Common use of Real Property Clause in Contracts

Real Property. (a) Section 4.9(a) of the Disclosure Schedule lists all of the real property and interests therein owned by any Acquired Entity or included in the Foreign Assets (with all easements and other rights appurtenant to such property, the “Owned Real Property”) and, relative to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Real Property, free and clear of any Liens, except Permitted Liens. (b) Section 4.9(b) of the Disclosure Schedule lists all of the real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets (the “Leased Real Property”). For each item of Leased Real Property, Section 4.9(b) of the Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion of the Leased Real Property. (c) The Owned Real Property and the Leased Real Property (collectively, the “Real Property”) constitute all interests in real property currently owned or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use of the buildings located on the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations which would not reasonably be expected to have a Material Adverse Effect.

Real Property. (a) Section 4.9(aSCHEDULE 4.15 lists and describes all real property (together with all improvements thereon, the "REAL PROPERTY") now used, operated or occupied by the Acquired Companies and the name of the Disclosure Schedule lists all record owner thereof. For each parcel of Real Property listed on SCHEDULE 4.15, which is owned by the Acquired Companies, each of the real property Acquired Companies holds good and interests therein owned by any Acquired Entity or included in the Foreign Assets (with all easements and other rights appurtenant to such property, the “Owned Real Property”) and, relative to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds marketable fee simple title to the applicable parcel of Owned such Real Property, Property free and clear of any LiensEncumbrances except for Permitted Encumbrances. For each parcel of Real Property listed on SCHEDULE 4.15, except Permitted Lienswhich is not owned by the Acquired Companies, the Company has made available to Purchaser true and correct copies of the Real Property lease or sublease (each a "REAL PROPERTY LEASE") with respect to such Real Property. Each Real Property Lease is legal, valid, binding, enforceable, and in full force and effect and none of the Acquired Companies has assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold. Each of the Acquired Companies enjoys peaceful and undisturbed possession of all Real Property, and each of the Acquired Companies has fulfilled in all material respects all the obligations required to be performed by it through the date hereof with respect to each Real Property Lease. (b) Section 4.9(b) Each of the Disclosure Schedule lists Acquired Companies has received all required material approvals of Governmental Authorities (including Permits and material certificates of occupancy or other similar certificates permitting lawful occupancy of the real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets (the “Leased Real Property”). For each item of Leased Real Property, Section 4.9(b) required in connection with the present use of the Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion of the Leased Real PropertyImprovements thereon. (c) The Owned All the Real Property are supplied with utilities and other services necessary for the Leased Real Property operation of such facilities as currently operated. (collectivelyd) All Improvements, the “Real Property”) constitute and all interests in real property currently owned Fixtures and Equipment and other tangible assets owned, leased, or leased in connection with used by the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use of the buildings located Companies on the Real Property violates are in good condition and repair in all material respects, and such Improvements and Fixtures are free from structural defects. (e) None of the Acquired Companies has received notice of any restrictive covenant or deed restriction recorded against such special assessment relating to any Real Property or any other Lawsportion thereof, except for such violations which would and none of the Acquired Companies has knowledge of any pending or threatened special assessment. (f) There is not reasonably be expected now pending, or to have a Material Adverse Effectthe knowledge of the Company, threatened, any eminent domain or condemnation proceeding affecting the Real Property or any portion thereof.

Real Property. Schedule 2.1(d) contains a true and complete description (a) Section 4.9(aincluding a legal description of Owned Property) of all land, leaseholds, licenses, rights of way and access, and interests of every kind and description in and to real property, buildings, structures, towers, antennas, fixtures, signage, improvements, and appurtenances that are owned, leased or held by the Disclosure Schedule lists all Entravision Parties as of the real property and interests therein owned by any Acquired Entity or included date hereof for use principally in connection with the Foreign Assets (with all easements and other rights appurtenant to such property, operation of the “Owned Real Property”) and, relative to each such property or interest, the Acquired Entity that owns itEntravision Stations. The applicable Acquired Entity or Retained Subsidiary holds Entravision Parties have fee simple title to the real property described on Schedule 2.1(d) as being so owned (the “Owned Property”). The Entravision Parties lease, as lessee, the premises described on Schedule 2.1(d) as being so leased (the “Leased Property” and with the Owned Property, the “Real Property”). The Entravision Parties lease, as lessor, the premises described on Schedule 2.1(d) as being so leased. (a) As to the Owned Property, the Entravision Parties have good, valid and marketable fee simple title to such real property and all buildings, structures, towers, antennas, fixtures, signage, improvements, and appurtenances thereon, free and clear of all Liens other than Permitted Liens. Included as Schedule 3.12(a) is a copy of all title insurance policies in favor of the Entravision Parties or any Affiliate thereof or any mortgagee of any such Person applicable parcel of to the Owned Real Property, if any. (b) As to the Leased Property, the Entravision Parties have good title to their interest in such Leased Property, free and clear of any Liens, except all Liens other than Permitted Liens. (b) Section 4.9(b) . All of the Disclosure Schedule lists all of the real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries leases with respect to such Leased Property are set forth on Schedule 3.15, and the Foreign Assets (Entravision Parties are, and have been since the “Leased Real Property”). For each item of Leased Real Property, Section 4.9(b) beginning of the Disclosure Schedule lists the lease or subleaseapplicable lease, pursuant to which the applicable Acquired Entity holds a possessory interest in the peaceable possession of such Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect have enforceable rights to each item of Leased Real Property is held free non-disturbance and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion of the Leased Real Propertyquite enjoyment therein. (c) The Owned Real Property and all buildings, structures, towers, antennas, fixtures, signage, improvements, and appurtenances thereto, and the Leased roof, walls and other structural components which are part thereof, and the heating, air conditioning, plumbing, electrical and other mechanical facilities thereof, are (1) in good operating condition and repair (reasonable wear and tear excepted), (2) in compliance in all material respects with applicable zoning Laws and the building, health, fire and environmental protection Laws, (3) without structural defects, and (4) without need for any repairs (other than normal routine maintenance) in order to maintain them in good condition and repair. All necessary utility services for the operation of the Sale Assets, including but not limited to electric power and natural gas service, are available to the Real Property. The Real Property (collectivelyhas adequate pedestrian and vehicular access by way of public access or valid easements or right of ways and all such rights have been recorded as necessary with the appropriate Governmental Entity. All buildings, the “Real Property”) constitute all interests in real property currently owned or leased structures, towers, antennas, fixtures, signage, improvements, and appurtenances used in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use of the buildings Entravision Stations are located entirely on the Real Property violates Property, including, without limitation, any restrictive covenant guy wires or deed restriction recorded against such ground system wires associated with the Entravision Stations’ antenna towers. (d) The Entravision Parties have not received any notice of condemnation or of eminent domain proceedings or negotiations for the purchase in lieu of condemnation of any of the Real Property or any other Lawsthe improvements thereto, except for such violations which would not reasonably be expected to and no condemnation or eminent domain proceedings or negotiations have a Material Adverse Effectbeen commenced or threatened in writing in connection with the Real Property or the improvements thereto.

Real Property. (a) Other than the leased or occupied real property listed in Section 4.9(a) 3.14 of the Disclosure Schedule lists all of (the “Leased Real Property,” and each Contract under which any Leased Real Property is leased or occupied by any Seller is a “Real Property Lease”), no Seller owns any right, title or interest in any real property and interests therein owned by that is used in any manner in connection with the Outlet Business or that will become an Acquired Entity or included Asset. Sellers, considered collectively, have a valid leasehold interest in the Foreign Assets (with all easements and other rights appurtenant to such property, the “Owned Real Property”) and, relative to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Leased Real Property, free and clear of any Liens, except Encumbrance other than any Permitted Liens. (b) Section 4.9(b) Encumbrance. There are no parties in possession of the Disclosure Schedule lists all of the real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets (the “Leased Real Property”). For each item of Leased Real Property, Section 4.9(b) of the Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease”)other than the applicable Seller. The leasehold interest of an Acquired Entity with respect to each item of No Leased Real Property is held free has suffered any material damage by fire or other casualty that has not been repaired and clear restored in all material respects. As of the date hereof, no party to any Liens, except Permitted LiensReal Property Lease has exercised any termination right with respect thereto. All rent and other sums and charges payable by the applicable Seller as tenant thereunder are current. No Acquired Entity Seller has received written notice from any insurance company that such insurance company will require any alteration to any Leased Real Property for continuance of a policy insuring such property (other than any notice of alteration that has been completed), to the extent that such alteration is a sublessor of, and has not assigned any Lease covering, any portion the responsibility of the Leased Real Property. (c) The Owned applicable Seller. No Seller is contesting any operating cost, real estate Tax or assessment or other charge payable by such Seller under any Real Property and Lease. No Seller has exercised any (if any) option under any Real Property Lease to purchase the real property subject to such Real Property Lease. There are no material capital expenditures, to any Sellers’ Knowledge, required to be made by Buyer in connection with the Leased Real Property in order to comply with any Real Property Lease or Applicable Laws or any insurance requirements of any Seller or any landlord under any Real Property Lease. All buildings, structures, facilities, and other improvements (collectively, the “Real PropertyImprovements”) constitute are in good operating condition and repair, subject to normal wear and maintenance given their relative ages. To any Seller’s Knowledge, all interests in real property currently owned Permits that are required or leased in connection with appropriate to use or occupy the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use of the buildings located on the Leased Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations which would not reasonably be expected to as currently conducted thereon have a Material Adverse Effectbeen issued and are in full force and effect.

Real Property. (a) Section 4.9(a) of the Disclosure Schedule lists all of the The Company does not own any real property and interests therein owned by any Acquired Entity or included in the Foreign Assets (with all easements and other rights appurtenant to such property, the “Owned Real Property”) and, relative to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Real Property, free and clear of any Liens, except Permitted Liens. (b) Section 4.9(bSchedule 2.15(b) sets forth a true, correct and complete list of the Disclosure Schedule lists all of the real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets Company, whether as lessee or lessor (the “Leased Real Property”). For , each item Contract relating to the use and/or occupancy of such Leased Real Property, Section 4.9(bincluding all leases, subleases, agreements to lease or other occupancy agreements (written or oral) entered into by the Company, including all amendments thereto (the “Real Property Leases”), and any lease guarantees, tenant estoppels, subordinations, non-disturbance and attornment agreements, including all amendments thereto, and all condominium documents and service agreements relating thereto. Schedule 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the Disclosure Schedule lists term of such Real Property Lease; and (iii) the lease or sublease, pursuant to which the applicable Acquired Entity holds current use under such Real Property Lease. The Company has a possessory valid and enforceable leasehold interest in the all its Leased Real Property and all material amendments, renewals, reflected in the Financial Statements or extensions thereto (each, a “Lease”)acquired after the Recent Balance Sheet Date. The leasehold interest of an Acquired Entity with respect to each item of All Leased Real Property is held free and clear of any all Liens, except other than Permitted Liens. (c) The Company has delivered or made available to Buyer true, complete and correct copies of all Real Property Leases. No Acquired Entity Each Real Property Lease is in full force and effect; all rents and additional rents due to date on each Real Property Lease have been paid and neither the Company nor any other party to any such Real Property Lease has received notice of any breach or default nor repudiated any material provision thereof. The Company has not received a notice of cancellation or termination with respect to any Real Property Lease. There exists no event that, with notice or lapse of time, or both, would constitute a material breach or default by the Company or any other party thereto, under any of the Real Property Leases. The Company is not a sublessor ofor grantor under any sublease or other instrument granting to any other Person any right to the possession, and has not assigned lease, occupancy or enjoyment of any Lease covering, any portion of the leased or subleased Leased Real Property. (cd) The Owned Leased Real Property comprises all of the real property used or intended to be used in, or otherwise related to, the Business. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or affecting the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. (collectivelye) Except as set forth on Schedule 2.15(e), no consent of any landlord or any other party is required under any Real Property Lease as the “result of the Transactions contemplated hereby or to keep such Real Property”Property Lease in full force and effect after the execution and delivery of this Agreement and the consummation of the Transactions contemplated hereby. (f) constitute all interests in real property currently owned or leased in connection with All improvements necessary for the Acquired Business. No Acquired Entity Business and constituting part of the Leased Real Property have been completed and the Company has not received any written notice that the locationLeased Real Property is not in compliance with applicable Law and, construction, occupancy, operation or use to the Knowledge of the buildings located on Company, there are presently in effect all Permits required by Law. The Company has not received any written notice that there does not exist at least the minimum access required by applicable subdivision or similar Law to the Leased Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations which would not reasonably be expected to have a Material Adverse EffectProperty.

Real Property. (a) Section 4.9(a) of the Disclosure Schedule lists all of the real property and interests therein owned by any Acquired Entity or included in the Foreign Assets (The applicable Loan Party shall provide to Agent with all easements and other rights appurtenant to such property, the “Owned Real Property”) and, relative respect to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Material Real Property, free promptly and clear of in any Liens, except Permitted Liens. event within one hundred and twenty (b120) Section 4.9(b) days (or such longer period as Agent (acting at the direction of the Disclosure Schedule lists all Required Lenders) may agree in its reasonable discretion) after the later of the real property Closing Date and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets (the “Leased Real Property”). For each item date of Leased Real Property, Section 4.9(b) of the Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property and all material amendments, renewals, or extensions thereto acquisition thereof (each, a “LeaseMortgaged Property” and together, the “Mortgaged Properties”). The ) (i) a Mortgage duly executed and delivered by the record owner of such Mortgaged Property; provided that (A) for any Mortgaged Property located in a jurisdiction which imposes a tax, fee or other charge on the recording of a security instrument, the Mortgage shall be in an amount equal to the fair market value of such Mortgaged Property or such other amount as may be agreed by such Loan Party and the Agent (at the direction of Required Lenders) and (B) for any Mortgaged Property in which Borrower holds a leasehold interest interest, a memorandum of an Acquired Entity with respect lease containing a description of the leased premises acceptable to each item of Leased Real the recording office in the county where the Mortgaged Property is held free located shall have been recorded, (ii) a title insurance policy for each Mortgaged Property or the equivalent or other form (if applicable) available in each applicable jurisdiction in an amount not to exceed the fair market value of such Mortgaged Property as reasonably determined by the Borrower and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion Agent (acting at the direction of the Leased Real Property. (cRequired Lenders) The Owned Real Property and the Leased Real Property (collectively, the “Real PropertyMortgage Policies”) constitute all interests in real property currently owned or leased in connection insuring the Lien of each such Mortgage as a valid Lien on the Mortgaged Property described therein, free of any other Liens except Permitted Liens, together with such endorsements, coinsurance and reinsurance as Agent (acting at the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use direction of the buildings Required Lenders) may reasonably request, (iii) a completed “Life of Loan Federal Emergency Management Agency Standard Flood Hazard Determination” with respect to each Mortgaged Property (together with a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the Borrower and each of its Subsidiaries relating thereto) and if any improvements on any Mortgaged Property are located on in an area designated as a Special Flood Hazard Area, evidence of such Flood Insurance as may be required under Section 7.4(c), (iv) either a current ALTA survey (or survey equivalent, such as an Express Map) in form and substance reasonably satisfactory to Agent, certified to Agent and to the Real issuer of the Mortgage Policy with respect thereto by a professional surveyor licensed in the state in which such Mortgaged Property violates is located or a prior survey (or survey equivalent, such as an Express Map), together with an affidavit from the record owner of such Mortgaged Property certified to the issuer of the Mortgage Policy with respect thereto that there has been no material change to such Mortgaged Property as shown thereon since the date thereof, if applicable, all in form and substance reasonably satisfactory to the issuer of the Mortgage Policy to remove the standard printed survey exception from any restrictive covenant or deed restriction recorded against Mortgage Policy and (v) a legal opinion of counsel regarding the enforceability of the Mortgage with respect to such Real Property or any other LawsMortgaged Property, except for such violations which would not in form and substance reasonably be expected satisfactory to have a Material Adverse EffectAgent and the Required Lenders.

Real Property. (a) Section 4.9(aSchedule 2.10(a) of the Disclosure Schedule lists sets forth a true and complete list of all real property owned by Seller that is used in or necessary for the operation of the real property and interests therein owned by any Acquired Entity or included in the Foreign Assets Business as currently conducted (with all easements and other rights appurtenant to such property, the “Owned Real Property”) and), relative including with respect to each such property or interestproperty, the Acquired Entity that owns itaddress, location and use. The applicable Acquired Entity or Retained Subsidiary holds With respect to each parcel of Real Property: (i) the Seller has good and valid fee simple title to the applicable each parcel of Owned Real Property, free and clear of any Liens, except all Liens other than Permitted Liens; (ii) the Seller is in possession of each parcel of Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement pursuant to which any third party is granted the right to use any Owned Real Property, other than as set forth on Schedule 2.10(a) of the Disclosure Schedule; (iii) there are no outstanding options or rights of first offer or right of first refusal in favor of any third party to purchase any Owned Real Property or any portion thereof or interest therein; and (iv) there are no condemnation or eminent domain proceedings with respect to any Owned Real Property. (b) Section 4.9(bSchedule 2.10(b) of the Disclosure Schedule lists all of the sets forth each interest in real property leased by Seller (together with all rights, title and interests therein leased interest of Seller in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets (prepaid rents paid in connection therewith, collectively, the “Leased Real Property”, collectively with the Owned Real Property, the “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, or any other arrangement under which such property is leased (the “Real Estate Leases”). For Seller has delivered to Purchaser a true and complete copy of each item Real Estate Lease. Each of the Real Estate Leases is valid, binding, enforceable and in full force and effect, and the Seller enjoys peaceful, quiet and undisturbed possession of the Leased Real Property, Section 4.9(b) . Seller is not in breach or default under any of the Disclosure Schedule lists Real Estate Leases, and no event has occurred, or circumstance exists which, with the lease delivery of notice, passage of time or subleaseboth, pursuant would constitute such a breach or default, and Seller, as applicable, has paid all rent due and payable under each of the Real Estate Leases. The 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 default by Seller under any of the Real Estate Leases and, to which the applicable Acquired Entity holds a possessory interest knowledge of the Seller, no other party is in default thereof, and no party to any of the Real Estate Leases has exercised any termination rights with respect thereto. Seller has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property and all material amendmentsor any portion thereof. Seller has not pledged, renewals, mortgaged or extensions thereto (each, a “Lease”)otherwise granted any Lien on its leasehold interest in any Leased Real Property. The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion adequate for the needs of the Business as currently conducted. None of the buildings, plant or structures on any Leased Real Property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are, individually and in the aggregate, immaterial. There is no pending or, to the knowledge of the Seller, threatened condemnation, eminent domain or similar proceeding with respect to any Leased Real Property. (c) The Owned Real Property and 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 (collectively, the “Real Property”, (ii) constitute all interests in real property currently owned existing, pending or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use of the buildings located on threatened condemnation proceedings affecting the Real Property violates any restrictive covenant Property, or deed restriction recorded against such Real Property (iii) existing, pending or any threatened zoning, building code or other Lawsmoratorium proceedings, except for such violations or similar matters which would not could reasonably be expected to have a Material Adverse Effectadversely affect the ability to operate the Real Property as currently operated and as required to satisfy the needs of the Business. Neither the whole nor any material portion of any Real Property has been damaged or destroyed by fire or other casualty which has not been fully restored.

