and its Subsidiaries are conducted as of the date hereof Leased Real Property (collectively, the “Parent Leased Real PropertyProperty Leases”), . Seller has delivered to Purchaser a true and complete copy of each Real Property Lease. With respect to each Real Property Lease leased by Seller or its Affiliates: (i) such Real Property Lease is valid, binding binding, enforceable and in full force and effect, except that (A) enforcement may be subject to and Seller or the applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally Affiliate enjoys peaceful and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion undisturbed possession of the court before which any proceeding therefor may be brought and Leased Real Property; (ii) Seller or the applicable Affiliate is not in material breach or default under such Lease, and no uncured default event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a material nature on breach or default, and Seller has paid all rent due and payable under such Lease through the part date hereof; (iii) Neither Seller nor the applicable Affiliate has received nor given any notice of Parent orany default or event that with notice or lapse of time, if applicableor both, its Subsidiary orwould constitute a default by Seller or such Affiliate under any of the Real Property Leases and, to the knowledge best of ParentSeller’s knowledge, the landlord thereunder exists no other party is in default thereof, and no party to any Real Property Lease has exercised any termination rights with respect thereto; (iv) Neither Seller nor the applicable Affiliate has subleased, assigned or otherwise granted to any Parent Leased Real Property. Except as would not reasonably be expected to have, individually or in Person the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupyoccupy such Leased Real Property or any portion thereof; and (v) Neither Seller nor the applicable Affiliate has pledged, subject to the terms mortgaged or otherwise granted a Lien on its leasehold interest in any Leased Real Property. (c) Except as listed on Schedule 3.14 (c) of the leaseDisclosure Schedule, sublease neither Seller nor any of its Affiliates has received any notice of (i) material violations of building codes and/or zoning ordinances or other agreement applicable thereto, Applicable Laws affecting the Parent Leased Real Property, free and clear (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters affecting the operation of all Liens, except for Parent Permitted Liensthe Leased Real Property as currently operated.