Real Property. (a) Section 4.9(a3.17(a)(i) of the Impax Disclosure Schedule lists Letter contains a complete and accurate list by property, city, state and country of all of the interests in real property currently owned in fee by Impax and interests therein owned by any Acquired Entity or included in the Foreign Assets of its Subsidiaries (with all easements and other rights appurtenant to such property, the “Impax Owned Real Property”). Section 3.17(a)(ii) of the Impax 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 Impax or any of its Subsidiaries (the “Impax Leased Real Property” and, relative to each such property or interesttogether with the Impax Owned Real Property, collectively, the Acquired Entity that owns it. “Impax Real Property”), and (ii) a description of each Impax Lease and all amendments, modifications and supplements thereto. (b) The applicable Acquired Entity or Retained Subsidiary holds Impax Owned Real Property, together with the Impax Leased Real Property, is sufficient in all material respects for the operation of the business currently conducted by Impax and its Subsidiaries in the ordinary course of business, and Impax and each of its Subsidiaries, as applicable, enjoys peaceful and undisturbed possession of the Impax Owned Real Property and the Impax Leased Real Property sufficient for current business and operational use requirements. (c) Impax and/or its Subsidiaries, as applicable, has good and valid fee simple title to the applicable parcel of all Impax Owned Real Property, free and clear of any Liens, except Liens other than Permitted Liens. Impax has made available to Amneal accurate and complete copies of all title insurance policies, title reports and surveys for the Impax Real Property in possession or control of Impax or any of its Subsidiaries. To the Knowledge of Impax, all buildings, plants, structures and other improvements that form a part of the Impax Real Property lie wholly within the boundaries of the land owned or leased by Impax 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. (bd) Section 4.9(b) None of the Disclosure Schedule lists Impax 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 Impax or any of its Subsidiaries has granted any third party or third parties the right to use or occupancy of such Impax Owned Real Property (other than Permitted Liens or to Impax or any of its Subsidiaries). (e) To Impax’s Knowledge, (i) all improvements on the Impax 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 Impax Real Property are adequate for the operation of each facility as it is currently being operated. (f) The Impax 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 interests therein leased operation of the facilities thereon. To Impax’s Knowledge, each Impax Lease that requires registration with any Governmental Authority has been duly registered. (g) To Impax’s Knowledge, no eminent domain, condemnation or subleased by other similar proceeding is pending or threatened affecting any Acquired Entity or by of the Retained Subsidiaries with respect to the Foreign Assets (the “Leased Real Property”). For each item of Leased Impax Owned Real Property, Section 4.9(bImpax Leased Real Property or any part thereof. (h) There are no outstanding options, rights of the Disclosure Schedule lists the lease first offer or subleaserights of first refusal to purchase any Impax 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 the applicable Acquired Entity holds a possessory interest in the Impax or any of its Subsidiaries leases, licenses or subleases any Impax Leased Real Property (each, an “Impax Lease” and, collectively, the “Impax Leases”) is a written agreement in full force and effect, and is valid, binding and enforceable, subject to proper authorization and execution of each Impax 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. Impax has made available to Amneal (in each case, together with all material amendments, renewalsassignments, modifications, supplements, waivers or extensions thereto (eachother changes thereto) true and complete copies of all Impax Leases and, in the case of any oral Impax Lease, a “written summary of the material terms of such Impax Lease”). The leasehold interest , to which Impax or any of an Acquired Entity with respect to each item of Leased Real Property is held free and clear of any Liens, except Permitted Liens. No Acquired Entity its Subsidiaries is a sublessor party. None of Impax or any of its Subsidiaries subleases (as sublessor), licenses (as licensor) or grants the use or occupancy of, and has not assigned to any Lease coveringother person (other than business invitees in the ordinary course of business), any portion of the Impax Leased Real Property. Except for Permitted Liens, none of Impax or any of its Subsidiaries has collaterally assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in any Impax Lease. (cj) The Owned Real Property and the Leased Real Property (collectively, the “Real Property”) constitute all interests in real property currently owned There exists no default or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use event of the buildings located default on the Real Property violates part of Impax or any restrictive covenant of its Subsidiaries under any Impax Leases or, to Impax’s Knowledge, any other party thereto, in each case that has not been cured and to Impax’s Knowledge, no condition exists that with notice or deed restriction recorded against such Real Property lapse of time would constitute a default by Impax or any of its Subsidiaries or any other Lawsparty thereunder, except for such violations which in each case that has not been cured or that has not had or would not reasonably be expected to have a have, individually or in the aggregate, an Impax Material Adverse Effect. None of Impax or any of its Subsidiaries has received written notice of any default or event of default under any Impax Lease, other than any default or event of default that has been cured or that has not had or would not reasonably be expected to have, individually or in the aggregate, an Impax Material Adverse Effect. (k) The current use and operation of the Impax Leased Real Property in the ordinary course of business of Impax and its Subsidiaries does not violate any Law in any material respect. (l) None of Impax or any of its Subsidiaries is a party to any contract, agreement or arrangement relating to the future acquisition or development of any Impax Real Property by any third party or the acquisition of any other real property by Impax or any of its Subsidiaries.

Real Property. (a) The applicable Transferred FH Companies and their Closing Subsidiaries or the FH Affiliates (in respect of the FH Business), as set forth on Section 4.9(aA(13) of the Seller’s Disclosure Schedule lists all of Letter, have (or immediately prior to the real property Closing will have) good and interests therein owned by any Acquired Entity or included valid title in the Foreign Assets (with all easements and other rights appurtenant to such property, the “Owned Real Property”) and, relative to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title (or local foreign law equivalent) to the applicable parcel of Owned Real Property, free and clear of all Encumbrances other than Permitted Encumbrances. Except for Permitted Encumbrances and as disclosed in Section 3.14(a) of the Seller’s Disclosure Letter, with respect to each parcel of Owned Real Property, no Transferred FH Company and their Closing Subsidiaries or the FH Affiliates (in respect of the FH Business) have entered into any Lienslease, except Permitted Lienssublease, license, option to purchase, right of first refusal, or other similar agreement, written or oral, granting to any Person the present or future right to acquire, use or occupy such parcel of Owned Real Property or any portion thereof. To the Knowledge of Seller, all facilities located on such Owned Real Property are supplied with utilities and other services (such as gas, electricity, water, telephone, sanitary sewer and storm sewer) via public roads or via permanent, irrevocable, appurtenant easements benefiting such parcel, all of which services are sufficient for the conduct of the FH Business as currently conducted in the ordinary course at that location. (b) Section 4.9(bA(11) of the Seller’s Disclosure Schedule Letter lists all Leases, including the addresses of the real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets (the “applicable Leased Real Property”). For each item True, correct and complete copies of Leased Real Property, Section 4.9(b) all Leases in effect as of the Disclosure Schedule lists the lease or sublease, pursuant date hereof relating to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property have heretofore been delivered by Seller to Buyer. To the Knowledge of Seller, all such Leases are valid, binding and all material amendmentsin full force and effect and are enforceable by the lessee thereunder, renewalssubject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or extensions thereto (eachaffecting creditors’ rights and to general equity principles. To the Knowledge of Seller, a “Lease”). The leasehold interest of an Acquired Entity with respect no lessee under any Lease relating to each item of Leased Real Property is held free and clear of in material default under any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion of the Leased Real Propertysuch Lease. (c) The Owned As of the date hereof, none of the FH Share Sellers, the FH Asset Sellers or any of the Transferred FH Companies or their Closing Subsidiaries or the FH Affiliates (in respect of the FH Business) has received any written notice from any Governmental Authority that the Real Property and is in any violation of any federal, state or municipal law, ordinance, order, regulation or requirement that would, individually or in the Leased Real Property aggregate, reasonably be expected to be material to the FH Business, taken as a whole. (collectivelyd) As of the date hereof, none of the “Real Property”Transferred FH Companies or their Closing Subsidiaries or the FH Affiliates (in respect of the FH Business) constitute all interests in real property currently owned or leased in connection with the Acquired Business. No Acquired Entity has received any written notice that the location, construction, occupancy, operation (i) any condemnation proceeding is pending or use of the buildings located on the threatened with respect to any Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations which that would not reasonably be expected to have a Material Adverse EffectEffect or (ii) any material zoning or building code, ordinance, order or regulation is or will be violated by the continued maintenance, operation or use of any buildings or other improvements on any Real Property in the ordinary course consistent with past practice.

Real Property. (a) Section 4.9(aThe Company does not own any real property. Schedule 2.5(a) of the Company Disclosure Schedule lists all contains a legal description of each parcel of real property that the Company leases, subleases, licenses, occupies, or uses in connection with the operation of the real property and interests therein owned by any Acquired Entity business of the Company as presently conducted or included in proposed to be conducted upon completion of the Foreign Assets Facility (with all easements and other rights appurtenant to such property, the “Owned Real Property”) and, relative to each such property or interest, the Acquired Entity that owns it). The applicable Acquired Entity parcels of Real Property which are leased or Retained Subsidiary holds fee simple title subleased by the Company and which leases or subleases will be assigned to Purchaser at the applicable parcel Closing, as identified on Schedule 2.5(a), are referred to herein as “Leased Real Property”, and the parcels of Owned Real Property which are licensed or sublicensed by the Company and which will be assigned to Purchaser, as identified on Schedule 2.5(a), are referred to herein as “Licensed Real Property”. Except as set forth on Schedule 2.5(a) of the Company Disclosure Schedule, no right to use or occupy any portion of the Leased Real Property has been granted to any Person other than Company nor are there any parties in possession of any portion of the Leased Real Property, whether as tenants, subtenants, trespassers or otherwise, except the Company. (b) The Company has a valid leasehold interest in the Leased Real Property, free and clear of any Liensall Encumbrances, except other than Permitted Liens. To the Knowledge of the Company, the Company has a valid license or sublicense to occupy and use the Licensed Real Property. The Company has paid, discharged or reserved for, all lawful claims that, if unpaid, could become an Encumbrance against the Leased Real Property or any portion thereof. (bc) Section 4.9(bWith respect to each parcel of Leased Real Property and the buildings, structures, improvements and fixtures thereon: (i) No condemnation or eminent domain taking of the Disclosure Schedule lists all of the real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets (the “Leased Real Property”). For each item of Leased Real Property, Section 4.9(b) or any portion thereof, has occurred. There is no pending, and to the Knowledge of the Disclosure Schedule lists Company, threatened or contemplated, appropriation, condemnation, eminent domain or like proceeding affecting the lease Leased Real Property or subleaseany part thereof or of any sale or other disposition of the Leased Real Property or any part thereof in lieu of condemnation. (ii) Except for assessments occurring on a regular basis in accordance with applicable Legal Requirements, pursuant there is no pending or, to which the applicable Acquired Entity holds a possessory interest Knowledge of the Company, contemplated reassessment of any parcel included in the Leased Real Property and all material amendments, renewalsthat is reasonably expected to increase the real estate tax assessment for such properties. (iii) There is no pending, or extensions thereto (eachto the Knowledge of the Company, a “Lease”)contemplated proceeding to rezone any parcel of the Leased Real Property. The leasehold interest To the Knowledge of an Acquired Entity with respect to the Company, the uses for which each item parcel of the Leased Real Property is held free and clear are zoned do not restrict, or in any manner impair, the current use of the Leased Real Property or the proposed use by the Purchaser. To the Knowledge of the Company, the Company has not received notice of any Liensviolation of any applicable zoning law, except Permitted Liens. No Acquired Entity is a sublessor ofregulation or other Legal Requirement, and has not assigned any Lease covering, any portion of related to or affecting the Leased Real Property. (civ) The Owned To the Knowledge of the Company, all buildings, structures and other improvements on the Leased Real Property, including but not limited to driveways, garages, landscaped areas and sewer systems, and all means of access to the Leased Real Property, are located completely within the boundary lines of the Leased Real Property and do not encroach upon or under the property of any other Person or entity. No buildings, structures or improvements constructed on the property of any other Person encroach upon or under the Leased Real Property. (v) To the Knowledge of the Company, the use of the Leased Real Property, or any portion thereof, does not violate or conflict with (i) any covenants, conditions or restrictions applicable thereto or (ii) the terms and provisions of any contractual obligations relating thereto. (vi) Except as set forth on Schedule 2.5(c)(vi) of the Company Disclosure Schedule, none of the Leased Real Property is subject to any right of first offer, right of first refusal, option or other agreement for the sale or lease thereof. (vii) The Company has good and valid rights of ingress and egress to and from all of the Leased Real Property (collectivelyincluding between separate parcels included within the Leased Real Property) from and to pipelines (including, but not limited to, pipelines to access the rail loading area) and the public street systems for all usual street, road and utility purposes and other purposes necessary or incidental to the operation of the business of the Company conducted or proposed to be conducted upon completion of the Facility. (viii) Except as set forth on Schedule 2.5(c)(viii) of the Company Disclosure Schedule, to the Knowledge of the Company, all utilities required for or useful in the operation of the business of the Company either enter the Leased Real Property through adjoining streets and roads, or if they pass through adjoining private land, they do so in accordance with valid public easements. All necessary utilities (including without limitation, water, sewer, electricity and telephone facilities) are available to the Leased Real Property and there exists, to the Knowledge of the Company, no proposed limitation in or reduction of the quality or quantity of utility services to be furnished to the Leased Real Property. Permanent adequate sewage and water systems and connections are available to the Leased Real Property as currently operated. (ix) No Proceeding is pending or, to the Knowledge of the Company, is threatened, to revoke, suspend, modify or limit any of the permits required under applicable Legal Requirements with respect to its leasehold interest in and use and occupancy of, the “Leased Real Property”. Except as set forth on Schedule 2.8(d) constitute all interests in real property currently owned or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use of the buildings located on Company Disclosure Schedule, no Permit will be subject to revocation, suspension, modification or limitation as a result of this Agreement or the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations which would not reasonably be expected to have a Material Adverse Effectconsummation of the transactions contemplated hereby.

Real Property. (a) Section 4.9(a4.14(a) of the GPC Disclosure Schedule lists all Letter sets forth, with respect to each parcel of SpinCo Leased Real Property as of the real property and interests therein owned by date of this Agreement, the Contracts that provide a SpinCo Company with rights to lease, sublease, license, use or otherwise occupy such parcel of SpinCo Leased Real Property as of the date of this Agreement, including any Acquired Entity amendments or included in modifications thereof (all such Contracts, together with the Foreign Assets (Contracts that provide each SpinCo Company with all easements and other rights appurtenant to such propertylease, sublease, license, use or otherwise occupy the SpinCo Leased Real Property as of the Closing Date, including any amendments or modifications thereof, collectively, the “Owned Real PropertySpinCo Leases”) and, relative to each such property or interest), the Acquired Entity that owns itaddress (or other identifying description) of such parcel and the identity of the lessor, lessee and current occupant (if different from lessee) of such parcel. Except to the extent disclosure is limited by the terms of any SpinCo Lease, true, correct and complete copies of all SpinCo Leases existing as of the date of this Agreement have been provided to RMT Parent. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable SpinCo Company (i) has a valid and binding leasehold interest in, and enjoys peaceful and undisturbed possession of, each parcel of Owned SpinCo Leased Real PropertyProperty existing as of the date of this Agreement and (ii) will have a valid and binding leasehold interest in each parcel of SpinCo Leased Real Property that will exist as of the Closing Date, in each case, free and clear of any Liens, except all Liens other than Permitted Liens. (b) With respect to each SpinCo Lease, neither the applicable SpinCo Company, nor, to the knowledge of GPC, any counterparty thereto is in default thereunder in any material respect, and there are no events which with the passage of time or notice, or both, would constitute a material default thereunder on the part of the SpinCo Company party to such SpinCo Lease, or, to the knowledge of GPC, any other party to such SpinCo Lease. Except as described on Section 4.9(b4.14(b) of the GPC Disclosure Schedule lists all Letter, the consummation of the real property and interests therein leased transactions provided for herein will not create or subleased by constitute a default or event of default under any Acquired Entity SpinCo Lease or by require the Retained Subsidiaries with respect consent of any other party to the Foreign Assets (the “Leased Real Property”). For each item any such lease to avoid a default or event of Leased Real Property, Section 4.9(b) of the Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease”)default. The leasehold interest of an Acquired Entity with respect to each item of SpinCo Leased Real Property is held free in compliance in all material respects with all laws, rules, regulations and clear ordinances related to the business as it is currently conducted on such SpinCo Leased Real Property. Except as otherwise indicated on Section 4.14(b) of the GPC Disclosure Letter, no SpinCo Company has subleased or granted to a third party any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, right to use or occupy all or any portion of the SpinCo Leased Real Property. (c) To the knowledge of GPC, there are no eminent domain or similar Proceedings pending or threatened affecting all or any material portion of the SpinCo Leased Real Property. To the knowledge of GPC, there is no writ, injunction, decree, order or judgment outstanding, nor any action claim, suit or other Proceeding pending or threatened, relating to the ownership, lease, use, occupancy or operation by any Person of the SpinCo Leased Real Property. The Owned Real Property and the SpinCo Leased Real Property is in good condition and repair and is sufficient for the uses in which such property is presently employed. (collectively, d) None of the “Real Property”) constitute all interests in SpinCo Companies owns any real property currently owned nor is under contract to purchase or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use of the buildings located on the Real Property violates otherwise acquire any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations which would not reasonably be expected to have a Material Adverse Effectreal property.

Real Property. (a) Section 4.9(aSchedule 3.11(a) of the Disclosure Schedule Schedules lists all the street address of the each parcel of real property and interests therein owned by any Acquired Entity the SLP Subsidiary or included in the Foreign Transferred Assets (with all easements and other rights appurtenant to such property, the “Owned Real Property”) and, relative to each such property or interest, the Acquired Entity that owns it). The applicable Acquired Entity Sellers or Retained the SLP Subsidiary holds have good and marketable title in fee simple title to the applicable parcel of all Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. In addition, with respect to each parcel of Owned Real Property, (i) the Sellers have made available to the Buyer copies of the deeds and other instruments (as recorded) by which the Sellers or the SLP Subsidiary acquired such Owned Real Property interests; (ii) the Sellers and the SLP Subsidiary have not leased or otherwise granted to any LiensPerson the right to use or occupy such Owned Real Property or any portion thereof; and (iii) there are no unrecorded or outstanding options, except Permitted Liensrights of first offer, rights to purchase or use, or rights of first refusal, or other preferential rights to purchase or use such Owned Real Property or any portion thereof or interest therein, or Contract relating to the right to receive any portion of the income or profits from the sale, operation or development thereof, and the Sellers and the SLP Subsidiary do not hold any option and are not subject to any contractual obligation to purchase or otherwise acquire an interest in any real property. (b) Section 4.9(bSchedule 3.11(b) of the Disclosure Schedule Schedules lists all the street address of the each parcel of leased real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to SLP Subsidiary or included in the Foreign Transferred Assets (the “Leased Real Property”). For , the identity of the lessor and lessee of each item such parcel of Leased Real Property, Section 4.9(b) of the Disclosure Schedule lists the each lease or sublease, pursuant agreement with respect to which the applicable Acquired Entity holds a possessory interest in the such Leased Real Property and all material amendmentseach amendment, renewalsextension, or extensions thereto (eachrenewal, a “Lease”)assignment and guaranty relating to each lease. The Sellers or the SLP Subsidiary, as applicable, have a good and valid title to the leasehold interest of an Acquired Entity with respect to estate under each item of Leased Real Property is held free and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion such lease of the Leased Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances, and the Sellers or the SLP Subsidiary, as applicable, have the exclusive right to occupy and enjoy peaceful and undisturbed possession of all Leased Real Property for the full term of the lease thereof. All leases in respect of the Leased Real Property are in full force and effect and none of the Sellers or the SLP Subsidiary have received any written notice of a breach of default thereunder. The Sellers have made available to the Buyer true and correct copies of the leases (and all amendments thereto) by which the Sellers and the SLP Subsidiary have acquired such Leased Real Property interests. (c) The Owned Real Property Property, and the Leased Real Property improvements, buildings and structures thereon (collectively, the “Real PropertyImprovements”), (i) constitute all interests of the Real Property used in the operation of the Business, (ii) may continue to be used for the operation of the Business as currently operated by the Sellers and the SLP Subsidiary after the Closing, and (iii) comply with all federal, state, or local building, zoning, health, safety, platting, subdivision or other Laws. To the Knowledge of the Sellers, all of the Improvements are structurally sound and adequately supported by the soils and foundations thereunder and are free from material defects, any need for material repairs, deferred maintenance and pest infestation or damage. No Improvement encroaches upon any other real property currently owned property, and there are no encroachments by other buildings or leased improvements onto the Real Property. None of the Improvements are located in a flood hazard area, or are prior, nonconforming structures under either the applicable zoning regulations or the applicable building codes. (d) To the Knowledge of the Sellers, there are no pending, threatened, or contemplated condemnation, expropriation or other Action (nor is there any basis for any such Action) affecting the Real Property, or any part thereof, or of any assessments made or threatened with respect to the Real Property or any part thereof, or of any sales or other disposition of the Real Property, or any part thereof, in lieu of condemnation. (e) The Sellers, with respect to the Business, and the SLP Subsidiary do not own or hold, and are not obligated under or a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell or dispose of the Real Property, or any portion thereof or interest therein. (f) The Sellers, with respect to the Business, and the SLP Subsidiary do not owe any money to any architect, contractor, subcontractor or materialmen for labor or materials performed, rendered or supplied to or in connection with the Acquired Business. No Acquired Entity has received written notice that the locationReal Property, construction, occupancy, operation and there is no construction or use of the buildings located on other improvement work being done at nor is there any construction or other improvement materials being supplied to the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations which would not reasonably be expected to have a Material Adverse EffectProperty.

Real Property. (a) Section 4.9(aSchedule 4.15(a) of the Disclosure Schedule lists Schedules sets forth the address or legal descriptions of all of the real property and interests therein owned by any Acquired Entity or included held in the Foreign Assets fee simple absolute (with all easements and other rights appurtenant to such propertycollectively, the “Owned Real Property”) andvested in each Company. Except as set forth on Schedule 4.15(a) of the Disclosure Schedules, relative the Companies have good and marketable fee simple absolute title to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Real Property, free and clear of any all Liens, save and except for Permitted Liens. (b) Section 4.9(bSchedule 4.15(b) sets forth a true and complete list and description of the Disclosure Schedule lists all of the real property leased, licensed to or otherwise used or occupied (but not owned) by each Company and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets Omega (collectively, the “Leased Real Property”), including certain material facts related thereto. For each item of Leased Real PropertyA true and correct copy (or if oral, Section 4.9(bthen a written description thereof) of the Disclosure Schedule lists the lease lease, license or subleaseoccupancy agreement, pursuant and any amendments thereto, with respect to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property (collectively, the “Real Property Leases”) has been delivered to Purchaser, and all material amendments, renewals, or extensions thereto (each, a “Lease”)no changes have been made to any Real Property Leases since the date of delivery. The leasehold interest All of an Acquired Entity with respect to each item of the Leased Real Property is held free used or occupied by the Companies pursuant to each respective Real Property Lease. Each Real Property Lease is valid, binding and clear enforceable in accordance with its terms and is in full force and effect. There are no existing defaults by the Companies or, to the Knowledge of Sellers, the lessor under any Liensof the Real Property Leases, except Permitted Liensand to the Knowledge of Sellers, no event has occurred which (with notice, lapse of time or both) could reasonably be expected to constitute a breach or default under any of the Real Property Leases by any Person or give any Person the right to terminate, accelerate or modify any Real Property Lease. No Acquired Entity Except as set forth on Schedule 4.15(b), no consent is a sublessor required from the lessor under any of the Real Property Leases in connection with the transactions contemplated by this Agreement and the Transaction Documents, which has not been obtained and provided to Purchaser and the Companies have not leased or sublet as lessor or sublessor, and no Person (other than the Companies) is in possession of, and has not assigned any Lease covering, any portion of the Leased Real Property. (c) The Owned Real Property To the Knowledge of Sellers, all improvements located on, and the use presently being made of, the Leased Real Property comply with all applicable zoning and building codes, ordinances and regulations and all applicable fire, environmental, occupational safety and health standards and similar standards established by applicable Law, and the same use thereof by Purchaser following Closing, in the same manner as conducted by the Companies prior to Closing, will not result in any violation of any such code, ordinance, regulation or standard. The present use and operation of the Leased Real Property does not constitute a non-conforming use and is not subject to a variance. There is no proposed, pending or threatened change in any such code, ordinance, regulation or standard which would materially adversely affect the Companies. (collectivelyd) To the Knowledge of Sellers, there is not currently pending or contemplated reassessment of any parcel included in the Leased Real Property that could result in a change in the rent, additional rent or other sums and charges payable by the Companies under any agreement relating to the Leased Real Property. (e) To the Knowledge of Sellers, there is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Leased Real Property. Neither the Companies nor Sellers have received any written notice or oral notice of any such proceeding and, to the Knowledge of Sellers, no such proceeding is contemplated. (f) To the Knowledge of Sellers, there are no material defects in, mechanical failure of, or damage to, the “Leased Real Property”. To the Knowledge of Sellers, the mechanical, electrical and HVAC systems serving the Leased Real Property are in good working condition. (g) constitute all interests All utilities (including water, sewer or septic, gas, electricity, trash removal and telephone service) are available to the Leased Real Property in real property currently owned or leased sufficient quantities and quality to adequately serve the Leased Real Property in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use of the buildings located on the Real Property violates any restrictive covenant or deed restriction recorded against Business conducted therefrom as such Real Property or any other Laws, except for such violations which would not reasonably be expected to have a Material Adverse Effectoperations are currently conducted thereon.

Real Property. (a) Section 4.9(a) of the Disclosure The Owned Real Property Schedule lists includes all of the material real property interests owned in fee by the Company or its Subsidiaries and identifies those interests therein owned by any Acquired Entity or included in the Foreign Assets (with all easements which constitute Active Operating Properties and other rights appurtenant to such property, the “Owned Real Property”) and, relative to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Real Property, free and clear of any Liens, except Permitted LiensReserves and/or Operating Facilities. (b) Section 4.9(bThe Company and its Subsidiaries shall promptly provide the following information with regard to each material parcel or tract of owned real property (exclusive of oil and gas properties): (i) an identification of the Disclosure Schedule lists all deed or other instrument of conveyance; (ii) recording information (if available, and if not, the state and county where the relevant parcel or tract is located); (iii) the names of at least one grantor and one grantee thereunder; and (iv) the approximate size of the relevant parcel or tract when acquired. The Company and its Subsidiaries shall also promptly provide an accurate listing of all owned real property and interests therein leased or subleased by any Acquired Entity or by within the Retained Subsidiaries with respect to the Foreign Assets currently existing five (the “Leased Real Property”). For each item of Leased Real Property, Section 4.9(b5) year mining plan of the Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property Company and all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion of the Leased Real Propertyits Subsidiaries. (c) The Owned Real Property and the Leased Real Property Schedule includes all material real property interests in which the Company has or its Subsidiaries have a leasehold interest and identifies those leasehold interests which constitute Active Operating Properties and Reserves and/or Operating Facilities. (collectivelyd) The Company and its Subsidiaries shall promptly provide the following information with regard to each material parcel or tract of leased real property (exclusive of oil and gas properties): (i) an identification of the lease or sublease agreement and any and all amendments, modifications and side letters; (ii) recording information (if available), and if not, the “Real Property”state and county where the relevant parcel or tract is located; (iii) constitute the names of at least one lessor and one lessee (or sublessor or sublessee) thereunder; (iv) the approximate size of the relevant parcel or tract leased thereunder when acquired; and (v) the term thereof, including any extension options. The Company and its Subsidiaries shall also promptly provide an accurate listing of all interests in leased real property within the currently owned or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use existing five (5) year mining plan of the buildings located Company and its Subsidiaries. (e) Except as set forth on the Real Property violates any restrictive covenant Disclosure Schedule and except Permitted Encumbrances which individually or deed restriction recorded against such in the aggregate do not constitute a Material Adverse Effect on the Company, the Company and its Subsidiaries hold (i) good and marketable Mining Title, as hereinafter defined, to the Active Operating Properties and Reserves and to the Operating Facilities and (ii) as to the Other Real Property, an interest of record or a leasehold interest from a person or entity which the Company or its Subsidiaries reasonably believe has an interest of record. As used in this subparagraph (e), Mining Title means fee simple title to surface and/or coal or an undivided interest in fee simple title thereto or a leasehold interest in all or an undivided interest in surface and/or coal together with (i) for Active Operating Properties and Reserves designated for surface mining no less than those easements, licenses, privileges, rights, and appurtenances as are necessary to mine, remove, and transport coal by surface mining methods; (ii) for Active Operating Properties and Reserves designated for underground mining, no less than those easements, licenses, privileges, rights, and appurtenances as are necessary to mine, remove, and transport coal by underground mining methods; and (iii) for Operating Facilities, no less than those easements, licenses, privileges, rights, and appurtenances as are necessary to operate the Operating Facilities in the manner presently operated. (f) Except as disclosed in the Real Property Disclosure Schedule, neither the Company nor its Subsidiaries have received any written notice alleging that the Company or its Subsidiaries are in default under any other Laws, material lease. Except as disclosed on the Real Property Disclosure Schedule and except for such violations which would as could not reasonably be expected to have a Material Adverse EffectEffect on the Company, neither the Company nor its Subsidiaries are in default under any lease relating to Active Operating Properties and Reserves, Operating Facilities or Other Real Property. (g) Except for leases which would not have a Material Adverse Effect on the Company if found to be invalid or unenforceable, each of the leases on the Leased Real Property Schedule is, and will be on and immediately following the Closing Date, valid and enforceable against the lessor or other parties thereto in accordance with its terms. To the Knowledge of the Company there are no unwritten modifications to such leases. (h) To the Knowledge of the Company, except as set forth on the Real Property Disclosure Schedule, neither the Company nor any of its Subsidiaries have received any notice of claims that the Company or any Subsidiary has mined any coal that did not belong to it, or mined any coal in such reckless or imprudent fashion as to give rise to any material claims for loss, waste or trespass. (i) All existing maps, surveys, title insurance policies, title insurance, abstracts and other evidence of title have been made available by the Company and its Subsidiaries to the Purchaser. (j) To the Knowledge of the Company, and other than set forth on the Real Property Disclosure Schedule, no condemnation or eminent domain proceeding against any part of such property is pending or threatened, and the Company and its Subsidiaries have no knowledge that any such proceeding is contemplated. (k) To the Knowledge of the Company, except as set forth on the Real Property Disclosure Schedule, there are no adverse possession claims regarding those real property interests which constitute Active Operating Properties and Reserves and/or Operating Facilities.

Real Property. (a) Section 4.9(a6.08(a) of the Oncor Disclosure Schedule lists all sets forth a list as of the date hereof of (i) all real property and interests therein owned by any Acquired Entity or included in the Foreign Oncor T Assets (“Oncor Owned Property”), (ii) all real property currently leased or subleased to an Oncor Entity included in the Oncor T Assets (“Oncor Leasehold Property” and, together with all easements and other rights appurtenant to such propertythe Oncor Owned Property, the “Owned Real Oncor Property”), including the lease and any amendments thereto (each, an “Oncor Lease”) under which such Oncor Leasehold Property is held and (iii) all easements, license agreements (including railroad, pipeline and similar crossing rights), rights of way and lease for rights of way, or other rights in or to the use of real property (collectively, “Oncor Easements” and, relative to each such property or interesttogether with the Oncor Leases, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds “Oncor Real Property Agreements”) included in the Oncor T Assets. (b) As of the date hereof, Oncor has, and at the Closing Oncor AssetCo will have, good and indefeasible fee simple title to the applicable parcel of all Oncor Owned Real Property, free and clear of any Liens, except all Liens other than Permitted Liens. (b) Section 4.9(b) of the Disclosure Schedule lists all of the real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets (the “Leased Real Property”). For each item of Leased Real Property, Section 4.9(b) of the Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear of any Liens, except Permitted LiensEncumbrances. No Acquired Oncor Entity is a sublessor of, and has not assigned granted to any Lease covering, third party the right to use or access the Oncor Owned Property in any portion of manner that interferes in any material respect with the Leased Real Oncor Owned Property or the Subject Oncor Operations or otherwise granted to any third party any ownership in any material Oncor Owned Property. (c) The Owned As of the date hereof, Oncor has, and at the Closing Oncor AssetCo will have, valid and enforceable leasehold interests with respect to the Oncor Leasehold Property, free and clear of all Liens other than Permitted Encumbrances, except that the validity and enforceability of the Oncor Leases under which such Oncor Leasehold Property is held are subject to the Enforceability Exceptions. (d) No consent from any counterparty to any Oncor Real Property and the Leased Real Property (collectively, the “Real Property”) constitute all interests in real property currently owned or leased Agreement is required in connection with the Acquired Businessconsummation of the Oncor Merger. No Acquired To the Knowledge of Oncor, no Oncor Entity is in breach in any material respect or in material default under any Oncor Real Property Agreement to which it is a party. To the Knowledge of Oncor, no counterparty to any of the Oncor Real Property Agreements is in material default of any of its obligations under the applicable Oncor Real Property Agreement. (e) To the Knowledge of Oncor, there are no developments affecting the Oncor Owned Property or any of the Oncor Real Property Agreements which are pending or threatened, which might materially detract from the value, materially interfere with any present or intended use or materially and adversely affect the fee title of the Oncor Owned Property or any of the Oncor Real Property Agreements. (f) Oncor has not received written notice from any Person within three years prior to the date of this Agreement asserting that Oncor does not have the locationright, constructionas a result of title defects or title failures, occupancy, operation to use or use occupy any portion of the buildings located on the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any Oncor Property, other Laws, except for such violations which than those notices that would not individually, or in the aggregate, reasonably be expected to have a an Oncor Material Adverse Effect.

Real Property. (a) Section 4.9(a4.10(a) of the Ardagh Disclosure Schedule lists all each parcel of the real property and interests therein owned by any Acquired Entity or included in the Foreign Assets (with all easements and other rights appurtenant to such property, the “Owned Real Property”) and, relative Property (other than warehouses that are not material to each such property or interest, the Acquired Entity that owns itAMP Business). The applicable Acquired Entity or Retained Subsidiary holds AMP Entities set forth on Section 4.10(a) of the Ardagh Disclosure Schedule have valid title in fee simple title to the applicable parcel of Owned Real Property, free and clear of all Encumbrances (other than Permitted Encumbrances), and except for Encumbrances that secure the Ardagh Existing Indebtedness that will be discharged by Ardagh at or prior to the Closing. Prior to the date of this Agreement, Ardagh has made available to GHV true, correct and complete copies of each deed (or applicable non-U.S. equivalent evidence of title) for the Owned Real Property and all material title insurance policies and surveys relating to Owned Real Property to the extent in Ardagh’s or any Liensof its Subsidiaries’ possession or control. Neither Ardagh nor any of its Subsidiaries (including any AMP Entity) has leased, except Permitted Lienslicensed or otherwise granted to any Person the right to use or occupy such Owned Real Property or any material portion thereof, and there are no outstanding options, rights of first offer, rights of first refusal or other rights in favor of any Person (other than any other AMP Entity) to purchase such Owned Real Property, any portion thereof or any interest therein. (b) Section 4.9(b4.10(b) of the Ardagh Disclosure Schedule lists all each of the real property and interests therein leased leases (other than warehousing leases), subleases, licenses or subleased by any Acquired Entity or by the Retained Subsidiaries with respect other Contract relating to the Foreign Assets (the “Leased Real Property”). For each item of Leased Real Property, Section 4.9(b) of the Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property and all material amendments, renewals, or extensions thereto (each, a the “LeaseAMP Leases”), true, correct and complete copies of which have been made available to GHV. The One of the AMP Entities has a valid, binding and enforceable leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free in, and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor enjoys peaceful and undisturbed possession of, and has not assigned any Lease covering, any portion of the all Leased Real Property. (c) The Owned Real Property and the Leased Real Property (collectivelyProperty, together with the “Real Property”) rights granted or services to be provided by Ardagh and its Subsidiaries to the AMP Entities pursuant to the Services Agreement, constitute all of the interests in real property currently owned owned, leased or leased in connection licensed by the AMP Entities (or otherwise with respect to the Acquired AMP Business. No Acquired Entity has received written notice that ) and which are necessary for the location, construction, occupancy, continued operation or use of the buildings located on AMP Business as currently conducted. (d) There is no pending or, to the Knowledge of Ardagh, threatened in writing, (i) appropriation, condemnation or like proceeding or order materially affecting the Owned Real Property violates any restrictive covenant or deed restriction recorded against such Property, the Leased Real Property or any part thereof, or affecting the quiet use and enjoyment thereof, or (ii) sale or other Lawsdisposition of any Owned Real Property, any Leased Real Property or any part thereof in lieu of condemnation or other matters materially affecting and impairing use by the AMP Entities thereof. (e) All improvements and fixtures, and building equipment and machinery having an individual book value as of the date hereof of at least $5,000,000 or that are otherwise material to the AMP Business located on the Owned Real Property, and all improvements and fixtures, and building equipment and machinery having an individual book value as of the date hereof of at least $5,000,000 or that are otherwise material to the AMP Business located on the Leased Real Property, if any, are in good working order and repair (subject to ordinary wear and tear), and except for such violations which any defects that would not reasonably be expected to have a Material Adverse Effectimpair the use of such improvements, fixtures, building equipment or machinery.

Real Property. (a) Section 4.9(a) Seller Parent or one of the Disclosure Schedule lists all of other Endo Companies, as applicable, has good and valid fee simple title to the real property and interests therein estate owned by any Acquired Entity or included in the Foreign Assets Endo Companies (together with all easements buildings and other structures, facilities or improvements located thereon and all easements, licenses, rights appurtenant and appurtenances of Seller Parent or such Subsidiary, as applicable, relating to such property, the foregoing) (the “Owned Real Property”) andfree and clear of all Encumbrances, relative to except for Specified Interests. Section 3.11(a) of the Disclosure Letter sets forth all of the Owned Real Property by the address and owner of all such Owned Real Property. All buildings and structures, located on, under or within the Owned Real Property, and all other material aspects of each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Real Property are in good operating condition, reasonable wear and tear excepted and taking into account the relative ages and/or service period of such assets, and are structurally sound and free of any material defects that would reasonably be expected to be materially adverse to the Endo Companies, taken as a whole. Section 3.11(a) of the Disclosure Letter sets forth all of the Owned Real Property owned by the Endo Companies. Sellers have delivered or made available to Buyers complete and correct copies of the following, if any, in the possession of the Endo Companies: title insurance policies and land survey documents with respect to the Owned Real Property. (b) Except as set forth on Section 3.11(b) of the Disclosure Letter, to the Knowledge of Sellers: (i) there are no outstanding options, repurchase rights or rights of first refusal to purchase or lease any Owned Real Property, or any portion thereof or interest therein; (ii) no Endo Company is a lessor under, or otherwise a party to, any lease, sublease, license, concession or other agreement pursuant to which such Endo Company has granted to any Person the right to use or occupy all or any portion of the Owned Real Property; (iii) since January 1, 2021, there is no, and no Endo Company has received written notice from any Governmental Authority regarding, presently pending or threatened condemnation or eminent domain proceedings or their local equivalent affecting or relating to any of the Owned Real Property; and (iv) since January 1, 2021, no Endo Company has received written notice from any Governmental Authority or other Person that the use and occupancy of any of the Owned Real Property, as currently used and occupied, and the conduct of the Business thereon, as currently conducted, violates in any material respect any applicable building codes, zoning, subdivision or other land use laws. (c) Section 3.11(c) of the Disclosure Letter lists (i) the street address of each parcel of Leased Real Property, (ii) if applicable, the unit designation of the space leased under the applicable Lease, (iii) the identity of the lessor of each such parcel of Leased Real Property and (iv) if applicable, the identity of each sublessee or occupant other than the Endo Companies at each such parcel of Leased Real Property. The Endo Company party thereto has a valid leasehold estate in all Leased Real Property, free and clear of any Liensall Interests, except Permitted Liens. (b) Section 4.9(b) other than Specified Interests. Subject to the approval of the Disclosure Schedule lists all Bankruptcy Court pursuant to the Confirmation Order and the assumption or assumption and assignment, as applicable, of the real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect Leases pursuant thereto, to the Foreign Assets (the “Leased Real Property”). For each item of Leased Real Property, Section 4.9(b) Knowledge of the Disclosure Schedule lists the lease or subleaseSellers, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion of the Leased Real Property. (c) The Owned Real Property and the Leases relating to Leased Real Property (collectivelyi) is a valid and subsisting leasehold interest of the applicable Endo Company, free of Encumbrances (other than Specified Interests), except as limited by the “Real Property”Bankruptcy Code, (ii) constitute all interests is a binding obligation of the applicable Endo Company, enforceable against such Endo Company in real property currently owned or leased accordance with its terms, and (iii) is in connection full force and effect. To the Knowledge of Sellers, following the assumption and assignment of such Leases by Sellers to Buyers in accordance with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use provisions of Section 365 of the buildings located on Bankruptcy Code and the Real Property violates any restrictive covenant requisite Order of the Bankruptcy Court, there will be no monetary defaults thereunder and no circumstances or deed restriction recorded against events that, with notice or the passage of time or both, would constitute defaults under such Real Property leases except, in either instance, for defaults that, individually or any other Lawsin the aggregate, except for such violations which do not or would not reasonably be expected to have a Material Adverse Effectmaterial impact on the use of such property or are unenforceable due to operation of Section 365(b)(2) of the Bankruptcy Code or have been or shall be cured pursuant to Section 365(b)(1) of the Bankruptcy Code and the provisions of this Agreement and/or the Chapter 11 Plan. (d) Except in connection with the already existing Indebtedness, the Endo Companies have not granted to any Person (other than pursuant to this Agreement) any right or option to acquire, occupy or possess any portion of the Real Property, other than as set forth in Section 3.11(d) of the Disclosure Letter. The Endo Companies’ interests with respect to the Leases have not been assigned or pledged and are not subject to any Encumbrances (other than Specified Interests). Except in connection with the pending Bankruptcy Case, no Endo Company has vacated or abandoned any portion of the Real Property or given written notice to any Person of their intent to do the same. (e) No Endo Company is a party to or obligated under any option to lease any of the Real Property or any portion thereof or interest therein to any Person other than the Buyers. (f) With respect to the Leased Real Property, since January 1, 2021, except in connection with the pending Bankruptcy Case, no Endo Company has given any written notice to any landlord under any of the Leases indicating that it will not be exercising any extension or renewal options under the Leases, other than as set forth in Section 3.11(f) of the Disclosure Letter. All security deposits required under the Leases have been paid to and are being held by the applicable landlord under the Leases.

Real Property. (a) Section 4.9(a3.11(a) of the Sellers’ Disclosure Schedule lists all of the real property and all interests therein owned in real property, in each case that is leased or occupied by any Acquired Entity the Company or included that the Company has the right to occupy, now or in the Foreign Assets future (with all easements each, whether written or oral, being a “Real Property Lease” and other rights appurtenant to such property, the “Owned Real Property”) and, relative to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Real Property, free and clear of any Liens, except Permitted Liens. (b) Section 4.9(b) of the Disclosure Schedule lists all of the real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets (the occupied under a Real Property Lease being “Leased Real Property”). For each item of Leased Real Property, Except as set forth on Section 4.9(b3.11(a) of the Sellers’ Disclosure Schedule lists (the lease or sublease“Owned Real Property”), pursuant to which the applicable Acquired Entity holds a possessory interest Company does not own, and has not ever owned, any real property. (b) All of the land, buildings, structures and other improvements used by the Company in the conduct of its business are included in the Leased Real Property and all material amendmentsOwned Real Property. Except for the Real Property Leases, renewals, there is no lease (including sublease) or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity occupancy agreement in effect with respect to any Leased Real Property. There is no pending or, to the Knowledge of each item of Seller, Threatened Proceeding regarding condemnation or other eminent domain Proceeding affecting any Leased Real Property is held free and clear or Owned Real Property or any sale or other disposition of any Liens, except Permitted LiensLeased Real Property or Owned Real Property in lieu of condemnation. No Acquired Entity is a sublessor of, and Leased Real Property or Owned Real Property has suffered any material damage by fire or other casualty that has not assigned any Lease covering, any portion of the Leased Real Propertybeen repaired and restored in all material respects. (c) The Owned Company has a valid leasehold interest under each Real Property Lease, subject to any Enforcement Limitation. The Company is not in default or otherwise in breach under any Real Property Lease and, to the Knowledge of each Seller, no other party is in default or otherwise in breach thereof. To the Knowledge of each Seller, no party to any Real Property Lease has exercised any termination right with respect thereto. The Company has provided to Buyer a true, correct and complete copy of each Real Property Lease. Each Real Property Lease is in full force and effect and constitutes the entire agreement between the parties thereto, and there are no other agreements, whether oral or written, between such parties. All rent and other sums and charges payable by the Company as tenant thereunder are current. No party to any Real Property Lease has repudiated any provision thereof and there is no dispute, oral agreement or forbearance program in effect with respect to any Real Property Lease. The Company has good title to the leasehold estate and other rights of the tenant with respect to the property affected by each Real Property Lease, free and clear of all Encumbrances, except any Permitted Encumbrance. The Company has not received written or, to the Knowledge of each Seller, oral notice from any insurance company that such insurance company will require any alteration to any Leased Real Property for continuance of a policy insuring such property or the maintenance of any rate with respect thereto (collectivelyother than any notice of alteration that has been completed), to the “Real Property”) constitute all interests in real property currently owned or leased in connection with extent that such alteration is the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use responsibility of the buildings located on the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations which would not reasonably be expected to have a Material Adverse EffectCompany.

Real Property. Neither Emmis, with respect to the Mediaco Business, nor Mediaco, owns any real property or interest in real property. Schedule Section 5.10(a) sets forth an accurate and complete list of (aA) Section 4.9(athe address (or other identifying description) and (B) the identity of the Disclosure Schedule lists all lessor and lessee of the each parcel of real property and interests therein owned leased by any Acquired Entity or included in Mediaco following the Foreign Assets Distribution (with all easements and other rights appurtenant to such property, the “Owned Mediaco Leased Real Property”) and). True, relative correct and complete copies of the Real Estate Leases and all amendments, modifications, supplements, extensions and memoranda thereof, have been delivered by Emmis to Purchaser. All buildings, structures and improvements located on such Mediaco Leased Real Property are in good condition and repair, ordinary wear and tear excepted, except if the failure to meet such standards would not materially and adversely impair the use of any such real property as currently used by the Mediaco Business. At Closing, upon the receipt of any required consents, Mediaco will have a good and valid and binding leasehold interest in each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Mediaco Leased Real Property, free and clear of any Liensmaterial Encumbrances other than Permitted Encumbrances. Except for the Real Estate Leases, except Permitted Liens. (b) neither Emmis, with respect to the Mediaco Business, nor Mediaco, is a party to any Lease for real property. Except as set forth on Schedule Section 4.9(b) 5.10(a), neither Emmis, with respect to the Mediaco Business, nor Mediaco has subleased, licensed or otherwise granted to a third party any material right to possess, use or occupy all or any portion of the Disclosure Schedule lists Mediaco Leased Real Property. Mediaco is not in default under, or in breach of, any of the Real Estate Leases or Permitted Encumbrances, and to Emmis’ Knowledge, no other party to any of the Real Estate Leases or Permitted Encumbrances is in default under, or in breach of, any of the Real Estate Leases or Permitted Encumbrances. No condemnation proceeding is pending with respect to the Mediaco Leased Real Property and to Emmis’ Knowledge, no condemnation proceeding has been threatened with respect to any Mediaco Leased Real Property. Neither Emmis nor, to Emmis’ Knowledge, any other party to any Real Estate Lease has exercised any option or right to (i) terminate such Real Estate Lease, (ii) lease additional premises, (iii) reduce or relocate the premises demised by such Real Estate Lease or (iv) purchase any real property pursuant to any Real Estate Lease. The Mediaco Leased Real Property constitutes all of the real property that is necessary to conduct and interests therein leased or subleased by any Acquired Entity or by operate the Retained Subsidiaries with respect to Mediaco Business as currently conducted and operated and there are no other Leases needed for the Foreign Assets (the “Leased Real Property”). For each item of Leased Real Property, Section 4.9(b) of the Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property Mediaco Business as currently conducted and all material amendments, renewals, or extensions thereto (each, a “Lease”)operated. The leasehold interest of an Acquired Entity with respect to each item of Mediaco Leased Real Property is held free in compliance in all material respects with all applicable Laws and clear of any Liensto Emmis’ Knowledge there are no pending or contemplated, except Permitted Liens. No Acquired Entity is a sublessor ofzoning changes, and has not assigned any Lease coveringvariances, or special zoning exceptions, conditions or agreements affecting or which would reasonably be expected to affect any portion of the Mediaco Leased Real Property. (c) The Owned Real Property and the Leased Real Property (collectively, the “Real Property”) constitute all interests in real property currently owned or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use of the buildings located on the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations which would not reasonably be expected to have a Material Adverse Effect.

Real Property. (a) Section 4.9(aNone of the Target Entities owns any real property. Schedule 5.5(a) of the Disclosure Schedule lists Schedules contains a complete list by address of all of the real property and interests therein owned by any Acquired Entity leased, licensed, operated or included in the Foreign Assets (with all easements and other rights appurtenant to such property, the “Owned Real Property”) and, relative to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Real Property, free and clear of any Liens, except Permitted Liens. (b) Section 4.9(b) of the Disclosure Schedule lists all of the real property and interests therein leased or subleased by any Acquired Entity or used by the Retained Subsidiaries with respect to the Foreign Assets Target Entities (the “Leased Real Property”), and identifies, if applicable, each lease or any other Contractual Obligation under which any Real Property is leased or licensed, including without limitation all amendments thereto (together with all amendments, supplements, waivers, subordination, non-disturbance and attornment agreements, and side letters thereto, each a “Real Property Lease “), the lessor or licensor thereunder, the Joint Venture to which such Leased Real Property relates and the monthly and annual rent thereunder. For To the actual Knowledge of the Company, (i) no material physical or mechanical defects exist in any building or improvements (each item a “Facility”) located on any Leased Real Property, and (ii) each such Facility is in good condition and repair, normal wear and tear excepted, and in compliance in all material respects with all applicable Laws. To the actual Knowledge of the Company, all agreements or contracts made by any Target Entity for any improvements to a Facility or the Leased Real Property have been fully paid and there are no mechanic’s or materialman’s liens arising from any labor or material furnished to such Facility or Real Property. (b) With respect to each parcel of Leased Real Property, Section 4.9(b: (i) of the Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds The Target Entities have a possessory interest in the Leased valid leasehold estate under each Real Property and all material amendmentsLease, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear of any Liensliens or encumbrances other than Permitted Encumbrances. All Real Property Leases were negotiated at arms-length with the lessor or licensor of such Leased Real Property. Except for any Permitted Encumbrances and except as set forth on Schedule 5.5(a) of the Disclosure Schedules, except Permitted Liensto the Knowledge of the Company, there are no written or oral subleases, licenses, concessions, occupancy agreements or other Contractual Obligations granting to any other Person the right of use or occupancy of the Leased Real Property or any portion thereof and there is no Person in possession of the Leased Real Property or any portion thereof other than the applicable Target Entity. No Acquired Entity is a sublessor of, and has not assigned Executing Stockholder or Affiliate of an Executing Stockholder holds any Lease covering, ownership interest in any portion lessor or licensor of any of the Leased Real Property. (ii) The Company has delivered to Parent true, accurate and complete copies of each Real Property Lease, in each case, as amended or otherwise modified. (iii) There exists no default, breach or dispute on the part of any Target Entity under any Real Property Lease nor has any event occurred which, with the passage of time or the giving of notice or both, would constitute a default or breach by a Target Entity under a Real Property Lease. (iv) To the Knowledge of the Company, there exists no default or breach by the landlord, sublessor, licensor or other obligor under each Real Property Lease nor, to the Knowledge of the Company, has any event occurred which, with the passage of time or the giving of notice or both, would constitute a default or breach by any such Person under a Real Property Lease. (v) To the Knowledge of the Company, there has been no underpayment of expense pass-throughs with respect to a Real Property Lease that could result in the requirement that an additional payment be made to the landlord thereunder. (c) The Owned Real Property and To the actual Knowledge of the Company, no part of the Leased Real Property (collectively, nor the “Facility located on any Leased Real Property”) constitute all interests in real property Property is currently owned subject to condemnation proceedings and no such condemnation or leased in connection with taking is threatened or contemplated. To the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use actual Knowledge of the buildings located on Company, no public improvements exist that may result in special assessments against or otherwise affect the Real Property violates any restrictive covenant or deed restriction recorded against such Leased Real Property or any Facility. The Company does not have actual Knowledge of any facts that would adversely affect the possession, use or occupancy of any Leased Real Property or any Facility by Parent. To the actual Knowledge of the Company, (i) no Leased Real Property nor any Facility is in material violation of any zoning, public health, building code or other Lawssimilar Laws applicable to such property or to the ownership, except for such violations which would not reasonably be expected occupancy and/or operation thereof, nor (ii) does there exist any waiver, variance, special permit, special exception or other exemption relating to have a Material Adverse Effectany Leased Real Property or any Facility with respect to any non-conforming use or other zoning or building code matters. All utilities serving the Leased Real Property and each Facility are adequate to operate each in the manner it is currently operated.

Real Property. (ai) Section 4.9(a3.2(k)(i) of the US Airways Disclosure Schedule lists all Letter sets forth, as of the date hereof, the fee owner and address of all material real property and interests therein owned by any Acquired Entity or included in the Foreign Assets US Airways and its Subsidiaries (with all easements and other rights appurtenant to such property, the “US Airways Owned Real Property”). Except as set forth in Section 3.2(k)(i) andof the US Airways Disclosure Letter, relative with respect to such US Airways Owned Real Property, (A) each such property or interestidentified owner thereof has good, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds marketable, indefeasible fee simple title to the applicable parcel of such US Airways Owned Real Property, free and clear of any LiensEncumbrance; (B) there are no outstanding options, except Permitted Liensrights of first offer or rights of first refusal to purchase such US Airways Owned Real Property or any material portion thereof or interest therein; (C) neither US Airways nor any of its Subsidiaries is a party to any Contract or option to purchase any material real property or interest therein; and (D) there does not exist any actual, pending or, to US Airways’ Knowledge, threatened condemnation or eminent domain proceedings that affect any US Airways Owned Real Property, and neither US Airways nor any of its Subsidiaries has received any written notice of the intention of any Governmental Entity or other Person to take or use any US Airways Owned Real Property. (bii) Section 4.9(b3.2(k)(ii) of the US Airways Disclosure Schedule lists all Letter sets forth, as of the date hereof, the address of each lease, sublease, license, concession and other agreement (written or oral) pursuant to which US Airways or any of its Subsidiaries hold a leasehold or subleasehold estate in real property and interests therein leased which requires payments by US Airways or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets Subsidiary of US Airways in excess of $25,000,000 per annum (collectively, the “US Airways Leased Real Property” and, together with US Airways Owned Real Property, the “US Airways Real Property”). For each item True and complete copies of all Contracts pertaining to the US Airways Leased Real Property (each, an “US Airways Lease”) have been made available to American prior to the date hereof. With respect to such US Airways Leased Real Property, Section 4.9(b(A) each US Airways Lease is in full force and effect and is valid and enforceable in accordance with its terms; (B) there is no default under any US Airways Lease either by US Airways, any of its Subsidiaries or, to US Airways’ Knowledge, by any other party thereto; (C) neither US Airways nor any of its Subsidiaries has received or delivered a written notice of default or objection to any party to any US Airways Lease to pay and perform its obligations, and, to US Airways’ Knowledge, no event has occurred or circumstance exists which, with the Disclosure Schedule lists delivery of notice, the lease passage of time or subleaseboth, pursuant to which would constitute a material breach or default, or permit the applicable Acquired Entity termination, modification or acceleration of rent under such US Airways Lease; and (D) US Airways or one of its Subsidiaries, as applicable, holds a possessory good and valid leasehold interest in the all US Airways Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion of the Leased Real Propertyall Encumbrances. (ciii) The For purposes of this Section 3.2(k) only, “Encumbrance” means any mortgage, lien, pledge, charge, security interest, easement, covenant, or other restriction or title matter or encumbrance of any kind in respect of such asset except for (A) specified encumbrances described in Section 3.2(k)(iii) of the US Airways Disclosure Letter; (B) encumbrances that arise under zoning, land use and other similar Laws and other similar imperfections of title; (C) Liens for Taxes excluded from the Lien representation in Section 3.2(n) or other governmental charges not yet due and payable or not yet delinquent; (D) mechanics’, carriers’, workmen’s, repairmen’s or other like encumbrances arising or incurred in the ordinary course of business consistent with past practice relating to obligations as to which there is no default on the part of US Airways, or the validity or amount of which is being contested in good faith by appropriate proceedings; and (E) other encumbrances that do not, individually or in the aggregate, materially impair the continued use, operation, value or marketability of the specific parcel of US Airways Owned Real Property and the or US Airways Leased Real Property (collectively, to which they relate or the “Real Property”) constitute all interests in real property currently owned or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use conduct of the buildings located on the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations which would not reasonably be expected to have a Material Adverse Effectbusiness of US Airways and its Subsidiaries as presently conducted.

Real Property. (a) Seller owns fee simple, beneficial or leasehold interests (as the case may be) in the Real Property described in Schedule 2.1(a), together with those buildings, improvements and fixtures attached to Real Property owned by Seller described in Schedule 2.1(a) and all appurtenances and rights thereto. As of the dates specified on Schedule 3.12 pertaining to each parcel of Real Property that is owned by Seller, the Real Property (excluding any Real Property that is not specifically referenced in connection with the disclosure of Encumbrances) that is owned by Seller was free and clear of any Encumbrances other than the Permitted Real Property Encumbrances, and those described on Schedule 3.4(a). To Seller’s knowledge, no additional Encumbrances that are not Permitted Real Property Encumbrances have been incurred or suffered against the Real Property since the dates specified on Schedule 3.12 pertaining to each parcel of Real Property that is owned by Seller. Schedule 3.12 shall be updated to reflect all additional Encumbrances that are reflected in the title insurance policies and Surveys described in Section 4.9(a9.6 that constitute Permitted Real Property Encumbrances described in subsection (i), (ii), (iii) or (iv) of the Disclosure definition of Permitted Real Property Encumbrances or agreed to in writing by Buyer. (b) The Real Property described in Schedule lists 2.1(a) comprises all of the real property and interests therein owned or leased by any Acquired Entity Seller that is associated with or included employed in the Foreign Assets current operation of the Hospital Businesses. (with all easements and other rights appurtenant c) At Closing Seller will convey to such property, the “Owned Real Property”) and, relative to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds Buyer fee simple title to or leasehold interests (as the applicable parcel of Owned case may be) in all Real Property, free and clear of any Liens, except Encumbrances other than the Permitted LiensReal Property Encumbrances. (bd) Section 4.9(bSeller has not received notice of condemnation or similar proceedings relating to the Real Property or any part thereof. (e) Except as disclosed on the Surveys, no part of the Disclosure Schedule lists Real Property contains or is located within any flood plain, navigable water or other body of water, tideland, wetland, marshland or any other area which is subject to special state, federal or municipal regulation, control or protection (other than zoning or other land use regulations customarily applicable to all of the real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets (the “Leased Real Property”). For each item of Leased Real Property, Section 4.9(b) of the Disclosure Schedule lists the lease or sublease, pursuant to which estate within the applicable Acquired Entity holds a possessory interest jurisdiction). (f) Except as set forth on Schedule 3.12, there are no Persons in the Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor possession of, and has not assigned or, to Seller’s knowledge, claiming any Lease coveringpossession, adverse or not, to or other interest in, any portion of Seller’s interest in the Leased Real Property, other than Seller, whether as lessees, tenants at sufferance, trespassers or otherwise. (cg) The Owned Real Property Except as set forth in Schedule 3.12, no commitments have been made to any tenant for repairs or improvements other than for normal repairs and maintenance within one year after the Leased Real Property (collectivelyClosing Date in excess of $500,000 in the aggregate, or improvements or finish-out work required by the “Real Property”) constitute all interests tenants’ Contracts within one year after the Closing Date in real property currently owned or leased excess of $500,000 in connection with the Acquired Business. No Acquired Entity has received written notice that the locationaggregate, construction, occupancy, operation or use and no rents due under any of the buildings located on the Real Property violates Contracts with tenants have been assigned or hypothecated to, or encumbered by, any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations which would not reasonably be expected to have a Material Adverse EffectPerson.

Real Property. (a) Section 4.9(a5.7(a) of the Arch Disclosure Schedule lists all Letter sets forth a correct and complete list as of the real property date hereof of (i) all Arch Owned Real Property, (ii) all Arch Leases and interests therein owned by any Acquired Entity or (iii) all Mining Rights included in the Foreign Assets Arch Properties. Section 5.7(a) of the Arch Disclosure Letter also identifies all Arch Properties that also are used as of the date hereof by other businesses of Arch or its Affiliates and describes the nature of such use by such other businesses of Arch or its Affiliates, and such use does not interfere with the operation of the Arch Business. No Arch Property is leased or subleased to any third party, and Arch has not granted any third party any license, possessory or occupancy right or other similar right therein other than Permitted Encumbrances. (with b) Arch or a controlled Affiliate of Arch, as applicable, has (i) good and indefeasible fee title to all easements and other rights appurtenant to such property, the “Arch Owned Real Property”, (ii) and, relative to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple good and valid title to the applicable parcel leasehold estates in all Arch Leases and (iii) good and valid title to all Mining Rights included in the Arch Properties, in the case of Owned Real Propertyeach of clauses (i), (ii) and (iii), free and clear of any Liensall Encumbrances (including Royalties), except other than Permitted LiensEncumbrances. (bc) Section 4.9(b) There are no outstanding options, rights of the Disclosure Schedule lists all first offer or rights of the real property and interests therein leased first refusal to purchase any Arch Property or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets (the “Leased Real Property”). For each item of Leased Real Property, Section 4.9(b) of the Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion of or any interest therein. (d) Each of the Leased Arch Leases is in full force and effect and constitutes the legal, valid and binding obligations of Arch or its Affiliates that are parties thereto and, to the Knowledge of Arch, the other parties thereto, enforceable against Arch or such Affiliates and, to the Knowledge of Arch, the other parties thereto, in accordance with their respective terms. No Arch Lease has been amended, modified or supplemented. No party to any Arch Lease has repudiated any provision thereof, and neither Arch (nor its Affiliates that are parties thereto, as the case may be) nor, to the Knowledge of Arch, any other party thereto, is in breach of any of its respective obligations thereunder, and no event has occurred (including the failure to obtain any consent) which, with notice or lapse of time or both, would constitute a breach or default thereunder. (e) Except for the Arch Properties, neither Arch nor any of its Affiliates owns or leases any real property used or held for use primarily in or related primarily to or necessary for the operation or conduct of the Arch Business or has any options to acquire any fee interest or leasehold interest in any real property for use primarily in or related primarily to or necessary for the operation or conduct of the Arch Business. (f) There are no pending or, to the Knowledge of Arch, threatened condemnation, eminent domain or similar proceedings affecting the Arch Properties. There are no existing public improvements which may reasonably be expected to result in any special assessment against any Arch Owned Real Property. (cg) The Owned Real Property All utility easements, rights of access and other easements and similar rights serving the Leased Real Property (collectively, Arch Properties are legally enforceable to permit the “Real Property”) constitute all interests in real property currently owned or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use of the buildings located on Arch Business in substantially the Real Property violates manner in which the Arch Business is currently operated. Other than Permitted Encumbrances, there are no encroachments upon the Arch Properties and no improvements to any restrictive covenant or deed restriction recorded against such Real Property or Arch Properties encroach onto any other Lawsadjacent property, except for such violations which encroachments as have not had and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effectmaterial adverse effect on a particular item of real property. The improvements to the Arch Properties (and the current uses thereof) do not (i) violate set-back, building or side lines, or any applicable land use covenants, zoning regulations or similar enforceable restrictions or (ii) encroach on any easements located on the Arch Properties.

Real Property. Schedule 5.10 sets forth a complete list of all leases of real property by the Company and the Subsidiaries (individually, a “Real Property Lease” and collectively, the “Real Property Leases”). A correct and complete copy of each of the Real Property Leases has been made available to Purchaser. The Company does not own any real property. To the Knowledge of the Company, neither the Company nor any Subsidiary has received any notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company or any Subsidiary under any of the Real Property Leases and, to the Knowledge of the Company, no party to any of the Real Property Leases is in material default thereunder. Each Real Property Lease constitutes the entire agreement to which the Company and/or the Subsidiaries are parties with respect to the real property leased thereunder. The Company and/or a Subsidiary, as applicable, (a) Section 4.9(a) has a good and valid leasehold interest under each of the Disclosure Schedule lists all of the real property and interests therein owned by any Acquired Entity or included in the Foreign Assets (with all easements and other rights appurtenant to such property, the “Owned Real Property”) and, relative to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Real PropertyProperty Leases, free and clear of any Liensall Liens other than Permitted Exceptions, except Permitted Liens. and (b) Section 4.9(b) has not assigned, sublet, transferred, conveyed or deed in trust any interest under the Real Property Leases. There does not exist any actual or, to the Knowledge of the Disclosure Schedule lists Company, threatened or contemplated condemnation or eminent domain proceedings that affect real property leased under the Real Property Leases, and neither the Company nor any Subsidiary has received any written notice of the intention of any Governmental Body or other Person to take or use all or any part of such leased real property. To the Knowledge of the Company and the Subsidiaries, the real property and interests therein leased or subleased by any Acquired Entity or by under the Retained Subsidiaries with respect to the Foreign Assets (the “Leased Real Property”). For each item of Leased Real Property, Section 4.9(b) of the Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property Leases, and all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free buildings and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion of the Leased Real Property. (c) The Owned Real Property and the Leased Real Property (collectively, the “Real Property”) constitute all interests in real property currently fixtures thereon owned or leased by the Company or the Subsidiaries, are in connection with the Acquired Business. No Acquired Entity has received written notice that the locationgood operating condition, constructionnormal wear and tear excepted, occupancy, operation or use of the buildings located on the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except and are suitable for such violations which would not reasonably be expected to have a Material Adverse Effecttheir current uses.

Real Property. (ai) Section 4.9(a) of the Disclosure Schedule lists all of the real property and interests therein owned by Neither VitalStream nor any Acquired Entity or included in the Foreign Assets (with all easements and other rights appurtenant to such property, the “Owned VitalStream Subsidiary owns any Real Property”) and, relative . Neither VitalStream nor any VitalStream Subsidiary is a party to each such property any agreement or interest, the Acquired Entity that owns it. The applicable Acquired Entity option to purchase any Real Property or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Real Property, free and clear of any Liens, except Permitted Liensinterest therein. (bii) Section 4.9(bSchedule 4(n)(ii) attached hereto sets forth a true and complete list of (A) the address of each parcel relating to, used in connection with, or necessary or useful in, the operation or conduct of the Disclosure Schedule lists all business of VitalStream and the real property and interests therein leased or subleased by any Acquired Entity or by VitalStream Subsidiaries (collectively, the Retained Subsidiaries with respect to the Foreign Assets (the “"VitalStream Leased Real Property”). For each item of Leased Real Property, Section 4.9(b") and (B) the date and the names of the Disclosure Schedule lists the lease or sublease, pursuant parties to which the applicable Acquired Entity holds a possessory interest in the Leased each Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest Lease in respect of an Acquired Entity with respect to each item parcel of Leased Real Property is held free and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion of the Leased Real Property. (c) The Owned Real Property and the VitalStream Leased Real Property (collectively, the “"VitalStream Real Property”Property Leases"). VitalStream has delivered to Hosting a true and complete copy of each written VitalStream Real Property Lease, and in the case of any oral VitalStream Real Property Lease, a written summary of the material terms of such VitalStream Real Property Lease. Except as set forth on Schedule 4(n)(ii) constitute all interests attached hereto, with respect to each VitalStream Real Property Lease: (A) such VitalStream Real Property Lease is legal, valid, binding, enforceable and in real property currently owned full force and effect, except as such enforceability may be limited by (1) applicable insolvency, bankruptcy, reorganization, moratorium or leased other similar Laws affecting creditors' rights generally and (2) applicable equitable principles (whether considered in connection a proceeding at law or in equity); (B) the transactions contemplated by this Agreement and the other Transaction Agreements do not require the consent of any other party to such VitalStream Real Property Lease (except as set forth in Schedule 4(b) attached hereto), will not result in a breach of or default under such VitalStream Real Property Lease, and will not otherwise cause such VitalStream Real Property Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (C) VitalStream's and the VitalStream Subsidiaries' possession and quiet enjoyment of the VitalStream Leased Real Property under such VitalStream Real Property Lease has not been disturbed and there are no disputes with respect to such VitalStream Real Property Lease; (D) None of VitalStream, any VitalStream Subsidiary or, to the Knowledge of VitalStream, any other party to such VitalStream Real Property Lease is in breach or default under such VitalStream Real Property Lease, and no event has occurred or circumstance exists which, with the Acquired Business. No Acquired Entity has received written notice that delivery of notice, the locationpassage of time or both, constructionwould constitute such a breach or default, occupancyor permit the termination, operation modification or use acceleration of the buildings located on the rent under such VitalStream Real Property violates Lease; (E) Neither VitalStream nor VitalStream Subsidiary owes, or will owe in the future, any restrictive covenant brokerage commissions or deed restriction recorded against finder's fees with respect to such VitalStream Real Property Lease; (F) The other party to such VitalStream Real Property Lease is not an Affiliate of, and otherwise does not have any economic interest in, VitalStream or any VitalStream Subsidiary; (G) Neither VitalStream nor any VitalStream Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy such VitalStream Leased Real Property or any portion thereof; (H) Neither VitalStream nor any VitalStream Subsidiary has collaterally assigned or granted any other Lien in such VitalStream Real Property Lease or any interest therein; and (I) Except as may arise by operation of law or under any VitalStream Real Property Lease, there are no Liens on the estate or interest created by such VitalStream Real Property Lease. (iii) All Improvements included in the VitalStream Leased Real Property are in good condition and repair and sufficient for the operation of VitalStream's and any VitalStream Subsidiary's business as currently conducted thereon or contemplated to be conducted thereon. There are no structural deficiencies or latent defects affecting any of the Improvements and there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any respect with the use or occupancy of the Improvements or any portion thereof in the operation of VitalStream's and any VitalStream Subsidiary's business as currently conducted thereon or contemplated to be conducted thereon. (iv) There is no condemnation, expropriation or other proceeding in eminent domain, pending or threatened, affecting any parcel of VitalStream Leased Real Property or any portion thereof or interest therein. There is no injunction, decree, order, writ or judgment outstanding, nor any Claims, administrative actions or similar proceedings, pending or threatened, relating to the ownership, lease, use or occupancy of the VitalStream Leased Real Property or any portion thereof, or the operation of VitalStream's and any VitalStream Subsidiary's business as currently conducted thereon or contemplated to be conducted thereon. (v) The VitalStream Leased Real Property is in compliance with all applicable Real Property Laws (including any Environmental, Health and Safety Requirements, zoning, planning, subdivision, platting or similar Laws) affecting the VitalStream Leased Real Property, except and the current use and occupancy of the VitalStream Leased Real Property and operation of by VitalStream and the VitalStream Subsidiaries of their business thereon does not violate any Real Property Laws. VitalStream has not received any notice of violation of any Real Property Law and there is no basis for the issuance of any such notice or the taking of any action for such violations which would not reasonably be expected to violation. There is no pending or anticipated change in any Real Property Law that will have a VitalStream Material Adverse EffectEffect on the ownership, lease, use or occupancy of any VitalStream Leased Real Property or any portion thereof in the continued operation of VitalStream's and any VitalStream Subsidiary's business as currently conducted thereon or contemplate to be conducted thereon.

Real Property. (a) Section 4.9(aSchedule 2.01(d) contains a true, complete and correct list of all Owned Real Property. True, complete and correct copies of all deeds to which any Seller is a grantee with respect to the Disclosure Owned Real Property, as well as all title insurance policies, opinions and abstracts, and surveys in connection with the Owned Real Property which are in the possession of or under the control of any Seller have been delivered to Buyer. Schedule lists 3.09(a)(i) also separately and accurately identifies, in reasonable detail, any and all of the real property and interests therein formerly owned by any Acquired Entity or included in Seller after January 1, 2015. Each applicable Seller is the Foreign Assets (with all easements and other rights appurtenant to such property, sole owner of the “Owned Real Property”) Property and, relative to each such property or interestexcept as set forth on Schedule 3.09(a)(ii), holds the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Real PropertyProperty in fee simple, and has good, insurable and marketable title, free and clear of any Liensand all Encumbrances other than Permitted Encumbrances. Except as set forth in Schedule 3.09(a)(iii), except Permitted Liensno Seller has leased or otherwise granted to any person the right to use or occupy such Owned Real Property or any portion thereof. Except for this Agreement, there are no current or pending contracts for sale, options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. The only real property used by any Seller in connection with the Business is the Leased Property and the Owned Real Property. (b) Section 4.9(bSchedule 2.01(e) contains a true, complete and correct list of the Disclosure Schedule lists all Leased Property and all Real Property Leases. Sellers delivered to Buyer true, complete and correct copies of the real property all Real Property Leases, including all extensions, amendments, supplements and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect modifications related thereto. Each Seller has good and marketable title to the Foreign Assets (the “Leased Real Property”). For each item of Leased Real Property, Section 4.9(b) of the Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory its leasehold interest in the Leased Real Property and all material amendmentsLeases, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear of any Liensand all Encumbrances other than Permitted Encumbrances. Schedule 3.09(b)(i) separately and accurately identifies, except Permitted Liensin reasonable detail, any and all real property formerly leased by any Seller after January 1, 2015. Except as set forth on Schedule 3.09(b)(ii), no Seller has assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in any Real Property Lease. All Real Property Leases are legal, valid, binding, enforceable, and in full force and effect. There is no existing material default under any Real Property Lease by any Seller or, to the Knowledge of Sellers, by any landlord or lessor. No Acquired Entity is event has occurred that, with notice or lapse of time or both, would constitute a sublessor ofmaterial default by any Seller or, to the Knowledge of Sellers, by any landlord or lessor, or permit termination, modification or acceleration of any Real Property Lease by any landlord or lessor; there are no disputes, oral agreements, or forbearance programs in effect as to any Real Property Lease. Other than Permitted Encumbrances, no Seller has assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in any Real Property Lease. Except as set forth on Schedule 3.09(b)(iii), the transactions contemplated hereby do not require the consent of any other party to a Real Property Lease, will not result in a breach of or default under any Real Property Lease, and has will not assigned otherwise cause any Real Property Lease coveringto cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following Closing. No Seller is in default of any portion of the Leased payment obligation under any Real PropertyProperty Lease. (c) The Owned only real property used by the Sellers in connection with their respective Ordinary Course of Business is the Real Property. (d) There (i) have been no Proceedings or Claims, including condemnation proceedings, related to the Real Property (including Claims by any adjacent property owners relating to the use or operation of the Business), (ii) are no pending or, to the Knowledge of Sellers, threatened Proceedings or Claims, including condemnation proceedings, related to any of the Real Property (including Claims by any adjacent property owners relating to the use or operation of the Business), and (iii) are no other matters materially and adversely affecting the current use or occupancy of the Real Property. (e) No Seller has received any written or oral notice for assessments for public improvements against the Real Property that are delinquent and remain unpaid or that will become due and payable on or prior to the Closing Date, and no such assessment has been proposed. (f) There are no violations of any Legal Requirement related to the Real Property, no Seller has received notice of any such violation, and no Seller is aware of the basis for any such Claim, by any Person, of any such violation. (g) Each Seller has received all required approvals of Governmental Authorities (including Permits and certificates of occupancy or other such certificates permitting lawful occupancy and use of the Real Property) required in connection with its use of the Real Property. (h) All buildings, plants and structures owned or leased by any Seller lie wholly within the boundaries of the Real Property and do not encroach upon the Leased property of, or otherwise conflict with the rights of, any other Person. (i) Any and all costs for labor and material for the construction, equipment, maintenance or repair of any improvements to the Real Property have been paid in full. (collectively, the “Real Property”j) constitute all interests There are no material structural defects in real property currently owned or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use any of the buildings located buildings, infrastructure (including walls, roofs or parking areas) or other improvements situated on the Real Property violates Property, and all of the building systems are, in all material respects, in good condition and working order, and sufficient to conduct the Business in the manner currently and historically conducted by the applicable Seller and do not require any restrictive covenant material repairs or deed restriction recorded against such Real Property or any other Laws, except for such violations which would not reasonably be expected to have a Material Adverse Effectreplacements.

Real Property. (a) Section 4.9(aSeller does not directly or indirectly own, or have any rights to acquire, any real property. (b) of the Disclosure Schedule 5.15(b) lists all of the real property and interests therein owned leased, subleased or otherwise occupied or used by any Acquired Entity or included in the Foreign Assets Seller (with all easements and other rights appurtenant to such property, the “Owned Real Property”) and, relative to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Real Property, free and clear of any Liens, except Permitted Liens. (b) Section 4.9(b) of the Disclosure Schedule lists all of the real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets (the “Leased Real Property”). For each item of Leased Real Property, Section 4.9(bSchedule 5.15(b) of the Disclosure Schedule also lists the lessor, the lessee, the lease or term, the lease rate, and the lease, sublease, or other Contract pursuant to which the applicable Acquired Entity Seller holds a possessory interest in the Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity Seller with respect to each item of Leased Real Property is held free and clear of any LiensEncumbrances, except Permitted LiensEncumbrances. No Acquired Entity Seller is not a sublessor of, and nor has not assigned any Lease lease covering, any portion item of the Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in full. (c) The Owned Real Property and the Leased Real Property (collectively, the “Real Property”) constitute constitutes all interests in real property currently owned occupied or leased used in connection with the Acquired Business. No Acquired Entity has received written notice The Leased Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the location, construction, occupancy, operation aggregate do not impair the current use or use occupancy of the buildings located on Leased Real Property; or (ii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries of the Leased Real Property violates and do not encroach upon the property, or otherwise conflict with the property rights, of any restrictive covenant other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or deed restriction recorded against such insurance company recommending improvements to the Leased Real Property or any other Lawsactions relative to the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, except opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for such violations which would the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not reasonably be expected to have a Material Adverse Effectcurrently in possession of Seller.

Real Property. (a) Section 4.9(a2.15(a) of the Company Disclosure Schedule lists all sets forth the address and description of the real property and interests therein owned by any Acquired Entity or included in the Foreign Assets (with all easements and other rights appurtenant to such property, the “each Owned Real Property”) and. Except for matters that, relative individually or in the aggregate, would not have a Company Material Adverse Effect, with respect to each such property material Owned Real Property: (i) the Company or interest, one of its Subsidiaries (as the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds case may be) has good and marketable fee simple title to the applicable parcel of such Owned Real Property, free and clear of any all Liens, except for Permitted Liens; (ii) except as set forth in Section 2.15(a) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any material portion thereof; and (iii) other than the right of Parent and Merger Sub 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. (b) Section 4.9(b2.15(b) of the Company Disclosure Schedule lists contains a complete and accurate list of all of the existing material leases, subleases or other agreements (collectively, the “Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets in excess of 1,000 (one thousand) square feet per site (such property, the “Leased Real Property”). For each item The Company and/or its Subsidiaries enjoy peaceful and undisturbed possession under all such Leases and, to the Knowledge of the Company, there are no material disputes with respect to such Lease. There are no existing material defaults by the Company beyond any applicable grace period under such Leases. The Leased Real Property, Property identified in Section 4.9(b2.15(b) of the Company Disclosure Schedule lists Schedule, collectively with the lease or subleaseOwned Real Property identified in Section 2.15(a) of the Company Disclosure Schedule, pursuant and subject to which the applicable Acquired Entity holds a possessory interest Leases, comprises all of the material real property used in the Company’s business. Each of the Company and its Subsidiaries has complied with the terms of all Leases, and all Leases are in full force and effect, except for such non-compliances or failures to be in full force and effect that, individually or in the aggregate, would not have a Company Material Adverse Effect. With respect to each of the Leases: (i) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ii) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; and all material amendments(iii) there are no Liens on the estate or interest created by such Lease, renewals, or extensions thereto (each, a “Lease”)other than Permitted Liens. The leasehold interest Company has made available to Parent and Merger Sub a true and complete copy of an Acquired Entity each Lease document with respect to each item of Leased Real Property is held free and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion of the Leased Real Property. (c) The Owned Real Property and the Leased Real Property (collectively, the “Real Property”) constitute all interests in real property currently owned or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use of the buildings located on the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations which would not reasonably be expected to have a Material Adverse Effect.

Real Property. (a) Section 4.9(a3.2(r)(i) of the Fxxxxx Disclosure Schedule lists all of the material real property and interests therein owned in fee by Fxxxxx or any Acquired Entity or included in the Foreign Assets of its Subsidiaries (with all easements and other rights appurtenant to such property, the “Fxxxxx Owned Real Property”) and, relative to each such property or interest, leased by Fxxxxx or any of its Subsidiaries as lessee (the Acquired Entity that “Fxxxxx Leased Real Property”). Fxxxxx or any of its Subsidiaries owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple good and valid title to the applicable parcel of Fxxxxx Owned Real Property and has valid and enforceable leasehold interests under the leases with respect to the Fxxxxx Leased Real Property, free and clear of any all Liens other than (i) Permitted Liens and (ii) easements, covenants, rights-of-way and other encumbrances or restrictions, whether recorded or referred to in an applicable lease or unrecorded, which do not materially impair the continued use of the property subject thereto as currently used, but in no event, with respect to clauses (i) and (ii), environmental or Tax Liens, except Permitted Liens. judgments, lis pendens or any Lien that would render the title to the Fxxxxx Owned Real Property uninsurable by a reputable title insurance company. All of the improvements located on any Fxxxxx Owned Real Property or Fxxxxx Leased Real Property are in good condition and repair (bsubject to normal wear and tear) without any structural defects of any kind. Except as set forth in Section 4.9(b3.2(r)(i) of the Fxxxxx Disclosure Schedule lists all of the real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries Schedule, each material lease with respect to the Foreign Assets (the “Leased Real Property”). For each item of Leased Real Property, Section 4.9(b) of the Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Fxxxxx Leased Real Property is held free valid, unmodified and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor ofin full force and effect, and has not assigned any Lease covering, any portion of there are no material subleases with respect to the Fxxxxx Leased Real Property. (c) The Owned Real Property and . Neither any landlord nor Fxxxxx nor any of its Subsidiaries party to any material lease with respect to the Fxxxxx Leased Real Property (collectively, the “Real Property”) constitute all interests is in real property currently owned monetary or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use of the buildings located on the Real Property violates other material default under any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations which would not reasonably be expected to have a Material Adverse Effectlease.

Real Property. (a) Section 4.9(a) of the Disclosure Schedule lists all of the The Company does not own and has never owned any real property and interests therein owned by any Acquired Entity or included interest in the Foreign Assets (with all easements and other rights appurtenant to such real property, the “Owned Real Property”) and, relative to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Real Property, free and clear of any Liens, except Permitted Liens. (b) Section 4.9(b3.8(b) of the Disclosure Schedule lists sets forth a true, correct and complete list of all leases related to real property currently leased by the Company (individually, a “Real Property Lease” and the real properties specified in such leases being referred to herein collectively as the “Leased Properties”), and (i) the address of each such Leased Property, and (ii) the use of each such Leased Property. The Company has a valid, binding and enforceable leasehold interest under each of the real property Real Property Leases, subject to Standard Exceptions. The Company has not received any written notice of any default or event that with notice or lapse of time, or both, would constitute a default under any Real Property Lease and interests therein leased the Company, and, to the Company’s Knowledge, each other party thereto, are in compliance with all obligations of such party thereunder. The Company has not subleased, assigned or subleased by otherwise granted to any Acquired Entity Person the right to use or by the Retained Subsidiaries occupy such Leased Properties or any portion thereof. The Company’s possession and quiet enjoyment of Leased Property under any Real Property Lease has not been disturbed and there are no disputes with respect to the Foreign Assets any Real Property Lease. The Company has not collaterally assigned or granted any other Lien in any Real Property Lease or any interest therein (the “Leased Real Property”other than Permitted Liens). For each item of Leased Real Property, Section 4.9(b) of There are no Liens on the Disclosure Schedule lists the lease estate or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased created by any Real Property and all material amendments, renewals, or extensions thereto Lease (each, a “Lease”other than Permitted Liens). The leasehold interest Company has delivered to Purchaser complete and correct copies of an Acquired Entity with respect to each item of Leased the Real Property is held free and clear of any LiensLeases, except Permitted Liens. No Acquired Entity is a sublessor oftogether with all amendments, and has not assigned any Lease coveringmodifications or supplements, any portion of the Leased Real Propertyif any, thereto. (c) The Owned Real Property and To the Company's Knowledge, the Leased Real Property Properties are in compliance with all applicable building, zoning, subdivision, health and safety and other land use Laws, including the Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting the Leased Properties (collectively, the “Real PropertyProperty Laws”), and the current use or occupancy of the Leased Properties or operation of the Business thereon does not violate any Real Property Laws. The Company has not received any notice of violation of any Real Property Law. To the Company's Knowledge, there is no pending or threatened zoning application or proceeding or condemnation, eminent domain or taking proceeding with respect to the Leased Properties. (d) The Leased Properties constitute all interests in real property currently owned used or leased currently held for use in connection with the Acquired Business. No Acquired Entity has received written notice that Business or which are necessary for the location, construction, occupancy, continued operation or use of the buildings located on Business as the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations which would not reasonably be expected to have a Material Adverse EffectBusiness is currently conducted.

Real Property. (ai) Section 4.9(aSchedule 5.5(a) contains a true, accurate and complete list of the addresses and specific locations (if less than an entire building is leased) of the Disclosure Schedule lists all each parcel of real property leased by each of the Loan Parties as lessee. The portion of such real property which each such Loan Party leases and interests therein owned by any Acquired Entity or all buildings, structures, facilities, fixtures and other improvements thereon are collectively included in the Foreign Assets definition herein of Leasehold Property. Schedule 5.5(a) lists each such lease (with all easements and other rights appurtenant to such property, the “Owned Real PropertyProperty Leases”) and, relative to each such property or interest, the Acquired Entity that owns it). The applicable Acquired Entity Real Property Leases are valid, binding, enforceable and in full force and effect and have not been modified. No Principal Company or Retained Subsidiary holds fee simple title to any of its Subsidiaries is the applicable parcel owner or feeholder of Owned Real Propertyany real property interests. (ii) Except as disclosed on Schedule 5.5(a), each of the Loan Parties has a good and indefeasible or marketable leasehold estate in the Leasehold Property that it leases, free and clear of any Liensall sublease agreements, except Liens and other exceptions to title, other than Permitted LiensEncumbrances, and is in sole possession of each parcel of Leasehold Property that it leases. (biii) Section 4.9(b) of the Disclosure Schedule lists Each Loan Party is in compliance in all of the real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries material respects with respect to the Foreign Assets (the “Leased each Real Property”). For each item of Leased Real Property, Section 4.9(b) of the Disclosure Schedule lists the lease or sublease, pursuant Property Lease to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property it is party, and all material amendments, renewals, or extensions thereto no Loan Party has received any notice of default that remains uncured. (each, a “Lease”). The leasehold interest iv) Each Loan Party has adequate rights of an Acquired Entity ingress and egress with respect to each item Leasehold Property in which it has an interest. There are no condemnation or appropriation proceedings pending or, to the Knowledge of Leased the Principal Companies, threatened against the Leasehold Properties. (v) Each of the Leasehold Properties is in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, and are adequate and suitable for the purposes for which they are presently being used consistent with industry standards. Except as set forth on Schedule 5.5(a)(v), there are no planned or required capital improvements to the Leasehold Properties which exceed $50,000 that are not already included in the rent under the applicable Real Property is held free and clear Lease. No Loan Party has received any written notice under any Real Property Lease or sublease agreement or from the holder of any Liens, except Permitted Liens. No Acquired Entity is mortgage or from any insurance company which has issued a sublessor of, and has not assigned any Lease covering, policy with respect to any portion of such properties to repair or pay for any repair related to the Leased Real PropertyLeasehold Property with which such parties have not complied. (c) The Owned Real Property and the Leased Real Property (collectively, the “Real Property”) constitute all interests in real property currently owned or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use of the buildings located on the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations which would not reasonably be expected to have a Material Adverse Effect.

Real Property. (a) Section 4.9(a3.10(a)(i) of the Seller Disclosure Schedule lists includes a true, correct and complete list of all real property leases, subleases, licenses or other occupancy agreements used by the Company or its Subsidiaries or to which any of them is a party as lessee, sublessee, licensee or occupant (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “Leased Real Property”). The Company or its Subsidiaries, as applicable, have a valid leasehold interest in all of the Leased Real Property free and clear of all Liens, other than Permitted Liens. Except as would not be material to the Company and its Subsidiaries, taken as a whole, (A) no default by the Company or its Subsidiaries, or, to the Knowledge of the Company, the lessor, exists under any Real Property Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any of the Real Property Leases. (b) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all the real property and interests therein owned by any Acquired Entity the Company or included in the Foreign Assets its Subsidiaries (with all easements and other rights appurtenant to such propertyproperties, the “Owned Real Property”) and, relative to each such property or interestand the record owner thereof. Except as set forth in Section 3.10(b) of the Seller Disclosure Schedule, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds Company and its Subsidiaries have good marketable and valid fee simple title to all of the applicable parcel of Owned Real Property, Property free and clear of any all Liens, except Permitted Liens. (b) Section 4.9(b) of the Disclosure Schedule lists all of the real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets (the “Leased Real Property”). For each item of Leased Real Property, Section 4.9(b) of the Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear of any Liens, except other than Permitted Liens. No Acquired Entity Neither the Company nor any of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a sublessor ofwhole, the Company and has not assigned any Lease covering, any portion its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of the Leased Real Propertythis Agreement. (c) The Neither the whole nor any part of the Owned Real Property and is subject to any pending suit for condemnation or other taking by any Governmental Authority, and, to the Leased Knowledge of the Company, no such condemnation or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting to any Person the right of use or occupancy of any portion of the Real Property (collectively, the “Real Property”) constitute all interests in real property currently owned or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use of the buildings located on except under the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations which would not reasonably be expected to have a Material Adverse EffectLeases and Permitted Liens).

Real Property. (a) Section 4.9(a4.7(a) of the Peabody Disclosure Schedule lists all Letter sets forth a correct and complete list as of the real property date hereof of (i) all Peabody Owned Real Property, (ii) all Peabody Leases and interests therein owned by any Acquired Entity or (iii) all Mining Rights included in the Foreign Assets Peabody Properties. Section 4.7(a) of the Peabody Disclosure Letter also identifies all Peabody Properties that also are used as of the date hereof by other businesses of Peabody or its Affiliates and describes the nature of such use by such other businesses of Peabody or its Affiliates, and such use does not interfere with the operation of the Peabody Business. No Peabody Property is leased or subleased to any third party, and Peabody has not granted any third party any license, possessory or occupancy right or other similar right therein other than Permitted Encumbrances. (with b) Peabody or a controlled Affiliate of Peabody, as applicable, has (i) good and indefeasible fee title to all easements and other rights appurtenant to such property, the “Peabody Owned Real Property”, (ii) and, relative to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple good and valid title to the applicable parcel leasehold estates in all Peabody Leases and (iii) good and valid title to all Mining Rights included in the Peabody Properties, in the case of Owned Real Propertyeach of clauses (i), (ii) and (iii), free and clear of any Liensall Encumbrances (including Royalties), except other than Permitted LiensEncumbrances. (bc) Section 4.9(b) There are no outstanding options, rights of the Disclosure Schedule lists all first offer or rights of the real property and interests therein leased first refusal to purchase any Peabody Property or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets (the “Leased Real Property”). For each item of Leased Real Property, Section 4.9(b) of the Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion of or any interest therein. (d) Each of the Leased Peabody Leases is in full force and effect and constitutes the legal, valid and binding obligations of Peabody or its Affiliates that are parties thereto and, to the Knowledge of Peabody, the other parties thereto, enforceable against Peabody or such Affiliates and, to the Knowledge of Peabody, the other parties thereto, in accordance with their respective terms. No Peabody Lease has been amended, modified or supplemented. No party to any Peabody Lease has repudiated any provision thereof, and neither Peabody (nor its Affiliates that are parties thereto, as the case may be) nor, to the Knowledge of Peabody, any other party thereto, is in breach of any of its respective obligations thereunder, and no event has occurred (including the failure to obtain any consent) which, with notice or lapse of time or both, would constitute a breach or default thereunder. (e) Except for the Peabody Properties, neither Peabody nor any of its Affiliates owns or leases any real property used or held for use primarily in or related primarily to or necessary for the operation or conduct of the Peabody Business or has any options to acquire any fee interest or leasehold interest in any real property for use primarily in or related primarily to or necessary for the operation or conduct of the Peabody Business. (f) There are no pending or, to the Knowledge of Peabody, threatened condemnation, eminent domain or similar proceedings affecting the Peabody Properties. There are no existing public improvements which may reasonably be expected to result in any special assessment against any Peabody Owned Real Property. (cg) The Owned Real Property All utility easements, rights of access and other easements and similar rights serving the Leased Real Property (collectively, Peabody Properties are legally enforceable to permit the “Real Property”) constitute all interests in real property currently owned or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use of the buildings located on Peabody Business in substantially the Real Property violates manner in which the Peabody Business is currently operated. Other than Permitted Encumbrances, there are no encroachments upon the Peabody Properties and no improvements to any restrictive covenant or deed restriction recorded against such Real Property or Peabody Properties encroach onto any other Lawsadjacent property, except for such violations which encroachments as have not had and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effectmaterial adverse effect on a particular item of real property. The improvements to the Peabody Properties (and the current uses thereof) do not (i) violate set-back, building or side lines, or any applicable land use covenants, zoning regulations or similar enforceable restrictions or (ii) encroach on any easements located on the Peabody Properties.

Real Property. (a) Section 4.9(aSchedule 3.08(a) sets forth a true and complete list, as of the Disclosure Schedule lists all date hereof, of the address of each parcel of real property and interests therein owned by any Acquired Entity in fee simple title (or included the equivalent thereof in the Foreign Assets respective jurisdiction) by the Contributed Companies (with all easements and other rights appurtenant to such propertycollectively, the “Owned Real Property”) andand the name of the record owner thereof. To the Knowledge of each Contributor, relative no Contributed Company or Subsidiary thereof is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell, lease or acquire any real property. To the Knowledge of each Contributor, there are no material defaults, violations or breaches by such property or interest, Contributor under any non-monetary Liens recorded against the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Real PropertyProperty and which constitute Permitted Liens under subsection (viii) of such definition. To the Knowledge of each Contributor, free and clear of any Lienseach Owned Real Property has, except Permitted Liensin all material respects, permanent vehicular access to a public road. (b) Section 4.9(bSchedule 3.08(b) sets forth a true and complete list, as of the date hereof, of the address of each parcel of real property (or space thereon) leased, licensed, subleased or occupied by the Contributed Companies as lessee or occupant (collectively, the “Ground Leased Real Property”) and brief description of each ground lease, lease, license, sublease or similar occupancy Contract (collectively, the “Ground Leases”) showing the title of the Ground Lease, date of the Ground Lease, the parties thereto, and including a description of any amendments, supplements and separate agreements, that comprise such lease, license, sublease or similar occupancy agreement. To the Knowledge of each Contributor, there are no material defaults, violations or breaches by such Contributor under any non-monetary Liens recorded against the Ground Leased Real Property and which constitute Permitted Liens under subsection (viii) of such definition. Each Ground Lease is in full force and effect, is the Disclosure Schedule lists all valid and legally binding obligation of the applicable Contributed Company or Subsidiary thereof and is enforceable against the applicable Contributed Company or Subsidiary thereof. No Ground Lease has been terminated or cancelled, and leasehold interest of the applicable Contributed Company or Subsidiary thereof in each Ground Lease has not been assigned or encumbered, except for Permitted Liens. No Contributed Company nor Subsidiary, and to the Knowledge of each Contributor, no other party to a Ground Lease is in default under such Ground Lease. No notice of default under such Ground Lease has been sent or received by the Contributed Companies or their Subsidiaries which is not currently resolved. To the Knowledge of each Contributor, no condition exists which, but for the giving of notice or the passage of time, or both, would constitute a breach or default, by any Contributed Company or Subsidiary thereof or any other party pursuant to any Ground Lease. To the Knowledge of each Contributor, each Ground Leased Real Property has, in all material respects, permanent vehicular access to a public road. (c) True, complete and correct copies of all Ground Leases have heretofore been delivered by the Contributors, on behalf of the Contributed Companies and Subsidiaries thereof, to PEGC I OP. (d) Other than as set forth on Schedule 3.08(b), as of the date hereof, no Contributed Company or Subsidiary thereof is a party to any lease, license, sublease or similar occupancy Contract under which any of the Contributed Companies or Subsidiary thereof is lessee, sublessee or licensee of, or holds, uses or operates, any real property and interests therein leased or subleased owned by any Acquired third Person. (e) To the Knowledge of each Contributor, no written notice from any Governmental Entity has been received by any Contributor or by Contributed Company or Subsidiary thereof concerning the Retained possible imposition of any material special assessments on the Real Property. To the Knowledge of each Contributor, true and complete copies, in all material respects, of the most recent title commitments, surveys, appraisals and policies of title insurance or the equivalent in the possession or control of the Contributed Companies or Subsidiaries thereof with respect to the Foreign Assets (Real Property have been made available to PEGC I OP. To the “Leased Real Property”). For Knowledge of each item of Leased Contributor, there are no encroachments relating to any Real Property, Section 4.9(b) of which are reasonably likely to result in a material adverse impact on the Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property use and all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear operation of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion of the Leased such Real Property. (cf) The Owned Real Property Schedule 3.08(f) sets forth a true, correct and complete rent roll as of the Leased date hereof reflecting each lease, sublease, license or similar occupancy Contract with any Person under which a Contributed Company or Subsidiary thereof is a lessor or sublessor of, or makes available for use to any Person (other than a Contributed Company or Subsidiary thereof), any Real Property (collectively, the “Real PropertyTenant Leases”). (g) constitute all interests With respect to each Material Lease set forth on Schedule 11.04(b)(I) and to the Knowledge of each Contributor with respect to each other Tenant Lease, and except as set forth on Schedule 3.08(g): (i) each Tenant Lease is in real property currently owned full force and effect and there are no material defaults thereunder by Contributor, nor to the Knowledge of Contributor, by the other party thereto, beyond any applicable notice or leased cure period; (ii) no rent (other than security deposits or first month’s rent) has been paid more than one (1) month in connection with advance of its due date; (iii) no tenant under any Tenant Lease has any right or option for additional space in the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use of the buildings located on the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other LawsImprovements, except for any rights or options expressly set forth in such violations Tenant Lease; (iv) no tenant has assigned its Tenant Lease or sublet (in any material respect) all or any portion of the premises demised thereby, except as may be provided in such Tenant Lease or with the consent of the lessor thereunder; (v) no tenant under any Tenant Lease has a right or option pursuant to such Tenant Lease or otherwise to purchase all or any part of the leased premises or the building of which would not reasonably be expected the leased premises are a part; except in the case of Material Leases as expressly set forth in such Material Lease; and (vi) true, complete and correct copies of all Material Leases have heretofore been delivered by the Contributors, on behalf of the Contributed Companies and Subsidiaries thereof, to have a Material Adverse EffectPEGC I OP.

Real Property. (a) Section 4.9(a) Hortonworks and each of the Disclosure Schedule lists its Subsidiaries have good and valid title to, or a valid leasehold interest in, all of the real property and interests therein owned by any Acquired Entity properties which it purports to own or included lease, including all the real properties reflected in the Foreign Assets (with all easements and other rights appurtenant to such property, Hortonworks Balance Sheet. All real properties reflected in the “Owned Real Property”) and, relative to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Real Property, Hortonworks Balance Sheet are held free and clear of any all Liens, except Permitted Liens. (b) Section 4.9(b) for Liens reflected on the Hortonworks Balance Sheet and Liens for current Taxes not yet due and for which adequate reserves have been established in accordance with GAAP and other Liens that do not materially impair the use of the Disclosure Schedule lists all property subject thereto. All real property leases, subleases, licenses or other occupancy agreements to which Hortonworks or any of its Subsidiaries is a party (collectively, the “Hortonworks Real Property Leases”) are in full force and effect, except where the failure of such Hortonworks Real Property Leases to be in full force and effect would not be reasonably likely to result in a Hortonworks Material Adverse Effect. There is no default by Hortonworks or any of its Subsidiaries under any of the real property and interests therein leased or subleased Hortonworks Real Property Leases, or, to the knowledge of Hortonworks, defaults by any Acquired Entity other party thereto, except such defaults as have been waived in writing or by cured or such defaults that in the Retained Subsidiaries with respect aggregate would not be reasonably likely to the Foreign Assets (the “Leased Real Property”)result in a Hortonworks Material Adverse Effect. For each item of Leased Real Property, Section 4.9(b) 3.11 of the Hortonworks Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds Letter contains a possessory interest in the Leased complete and accurate list of all Hortonworks Real Property and all material amendments, renewals, or extensions thereto Leases providing for the payment of annual rent in excess of $1 million (each, a “Hortonworks Material Real Property Lease”). The leasehold interest of an Acquired Entity with respect to ) and lists for each item of Leased such Hortonworks Material Real Property is held free and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion (i) the address of the Leased Real Property. (c) The Owned property to which such Hortonworks Material Real Property Lease pertains, (ii) the annual rent and (iii) the Leased purpose of the facility to which such Hortonworks Material Real Property (collectively, the “Real Property”) constitute all interests in real property currently owned or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use of the buildings located on the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations which would not reasonably be expected to have a Material Adverse EffectLease pertains.

Real Property. (a) Section 4.9(a4.13(a) of the Company Disclosure Schedule lists Letter sets forth a true and complete list of all of the real property and interests therein in real property owned in fee simple by the Company or any Acquired Entity or included in the Foreign Assets of its Subsidiaries (with all easements and other rights appurtenant to such property, the “Owned Real Property”) and), relative to each together with the street address of such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Real Property. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have good and marketable title (or good and indefeasible title with respect to Owned Real Property in Texas), in fee simple, free and clear of any all Liens other than Permitted Liens, except Permitted Liensto the Owned Real Property (including the buildings, structures and other improvements thereon and fixtures thereto). (b) Section 4.9(b4.13(b) of the Company Disclosure Schedule lists all Letter sets forth a true and complete list, as of the real property date of this Agreement, of each lease, and interests therein leased or subleased by any Acquired Entity or by material licenses, subleases and occupancy agreements (the Retained Subsidiaries “Real Property Leases”), with respect to all property leased, licensed, subleased or otherwise used or occupied by the Foreign Assets Company or its Subsidiaries (the “Leased Real Property”). For each item , together with the street address of such Leased Real Property, Section 4.9(b) of the Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor ofExcept as has not had, and has not assigned any Lease covering, any portion of the Leased Real Property. (c) The Owned Real Property and the Leased Real Property (collectively, the “Real Property”) constitute all interests in real property currently owned or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use of the buildings located on the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations which would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company or one of its Subsidiaries has a good and valid leasehold estate in the Leased Real Property, free and clear of all Liens, except for Permitted Liens, and (ii) the Real Property Leases are legal, valid, binding and in full force and effect, subject to proper authorization and execution of such lease by the other party thereto and the Enforceability Exceptions. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received written notice that it is in default in any material respect under any Real Property Lease and no event or condition has occurred since the Lookback Date, or currently exists, which constitutes or could constitute (with or without notice, the happening of any event and/or the passage of time) a default or breach under any Real Property Lease on the part of the Company or its applicable Subsidiary or, to the Knowledge of the Company, the other party thereto.

Real Property. (a) Section 4.9(aSchedule 5.11(a)(i) sets forth a correct list of the Disclosure Schedule lists addresses and the fee owner of all of the real property and interests therein owned by any Acquired Entity or included in the Foreign Assets Company Entities (with all easements and other rights appurtenant to such property, the “Owned Real Property”). The Company and its Subsidiaries, as applicable, have good fee simple and marketable fee title to all of the Owned Real Property free and clear of any Lien (other than Permitted Liens). Except as set forth on Schedule 5.11(a)(ii), none of the Company Entities have leased, licensed or otherwise granted to any Person the right to use or occupy the Owned Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase or lease the Owned Real Property (or, in each case, any portion thereof or interest therein). (b) Schedule 5.11(b) sets forth a correct list of all Contracts pursuant to which any Company Entity leases, subleases, licenses or otherwise occupies any real property as tenant, subtenant, licensee or otherwise (the Contracts required to be listed on Schedule 5.11(b), each, a “Real Property Lease”), together with the address of the related property (the “Leased Real Property” and, relative to each such property or interesttogether with the Owned Real Property, the Acquired Entity that owns it“Company Real Property”). The Company has provided to Purchaser a complete and correct copy of each Real Property Lease, including all amendments, modifications, exhibits and schedules. The applicable Acquired Company Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned has a valid leasehold interest under each Real PropertyProperty Lease, free and clear of any Liens, except Lien (other than Permitted Liens. (b) Section 4.9(b) ). Each such Real Property Lease is in full force and effect and constitutes a legal, valid, and binding obligation of the Disclosure Schedule lists Company Entities and, to the Company’s Knowledge, the other party or parties thereto, enforceable against the Company Entities and, to the Company’s Knowledge, such other party or parties in accordance with its terms, subject to the Enforceability Limitations. The Company Entities have performed and complied in all material respects with all of the real property their covenants and interests therein leased or subleased by any Acquired obligations under each Real Property Lease, and no Company Entity or by the Retained Subsidiaries with respect nor, to the Foreign Assets Company’s Knowledge, any other party to a Real Property Lease, is in, or is alleged to be in, breach of or default under such Real Property Lease, nor has there occurred an event or condition that, with the passage of time or giving of notice (the “Leased Real Property”or both), would constitute such a breach or default. For each item of Leased Real Property, Section 4.9(b) of the Disclosure Schedule lists the lease or The Company does not sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease coveringas sublessor, any portion of the Leased Real Property to any other Person. To the Company’s Knowledge, there are no material disputes with respect to any lease or other agreement for any Leased Real Property. (c) The Owned Real Property and To the Leased Real Property (collectivelyCompany’s Knowledge, there are no condemnation proceedings pending, threatened or proposed against any Company Entity and, to the “Real Property”) constitute all interests in real property currently owned Company’s Knowledge, there is no existing plan or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use of the buildings located on the Real Property violates study by any restrictive covenant or deed restriction recorded against such Real Property governmental body or any other Laws, except for such violations which would not reasonably be expected to have a Material Adverse EffectPerson that challenges or otherwise adversely affects the continuation of the use or operation of the Company Real Property.

Real Property. (a) Section 4.9(a3.10(a)(i) of the Seller Disclosure Schedule lists Schedules identifies all of the real property underlying the Rolling Mill and interests therein owned by any Acquired Entity or included in associated with the Foreign Assets Rolling Mill Business (with the “Rolling Mill Real Property”), and Section 3.10(a)(ii) of the Seller Disclosure Schedules identifies all easements real property underlying the Smelter and other rights appurtenant to the Power Plant and the business and operations thereof (such real property, the “Owned Smelter and Power Plant Real Property”) and, relative to each such property or interest, ” and together with the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Rolling Mill Real Property, free and clear of any Liens, except Permitted Liens. (b) Section 4.9(b) of the Disclosure Schedule lists all of the real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets (the “Leased Real Property”). For each item of Leased Real Property, Section 4.9(b) of the Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion of the Leased Real Property. (c) The Owned Real Property and the Leased Real Property (collectively, the “Real Property”), in each case owned by the Company or any Affiliate thereof, and each sets forth the and acreage of each parcel of the Real Property. Except as set forth in Section 3.10(a)(iii) constitute of the Seller Disclosure Schedules, the Company has good, valid and indefeasible title to, the Rolling Mill Real Property free and clear of all interests Encumbrances other than Permitted Encumbrances. Except as set forth in Section 3.10(a)(iv) of the Seller Disclosure Schedules, neither the Company nor any Affiliate thereof has (i) offered or agreed to sell or grant a leasehold, license or other interest in all or any portion of the Rolling Mill Real Property to any Person, nor granted to any Person a right or option to purchase, right of first refusal or right of first offer to acquire such Rolling Mill Real Property or such interest therein or (ii) has leased, or granted any other possessory or occupancy interest in, the Rolling Mill Real Property to any Person, and no Persons other than the Company and its Affiliates are in possession of any of the Rolling Mill Real Property. There are no material unrecorded restrictions, covenants or other agreements restricting the development, use or occupancy of any portion of the Rolling Mill Real Property which have not been provided to Buyer on or prior to the date hereof. There are no pending or filed Actions or proceedings regarding real property currently owned Tax assessments against the Rolling Mill Real Property, nor has Seller, the Company or leased any Rolling Mill Affiliate (in respect of the Rolling Mill Business) retained any Person to represent Seller, the Company and/or any Rolling Mill Affiliate (in respect of the Rolling Mill Business) in connection with any such Actions or proceedings or the Acquired Businessfiling thereof. No Acquired Entity has received written notice that Prior to the locationdate hereof, construction, occupancy, operation or use copies of the buildings located on most recent deeds, surveys and title reports pertaining to the Rolling Mill Real Property violates any restrictive covenant in the reasonable possession or deed restriction recorded against such Real Property control of the Company or any other Lawsthe Seller or their respective Affiliates, except for such violations have been made available to Buyer, which would not reasonably be expected copies, to have a Material Adverse Effectthe Knowledge of Seller, are true, complete and correct.

Real Property. (a) Section 4.9(a5.19(a) of the Vistana Disclosure Schedule lists all sets forth the common address, as of the real property and interests therein owned by any Acquired Entity or included in the Foreign Assets (with date hereof, of all easements and other rights appurtenant to such property, the “Vistana Owned Real Property”) and, relative to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds Vistana Entities have good and marketable fee simple title to (or the applicable parcel of local equivalent) to all Vistana Owned Real Property, free and clear subject to any Permitted Liens. As of the date hereof, no Vistana Entity has received written notice of any Lienspending condemnation, except Permitted Liensexpropriation, eminent domain or similar Action affecting all or any material portion of the Vistana Owned Real Property. No Vistana Entity has leased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Vistana Owned Real Property, other than in the ordinary course of business. (b) Section 4.9(b5.19(b) of the Vistana Disclosure Schedule lists all sets forth the common address, as of the real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets (the “date hereof, of all Vistana Leased Real Property”). For each item of The Vistana Entities have a valid and enforceable leasehold estate in all Vistana Leased Real Property, Section 4.9(b) subject to the Remedies Exception and any Permitted Liens. No Vistana Entity, nor, to the knowledge of Vistana, as of the Disclosure Schedule lists the lease date hereof, any other party thereto, is in breach of or sublease, default under any Contract pursuant to which the applicable Acquired Vistana Entities occupy any Vistana Leased Real Property. No Vistana Entity holds a possessory has, as of the date hereof, received any written notice from any lessor of such Vistana Leased Real Property of any breach of or default under any such Contract pursuant to which the Vistana Entities occupy any Vistana Leased Real Property by any Vistana Entity (in each case, with or without notice or lapse of time or both), which breach or default has not been cured. No Vistana Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold tenant’s interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion of in the Vistana Leased Real Property. (c) The Owned Real Property and the Leased Real Property (collectively, the “Real Property”) constitute all interests in real property currently owned or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use of the buildings located on the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations which would not reasonably be expected to have a Material Adverse Effect.

Real Property. (a) Section 4.9(aSchedule 4.8 Part (a) hereto contains a ------------- --------------------- complete and correct list of the Disclosure Schedule lists all Owned Real Property with a book value in excess of the real property and interests therein owned by any Acquired Entity or included in the Foreign Assets ($100,000, together with all easements and other rights appurtenant to a description of each parcel of such property, the “Owned Real Property”. Except as set forth in Schedule 4.8 Part (a) andhereto, relative the Company and --------------------- the Subsidiaries have good and marketable fee title in the Owned Real Property, including the buildings, structures and other improvements thereon, free and clear of all Liens, except for Permitted Encumbrances and for utility and similar easements that do not individually or in the aggregate materially impair or adversely effect the use for which such Owned Real Property is currently utilized or the value of such Owned Real Property. The Company or MJD has delivered to the Buyers true and correct copies of any material title insurance commitments, title insurance policies and surveys in MJD's, the Company's or any Subsidiary's possession relating to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Real Property. (b) Schedule 4.8 Part (b) hereto contains a complete and correct list --------------------- of all Real Property Leases (i) relating to real property on which switching - equipment is located, (ii) which require annual rental or similar payments of more than -- $50,000 or (iii) which the Company deems material to the business or operations --- of the Company or any Subsidiary, setting forth the address, landlord and tenant for each such Real Property Lease, describing the premises and all improvements leased pursuant to each such Real Property Lease, listing the expiration date of, the current annual rent paid under each such Real Property Lease and whether such Real Property Lease contains any renewal or purchase options. Except for the Owned Real Property and the Real Property Leases, no real property is used or occupied by the Company or any Subsidiary. (c) Except as set forth on Schedule 4.8 Part (c) hereto, each parcel --------------------- of Owned Real Property and the current use and operation of such real property conform in all material respects to all restrictive covenants, conditions, easements, building, subdivision, zoning and similar codes and federal, state and local laws, regulations, rules, orders and ordinances and neither MJD nor the Company nor any Subsidiary has received any written notice of any material violation or claimed violation of any such restrictive covenant, condition or easement, or any building, subdivision, zoning or similar code, or any federal, state or local law, regulation, rule, order or ordinance. Except as set forth on Schedule 4.8 Part (c) hereto, no current use of the Owned Real Property by the --------------------- Company or any Subsidiary is dependent on a non-conforming use or other Governmental Approval, the absence of which would cause a Material Adverse Effect. The improvements on the Owned Real Property are in good working condition and repair, reasonable wear and tear excepted. Each parcel of Owned Real Property is assessed for real estate tax purposes as a wholly independent lot. (d) Except as set forth on Schedule 4.8 Part (d) hereto, the --------------------- improvements upon each parcel of real property leased by the Company or any Subsidiary and the current use and operation of such real property conform in all material respects to all restrictive covenants, conditions, easements, building, subdivision, zoning and similar codes and federal, state and local laws, regulations, rules, orders and ordinances and neither MJD nor the Company nor any Subsidiary has received any written notice of any violation or claimed violation of any such restrictive covenant, condition or easement, or any building, subdivision, zoning or similar code, or any federal, state or local law, regulation, rule, order or ordinance. Except as set forth on Schedule 4.8 ------------ Part (d) hereto, the premises which are the subject of the Real Property Leases -------- are zoned for the purposes for which they are currently being used by the Company and the Subsidiaries. The improvements on the real property premises which are the subject of the Real Property Leases are in good working condition and repair. (e) There is no pending or, to the Knowledge of MJD, threatened or contemplated action to take by eminent domain or otherwise to condemn any portion of the Owned Real Property or any portion of any premises which are the subject of the Real Property Leases and neither MJD nor the Company nor any Subsidiary has received written notice thereof. There exists no writ, injunction, decree, order or judgment, nor any litigation, pending or to the Knowledge of MJD, threatened, relating to the ownership, use, lease, occupancy or operation of the Owned Real Property or any of the premises which are the subject of the Real Property Leases, except for the existence of which would not individually or in the aggregate materially impair or adversely effect the use for which such real property is currently utilized or the value of such real property. (f) Each Real Property Lease is legal, valid, binding, enforceable and in full force and effect. Neither the Company nor any Subsidiary nor, to the Knowledge of MJD, any other party is in material default, violation or breach under any Real Property Lease, and, to the Knowledge of MJD, no event has occurred and is continuing that constitutes or, with notice or the passage of time or both, would constitute a material default, violation or breach thereunder. No material amount payable under any Real Property Lease is past due. Neither MJD nor the Company nor any Subsidiary has received any written notice of a material default, offset or counterclaim under any Real Property Lease or any other communication asserting non-compliance with any Real Property Lease. Except as set forth on Schedule 4.8 Part(f) hereto, the Company and the -------------------- Subsidiaries have the exclusive right to use and occupy the premises leased under each Real Property Lease. The Company and the Subsidiaries enjoy peaceful and undisturbed possession of the premises leased by the Company and the Subsidiaries under each Real Property Lease. Except as set forth on Schedule -------- 4.8 Part (f) hereto, the Company and each Subsidiary has good and valid title to ------------ the leasehold estate under its respective Real Property Leases, free and clear of any all Liens, except Permitted Liens. for lessors' interests in the Real Property. The Company or MJD has delivered to the Buyers complete and correct copies of the Real Property Leases listed on Schedule 4.8 Part (b) Section 4.9(b) of the Disclosure Schedule lists all of the real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets (the “Leased Real Property”). For each item of Leased Real Propertyhereto, Section 4.9(b) of the Disclosure Schedule lists the lease or subleasetogether, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property and case of --------------------- any subleases or similar occupancy agreements, with copies of all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion of the Leased Real Propertyoverleases. (c) The Owned Real Property and the Leased Real Property (collectively, the “Real Property”) constitute all interests in real property currently owned or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use of the buildings located on the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations which would not reasonably be expected to have a Material Adverse Effect.

Real Property. (a) Section 4.9(a) Each of the Disclosure Schedule lists all Company and each Guarantor shall grant to the Collateral Agent, within 60 days of the real property acquisition thereof (or such longer period as determined by the Collateral Agent in its sole discretion), a security interest in and interests therein Mortgage on each Real Property acquired after the date hereof having a fair market value in excess of $15,000,000 (determined at the time of acquisition thereof) that is owned in fee by the Company or such Guarantor, excluding the fee interest in Real Property underlying the New World Headquarters (provided, that neither the Company nor its Subsidiaries shall grant any Acquired Entity Lien securing any Indebtedness on such fee interest). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory to the Collateral Agent and shall constitute a valid and enforceable perfected Lien subject only to Permitted Liens or included other Liens reasonably acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Foreign Assets (with Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all easements taxes, fees and other rights appurtenant to charges payable in connection with recordation of such property, the “Owned Real Property”) and, relative to each such property or interest, the Acquired Entity that owns itMortgage. The applicable Acquired Entity Company or Retained Subsidiary holds fee simple title such Guarantor shall otherwise take such actions and execute and/or deliver to the applicable parcel Collateral Agent such documents as the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of Owned Real Property, free and clear the Lien of any Liensexisting Mortgage or new Mortgage against such after-acquired fee owned Real Property (including a title policy in form and substance reasonably acceptable to the Collateral Agent, except Permitted Liens. a survey and local counsel opinion (bin form and substance reasonably satisfactory to the Collateral Agent) Section 4.9(b) in respect of such Mortgage, a “Standard Flood Hazard Determination Form” of the Disclosure Schedule lists all of the real property Federal Emergency Management Agency and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries successor Governmental Authority performing a similar function with respect to the Foreign Assets (the “Leased Real Property”). For each item of Leased Real Property, Section 4.9(b) of the Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real any Flood Hazard Property and all material amendmentsany appraisal required to comply with the Financial Institutions Reform, renewals, or extensions thereto (each, a “Lease”Recovery and Enforcement Act of 1989). The leasehold interest of an Acquired Entity Company will maintain, or cause to be maintained, flood insurance with respect to each item Flood Hazard Property that is located in a community that participates in the National Flood Program, in each case in compliance with any applicable regulations of Leased Real Property is held free and clear the Board of Governors of the United States Federal Reserve System, or any successor thereto. The parties hereto agree that no Security Document or Additional Security Document shall be governed by the laws of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion jurisdiction other than the laws of the Leased Real Property. (c) The Owned Real Property United States or any state thereof and no opinion shall be required for foreign law matters; provided, that if a Canadian Subsidiary becomes a Canadian Credit Party hereunder, Security Documents or Additional Security Documents related to the Leased Real Property (collectively, the “Real Property”) constitute all interests in real property currently owned or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use Obligations of the buildings located on Canadian Credit Parties may be governed by the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations which would not reasonably laws of Canada and opinions with respect to Canadian matters may be expected to have a Material Adverse Effectrequired.

Real Property. (a) Section 4.9(a4.08(a) of the SDTS Disclosure Schedule lists all sets forth a list as of the date hereof of (i) all real property and interests therein owned by any Acquired Entity or included in the Foreign SDTS Assets (“SDTS Owned Property”), (ii) all real property currently leased or subleased to an SDTS Entity included in the SDTS Assets (“SDTS Leasehold Property” and, together with all easements and other rights appurtenant to such propertythe SDTS Owned Property, the “Owned Real SDTS Property”), including the lease and any amendments thereto (each, an “SDTS Lease”) under which such SDTS Leasehold Property is held and (iii) all easements, license agreements (including railroad, pipeline and similar crossing rights), rights of way and lease for rights of way, or other rights in or to the use of real property (collectively, “SDTS Easements” and, relative to each such property or interesttogether with the SDTS Leases, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds “SDTS Real Property Agreements”) included in the SDTS Assets. (b) As of the date hereof, SDTS has, and at the Closing SDTS AssetCo will have, good and indefeasible fee simple title to the applicable parcel of all SDTS Owned Real Property, free and clear of any Liens, except all Liens other than Permitted Liens. (b) Section 4.9(b) of the Disclosure Schedule lists all of the real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets (the “Leased Real Property”). For each item of Leased Real Property, Section 4.9(b) of the Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear of any Liens, except Permitted LiensEncumbrances. No Acquired SDTS Entity is a sublessor of, and has not assigned granted to any Lease covering, third party the right to use or access the SDTS Owned Property in any portion of manner that interferes in any material respect with the Leased Real SDTS Owned Property or the Subject SDTS Operations or otherwise granted to any third party any ownership in any material SDTS Owned Property. (c) The Owned As of the date hereof, SDTS has, and at the Closing SDTS AssetCo will have, valid and enforceable leasehold interests with respect to the SDTS Leasehold Property, free and clear of all Liens other than Permitted Encumbrances, except that the validity and enforceability of the SDTS Leases under which such SDTS Leasehold Property is held are subject to the Enforceability Exceptions. (d) No consent from any counterparty to any SDTS Real Property and the Leased Real Property (collectively, the “Real Property”) constitute all interests in real property currently owned or leased Agreement is required in connection with the Acquired Businessconsummation of the SDTS Merger. No Acquired To the Knowledge of SDTS, no SDTS Entity is in breach in any material respect or in material default under any SDTS Real Property Agreement to which it is a party. To the Knowledge of SDTS, no counterparty to any of the SDTS Real Property Agreements is in material default of any of its obligations under the applicable SDTS Real Property Agreement. (e) To the Knowledge of SDTS, there are no developments affecting the SDTS Owned Property or any of the SDTS Real Property Agreements which are pending or threatened, which might materially detract from the value, materially interfere with any present or intended use or materially and adversely affect the fee title of the SDTS Owned Property or any of the SDTS Real Property Agreements. (f) SDTS has not received written notice from any Person within three years prior to the date of this Agreement asserting that SDTS does not have the locationright, constructionas a result of title defects or title failures, occupancy, operation to use or use occupy any portion of the buildings located on the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any SDTS Property, other Laws, except for such violations which than those notices that would not individually, or in the aggregate, reasonably be expected to have a an SDTS Material Adverse Effect.

Real Property. (ai) Section 4.9(aNRM does not have any Owned Real Property. Schedule 5(o)(i) of the Disclosure Schedule lists sets forth the addresses of all Owned Real Property of each Company. Other than as set forth on Schedule 5(o)(i) of the real property Disclosure Schedule (which shall be satisfied and interests therein owned by any Acquired Entity or included in the Foreign Assets (with all easements removed as of Closing), each Company has good and other rights appurtenant to such property, the “Owned Real Property”) and, relative to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds marketable indefeasible fee simple title to the applicable parcel of their respective Owned Real Property, free and clear of any Liens, except Liens other than Permitted Liens. Each Company has delivered to Buyer accurate and complete copies of: (A) all deeds and other instruments (as recorded) by which such Company acquired its interests in the Owned Real Property; (B) all title reports, surveys, zoning reports and title policies with respect to the Owned Real Property; and (C) all agreements granting purchase options, rights of first offer or rights of first refusal in favor of any other Person with respect to the Owned Real Property. Other than as set forth on Schedule 5(o)(i) of the Disclosure Schedule, there are no outstanding options, rights of first offer or rights of first refusal to purchase any Owned Real Property or any portion thereof or interest therein. Neither NRM nor either Company is a party to any written or oral contract or agreement, or has or has granted an option to purchase any Owned Real Property or interest therein. (bii) Section 4.9(bNRM leases all of its Leased Real Property from Valiant. Schedule 5(o)(ii) of the Disclosure Schedule lists all sets forth an accurate and complete description (by street address of the subject leased real property property, the date of the lease, sublease, license or other occupancy right and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to name of the Foreign Assets (the “parties thereto) of all Leased Real Property”)Property of NRM and each Company. For NRM and each item of Company hold valid leasehold or subleasehold interests in their respective Leased Real Property, Section 4.9(b) of the Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear of any Liens, except Liens other than Permitted Liens. No Acquired Entity Each Lease is legal, valid, binding, enforceable and in full force and effect. NRM and each Company has delivered to Buyer accurate and complete copies of: (A) all Leases relating to the Leased Real Property, and in the case of any oral Lease, a sublessor summary of the material terms of such Lease and (B) all title reports, zoning reports, surveys and title policies in the possession or control of NRM or either Company with respect to the Leased Real Property. Neither NRM nor either Company is in breach or default under any such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease. NRM’s and each Company’s possession and quiet enjoyment of their respective Leased Real Property under such Leases has not been disturbed and, to the Knowledge of Seller, NRM, and each Company, there are no disputes with respect to any such Leases. Neither NRM nor either Company has exercised or given any notice of exercise of, nor has any lessor or landlord exercised or given any notice of exercise by such party of, any option, right of first offer or right of first refusal contained in any such Lease. The rental rate set forth in each Lease of the Leased Real Property is the actual rental rate being paid, and there are no separate agreements or understandings with respect thereto. Each Lease of the Leased Real Property grants the tenant or subtenant under the Lease the exclusive right to use and occupy the demised premises thereunder. (iii) Except as set forth on Schedule 5(o)(iii) of the Disclosure Schedule: (A) NRM and each Company are in possession of their respective Owned Real Property and Leased Real Property; and (B) to the Knowledge of Seller, NRM, and each Company, there are no contractual or legal restrictions that preclude or restrict the ability of NRM or either Company to use its Owned Real Property or Leased Real Property for the purposes for which it is currently being used. Except as set forth on Schedule 5(o)(iii) of the Disclosure Schedule, neither NRM nor either Company has not assigned leased, subleased, licensed or otherwise granted to any Lease covering, Person the right to use or occupy any portion of the their respective Owned Real Property or Leased Real Property. (civ) The Owned Real Property To the Knowledge of Seller, NRM, and each Company, all buildings, structures, fixtures and other improvements included on the Leased Real Property (collectively, the “Improvements”) are in material compliance with all Applicable Laws. To the Knowledge of Seller, NRM and each Company, no part of any Improvement encroaches on, or otherwise conflicts with the property rights of any Person in and to any real property not included in the Real Property”) constitute all interests in real , and there are no buildings, structures, fixtures or other improvements primarily situated on adjoining property currently owned which encroach on any part of the Real Property, or leased in connection otherwise conflict with the Acquired Businessproperty rights of NRM or either Company. No Acquired Entity Each parcel of Real Property: (i) abuts on and has received written notice that the locationdirect vehicular access to an improved public road or has access to an improved public road via a permanent, constructionirrevocable, occupancy, operation or use appurtenant easement improved with a road benefiting such parcel of Real Property and comprising a part of the buildings Real Property; and (ii) is supplied with public or quasi-public utilities and other services appropriate for the operation of the Improvements located on such parcel and the Real Property violates operation of NRM’s or either Company’s businesses thereon. To the Knowledge Seller, NRM and each Company, there is no existing, proposed or threatened eminent domain or other public acquisition Claim that would result in the taking of all or any restrictive covenant or deed restriction recorded against such part of any Real Property or that would prevent or hinder the continued use and enjoyment of any other LawsReal Property as heretofore used by the applicable Company. (v) To the Knowledge of Seller, except NRM and each Company, all of the Improvements are in good operating condition and repair and suitable for their purpose (ordinary wear and tear excepted). The Improvements are suitable for the purposes for which they are being used by the applicable Company and have been maintained in accordance with normal industry practice. The Real Property constitutes all such violations which would not reasonably be expected property used in or necessary to have a Material Adverse Effectconduct the businesses of NRM and each Company.

Real Property. (a) Section 4.9(aThe Leased Real Property shown on Schedule 3.11(a) of the Contributor Disclosure Schedule lists is all the Leased Real Property (including leased propane storage facilities and terminals) of the real property Propane Group Entities for which the monthly rent exceeds $1,800. Schedule 3.11(a) of the Contributor Disclosure Schedule shows for each such Leased Real Property (i) the street address and interests therein (ii) the current use of such parcel of Leased Real Property. (b) The Owned Real Property shown on Schedule 3.11(b) of the Contributor Disclosure Schedule is all the Owned Real Property (including owned propane storage facilities and terminals) of the Propane Group Entities valued by any Acquired the applicable Propane Group Entity or included in at more than $750,000. Schedule 3.11(b) of the Foreign Assets Contributor Disclosure Schedule shows for each such Owned Real Property (with all easements i) the street address and other rights appurtenant to (ii) the current use of such property, the “parcel of Owned Real Property”. (c) andAll of the Owned Real Property is owned by a Propane Group Entity, relative to each such property or interestfree and clear of all Liens, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds other than Permitted Liens. (d) Assuming good fee simple title to vested in the applicable parcel of Owned landlord, a Propane Group Entity has a valid and binding leasehold interest in each Leased Real Property, free and clear of any all Liens, except other than Permitted Liens. True and complete copies of all leases for the Leased Real Property identified on Schedule 3.11(a) of the Contributor Disclosure Schedule have been made available to Acquirer. (be) Section 4.9(bSchedule 3.11(e) of the Contributor Disclosure Schedule lists all of the real property written lease agreements pursuant to which a Propane Group Entity is a landlord or sublandlord under a lease with monthly rental payments greater than $1,800 per month at any of the material Owned Real Property or Leased Real Property. As of the Execution Date, to the Contributor Parties’ Knowledge, no such Propane Group Entity has received any written notice of default from the tenant or subtenant under any such lease or sublease nor, to the Contributor Parties’ Knowledge, is the tenant or subtenant under any such lease or sublease in default beyond all applicable grace, notice and interests therein leased cure periods. (f) There is no pending or, to the Contributor Parties’ Knowledge, threatened condemnation, expropriation, requisition (temporary or subleased by any Acquired Entity permanent) or by the Retained Subsidiaries similar proceeding with respect to the Foreign Assets (the “Leased Real Property”). For each item of Leased Real Property, Section 4.9(b) any Transferred Site as of the Disclosure Schedule lists Execution Date, or, to the lease or subleaseContributor Parties’ Knowledge, pursuant to which the applicable Acquired Entity holds a possessory interest has been threatened in the Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion of the Leased Real Propertywriting. (cg) The Propane Group Entities have made available to Acquirer true, legible and complete copies of each deed for each parcel of Owned Real Property and to the Leased extent such documents are in the possession or control of the Contributor Parties, all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals, permits, other Liens, title documents related to the Real Property. To the Knowledge of the Contributor Parties, (i) a Propane Group Entity is in peaceful and undisturbed possession of each parcel of Real Property, (ii) there are no contractual restrictions that preclude or restrict the ability to use the Real Property for the purposes for which it is being used as of the Execution Date, and (collectivelyiii) all existing water, sewer, steam, gas, electricity, telephone, cable, fiber optic cable, internet access and other utilities required for the “Real Property”) constitute all interests in real property currently owned or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the locationconstruction, constructionuse, occupancy, operation or use and maintenance of the buildings located on the Real Property violates any restrictive covenant are adequate for the conduct of the business as it is conducted as of the Execution Date. To the Knowledge of the Contributor Parties, there are no material latent defects or deed restriction recorded against such material adverse physical conditions affecting the Real Property or any of the facilities, buildings, structures, erections, improvements, fixtures, fixed assets and personalty of a permanent nature annexed, affixed or attached to, located on or forming part of the Real Property. Except as shown on Schedule 3.11(e) of the Contributor Disclosure Schedule, (i) the Propane Group Entities have not leased any parcel or any portion of any parcel of Owned Real Property to any other LawsPerson and no other Person has any rights to the use, except occupancy or enjoyment thereof pursuant to any lease, license, occupancy or other agreement for such violations which would not reasonably be expected the monthly rental payments exceed $1,800, and (ii) no Propane Group Entity has assigned its interest under any lease listed in Schedule 3.11(a) of the Contributor Disclosure Schedule to have a Material Adverse Effectany third party.

Real Property. (a) Neither Holdco nor Enginetics owns any real property. Section 4.9(a) 5.9 of the Disclosure Schedule lists contains a complete and accurate description in all material respects of all of the real property and interests therein owned leased by any Acquired Entity Holdco or included in the Foreign Assets (with all easements and other rights appurtenant to such property, the “Owned Real Property”) and, relative to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Real Property, free and clear of any Liens, except Permitted Liens. (b) Section 4.9(b) of the Disclosure Schedule lists all of the real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets Enginetics (the “Leased Real Property”) including the amount of the security deposit, if any thereunder, a street address, legal description and the leases, subleases, options and commitments, oral or written, to which Holdco or Enginetics is a party or is otherwise bound or affected relating to the Leased Real Property (the “Leased Real Property Agreements” and each, a “Leased Real Property Agreement”). For each item of . The Leased Real Property, Property listed in Section 4.9(b) 5.9 of the Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest comprises all material real property interests used in the Leased Real Property conduct of the business and all material amendments, renewals, or extensions thereto (each, a “Lease”)operations of Holdco and Enginetics as now conducted. The leasehold interest of an Acquired Entity with respect to each item of All Leased Real Property is held under leases or subleases that are, in all material respects, valid instruments enforceable in accordance with their respective 21 terms, except as limited by the General Enforceability Exceptions. There are no written or oral modifications, alterations or amendments of or to the Leased Real Property Agreements. Neither Holdco nor Enginetics is in default under any of the terms and provisions of any Leased Real Property Agreement and to Holdco’s Knowledge, no landlord under any lease or sublease for the Leased Real Property is in default of any of its obligations thereunder. To Holdco’s Knowledge, there are no defaults, offsets, counterclaims or defenses pursuant to the Leased Real Property Agreements, and Holdco has not received any notice of any default, offset, counterclaim or defense pursuant to any Leased Real Property Agreement. As of Closing, there will be no agreements in place, and binding upon Buyer, regarding the payment of any leasing commissions to any party with respect to the Leased Real Property. With respect to the Leased Real Property: (a) No amount payable under any lease or sublease for the Leased Real Property is past due; (b) Holdco and Enginetics have complied with all material commitments and obligations on their respective parts to be performed or observed in connection with the Leased Real Property; (c) Holdco has not received any notice of default (other than defaults which have been waived or cured) pursuant to a Leased Real Property Agreement or any other written communication calling upon either Holdco or Enginetics to comply with any provision of a Leased Real Property Agreement or asserting noncompliance and, except for events, and conditions which have been waived or cured; and (d) Except as set forth on Section 5.9 of the Disclosure Schedule and except for Permitted Liens, there does not exist any security interest, lien, encumbrance or claim of others (excluding the lessor) created or suffered to exist on the leasehold interest created in connection with the Leased Real Property. Enginetics has good and valid title to the leasehold estates under the Leased Real Property Agreements, free and clear of any Liensall liens, except for Permitted Liens. No Acquired Entity is a sublessor ofTo Holdco’s Knowledge, the current use and has not assigned any Lease covering, any portion operation of the Leased Real Property. (c) The Owned Real Property is in compliance in all material respects with all applicable Laws, including without limitation laws relating to parking, zoning and the Leased Real Property (collectivelyland use, the “Real Property”) constitute all interests in real property currently owned or leased in connection with the Acquired Businessand public and private covenants and restrictions. No Acquired Entity Neither Holdco nor Enginetics has received written notice of non-compliance with any applicable Laws that the location, construction, occupancy, operation or use of the buildings located on the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other Lawshas not been cured, except for to the extent any such violations which non-compliance would not reasonably be expected to have a Material Adverse Effect.

Real Property. (a) Section 4.9(a3.10(a) of the Company Disclosure Schedule lists all sets forth a list of the addresses of all real property and interests therein (i) owned by any Acquired Entity or included in the Foreign Assets Company (with all easements and other rights appurtenant to such property, the “Owned Real Property”), or (ii) andleased, relative subleased or licensed by, or for which a right to use or occupy has been granted to, the Company (the “Leased Real Property,” and together with the Owned Real Property, the “Real Property”). Section 3.10(a) of the Company Disclosure Schedule also identifies (i) with respect to each Owned Real Property, all Persons that use or occupy such property Owned Real Property, and (ii) with respect to each Leased Real Property, each lease, sublease, license or interestother Contractual Obligation under which such Leased Real Property is occupied or used including the date of and legal name of each of the parties to such lease, sublease, license or other Contractual Obligation, and each amendment, modification or supplement thereto (the “Real Property Leases”). (b) Except as set forth in Section 3.10(b) of the Company Disclosure Schedule, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds Company has good and marketable fee simple title in and to the applicable parcel of Owned Real Property, free and clear of any Liens, except all Encumbrances other than Permitted LiensEncumbrances. (bc) Except as set forth on Section 4.9(b3.10(c) of the Company Disclosure Schedule lists all Schedule, there are no written or oral leases, subleases, licenses, concessions, occupancy agreements or other Contractual Obligations granting to any other Person the right of use or occupancy of any of the real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets (the “Leased Real Property”). For each item of Leased Real Property, Section 4.9(b) of the Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Owned Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property there is held free and clear no Person in possession of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion of the Leased Owned Real Property. (cd) The Owned Company has delivered to the Buyer accurate and complete copies of the Real Property Leases, in each case as amended or otherwise modified and in effect, together with extension notices and other material correspondence, lease summaries, notices or memoranda of lease, estoppel certificates and subordination, non-disturbance and attornment agreements related thereto. (e) No eminent domain or condemnation Action is pending or, to the Leased Company’s Knowledge, threatened, that would preclude or materially impair the use of any Real Property (collectivelyProperty. To the Knowledge of the Company, the “Real Property”) constitute all interests in real property currently owned or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or Company’s current use of the buildings located on the Real Property violates does not violate in any material respect any restrictive covenant of record that affects any of the Real Property. (f) Each Facility is supplied with utilities and other services necessary for the operation of such Facility as the same is currently operated, all of which utilities and other services are provided via public roads or deed restriction recorded against such via permanent, irrevocable appurtenant easements benefiting the parcel of Real Property. Each parcel of Real Property abuts on, and has direct vehicular access to, a public road, or any other Lawshas access to a public road via a permanent, except irrevocable appurtenant easement benefiting the parcel of Real Property, in each case, to the extent necessary for such violations which would not reasonably be expected to have a Material Adverse Effectthe conduct of the Design & Manufacturing Business as currently conducted.

Real Property. i. PharmaHub has no interests in real property except for its lease (the “Diamond Bar Lease”) for the use of premises (the “Diamond Bar Leased Premises”) located at 00000 Xxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx Xxx, Xxxxxxxxxx 00000 and its lease (the “Cambridge Lease”) for the use of premises (the “Cambridge Leased Premises”) located at 0 Xxxxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000. The Diamond Bar Lease and the Cambridge Lease shall collectively be referred to as the “Leases”. The Diamond Bar Leased Premises and the Cambridge Leased Premises shall collectively be referred to as the “Leased Premises”. ii. The Leases, and all guaranties with respect thereto, are in full force and effect and have not been amended in writing or otherwise, and no party thereto is in default or breach under the Leases. PharmaHub has no knowledge of any event which has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default under the Leases by PharmaHub. Other than ordinary annual adjustments for taxes and expenses, neither PharmaHub nor its agents or employees have received written notice of any claimed abatements, offsets, defenses, or other bases for relief or adjustment under the Leases. iii. With respect to the Leased Premises: (a) Section 4.9(a) of the Disclosure Schedule lists all of the real property and interests therein owned by any Acquired Entity or included PharmaHub has a valid leasehold interest in the Foreign Assets (with all easements and other rights appurtenant to such property, the “Owned Real Property”) and, relative to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Real PropertyLeased Premises, free and clear of any Liensliens, except Permitted Liens. covenants, easements, or title defects other than encumbrances that have not had or are not reasonably expected to have a material adverse effect upon PharmaHub’s use and occupancy of the Leased Premises; (b) Section 4.9(b) of the Disclosure Schedule lists all of the real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets (the “Leased Real Property”). For each item of Leased Real Property, Section 4.9(b) of the Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion of the Leased Real Property. (c) The Owned Real Property and the Leased Real Property (collectively, the “Real Property”) constitute all interests in real property currently owned or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use portions of the buildings located on the Real Property violates Leased Premises which are used in the business of PharmaHub are each in reasonable repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy PharmaHub’s current and reasonably anticipated normal business activities as conducted thereon; (c) the Leased Premises (I) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current transportation requirements of the business presently conducted at such parcel; and (II) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current normal business activities conducted at such parcel; and (d) PharmaHub has not received notice of (I) any restrictive covenant condemnation, eminent domain, or deed restriction recorded against such Real Property similar proceeding affecting any portion of the Leased Premises or any access thereto, and PharmaHub has no knowledge that any such proceedings are contemplated, (II) any special assessment or pending improvement liens to be made by any governmental authority which may affect the Leased Premises, or (III) any violations of building codes and/or zoning ordinances or other Laws, except for such violations which would not reasonably be expected governmental regulations with respect to have a Material Adverse Effectthe Leased Premises.

Real Property. Neither NYMEX Holdings nor any NYMEX Holdings Subsidiary owns a fee simple interest in any real property. The NYMEX Holdings Leased Real Property described in Section 3.14 of the NYMEX Holdings Disclosure Letter constitutes all the leasehold interests in real property of NYMEX Holdings and the NYMEX Holdings Subsidiaries. (a) With respect to any Lease comprising the NYMEX Holdings Leased Real Property: (i) Section 4.9(a3.14(a)(i) of the NYMEX Holdings Disclosure Schedule Letter lists all of leases, subleases and licenses to which NYMEX Holdings or any NYMEX Holdings Subsidiary is a party. NYMEX Holdings or the real property and interests therein owned by any Acquired Entity or included in the Foreign Assets (with all easements and other rights appurtenant to such property, the “Owned Real Property”) and, relative applicable NYMEX Holdings Subsidiary that is party to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title Lease has good and valid leasehold interests in such Lease (subject to the terms of the applicable parcel of Owned Real PropertyLease governing its interests therein), in each case free and clear of all Liens other than Permitted Liens; (ii) Section 3.14(a)(ii) of the NYMEX Holdings Disclosure Letter lists all agreements, other than Permitted Liens (exclusive of the Occupancy Agreement, Restrictive Covenant Agreement and Grant Distribution Agreement) to which NYMEX Holdings or any NYMEX Holdings Subsidiary is a party that contain any material provisions relating to the occupancy or use of any space demised under a Lease, or to any employment milestones at such space (the “Material Real Estate Agreements”) and NYMEX Holdings has delivered or made available to CME Group true, correct and complete copies of the Material Real Estate Agreements; (iii) each such Lease and Material Real Estate Agreement is the legal, valid, binding and enforceable obligation of NYMEX Holdings or the applicable NYMEX Holdings Subsidiary that is a party thereto, and, to the knowledge of NYMEX Holdings, is in full force and effect and the binding obligation of the other parties thereto and will not be breached or violated solely by the consummation of the transactions contemplated by this Agreement; (iv) neither NYMEX Holdings nor any NYMEX Holdings Subsidiary has received any written notice that it is in default under any such Lease, nor, to the knowledge of NYMEX Holdings, is NYMEX Holdings or any NYMEX Holdings Subsidiary or any other party to such Lease in default under any such Lease, and to the knowledge of NYMEX Holdings no event has occurred, which, after the giving of notice, with lapse of time, or otherwise, would constitute a material default by NYMEX Holdings or any NYMEX Holdings Subsidiary or by any other party under such Lease; (v) except for Permitted Liens, neither NYMEX Holdings nor the applicable NYMEX Holdings Subsidiary has assigned, subleased, transferred, conveyed or encumbered any interest in the leasehold or subleasehold created by any Lease; (vi) there are no outstanding options or rights of any party (other than NYMEX Holdings or the applicable NYMEX Holdings Subsidiary) to terminate such Lease prior to the expiration of the term thereof, except Permitted Liensas expressly set forth in each such Lease, and the consummation of the transactions contemplated by this Agreement in and of itself, will not give rise to any such right to terminate; and (vii) Section 3.14(a)(vii) of the NYMEX Holdings Disclosure Letter lists all consents required to be obtained from any party to such Lease and from any party to any Material Real Estate Agreements in connection with transactions contemplated by this Agreement and to NYMEX Holdings’ knowledge, no other consents are required with respect to any such Lease or Material Real Estate Agreements in connection with transactions contemplated by this Agreement. (b) Section 4.9(bWith respect to the leasehold interest held by NYMEX Holdings at the property commonly known as Xxx Xxxxx Xxx Xxxxxx, Xxx Xxxx (“One North”) and 0000 Xxxxxx Xxxxxx, Xxxx Xxxxxxx (“Lake Success,” and together with One North, the “Material Leased Property”): (i) except in any such case as has not resulted in and would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on NYMEX Holdings, all buildings, structures, fixtures and improvements included within the Material Leased Property (the “Material Lease Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and to the knowledge of NYMEX Holdings, there are no facts or conditions affecting any of the Disclosure Schedule lists Material Lease Improvements that, in the aggregate, would reasonably be expected to interfere materially and adversely with the current use, occupancy or operation thereof; (ii) no portion of such Material Leased Property has suffered any damage by fire or other casualty loss which has not heretofore been completely repaired and restored in accordance with the terms of the Lease, or after the date hereof and prior to the Closing Date, is not in the process of being restored in accordance with the terms of the Lease, to its original condition (ordinary wear and tear excepted), except as would not, individually or in the aggregate, reasonably be expected to interfere with the use of any such Material Leased Property; and (iii) NYMEX Holdings has delivered or made available to CME Group complete and accurate copies of all of the real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect following materials relating to such Material Leased Property, to the Foreign Assets extent such materials are in NYMEX Holdings’ or any NYMEX Holdings Subsidiary’s possession: all Leases and licenses (the “Leased Real Property”). For each item of Leased Real Property, Section 4.9(b) of the Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property and all material including any amendments, renewalsmodifications or supplements thereto); appraisals; as to Lake Success only, or extensions thereto (eachfloor plans and drawings for any renovations; and, a “Lease”). The leasehold interest of an Acquired Entity with respect as to each item of Leased Real Property is held free and clear of any LiensOne North only, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion of the Leased Real Propertyas-built construction plans. (c) With respect to that certain Occupancy Agreement, dated as of May 18, 1995, among The Owned Real Property City of New York, New York State Urban Development Corporation, New York City Economic Development Corporation, Battery Park City Authority and New York Mercantile Exchange, including its wholly owned subsidiary, Commodity Exchange, Inc. (the Leased Real Property “Occupancy Agreement”): (collectivelyi) NYMEX Holdings has not violated and is not in violation of, nor will the consummation of the transactions contemplated by this Agreement give rise to a violation of, any Occupancy Requirement (as defined in the Occupancy Agreement); and (ii) NYMEX Holdings has not violated and is not in violation of, nor will the consummation of the transactions contemplated by this Agreement give rise to a violation of, the “Real Property”Minimum Requirement (as defined in the Occupancy Agreement). (d) constitute all interests With respect to that certain Restrictive Covenant Agreement, dated as of May 18, 1995, among WFC Tower A Company, Olympia & York Tower B Company, American Express Company, Xxxxxxx Xxxxx/WFC/L, Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, and New York Mercantile Exchange, NYMEX Holdings has not violated and is not in real property currently owned or leased in connection with violation of, nor will the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use consummation of the buildings located on transactions contemplated by this Agreement give rise to a violation of, any provision contained therein. (e) With respect to that certain Grant Disbursement Agreement approved as of June 26, 2002, by New York State Urban Development d/b/a Empire State Development Corporation and The New York Mercantile Exchange, Inc., NYMEX Holdings has not violated and is not in violation of, nor will the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other Lawsconsummation of the transactions contemplated by this Agreement give rise to a violation of, except for such violations which would not reasonably be expected the requirements to have a Material Adverse Effectmaintain the Minimum Employment Number (as defined therein).

Real Property. (a) Section 4.9(a) of the Disclosure Schedule lists 4.16 discloses and summarizes all of the real property and interests therein owned properties currently owned, occupied, used or leased by any Acquired Entity Seller or in which Seller has an interest that are included in the Foreign Purchased Assets (with all easements such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and other related rights appurtenant to such propertyof every nature, collectively, the “Owned "REAL PROPERTY") and identifies the record title holder of all Real Property”) and. Schedule 4.16 identifies the correct legal description, relative to each such property or intereststreet address and tax parcel identification number of all tracts, the Acquired Entity that owns itparcels and subdivided lots of all Real Property owned by Seller. The applicable Acquired Entity or Retained Subsidiary holds Seller has good and marketable fee simple title to the applicable parcel of Owned all Real PropertyProperty shown as owned by it on Schedule 4.16, free and clear of any Liensall Encumbrances, except other than Permitted Liens. (b) Section 4.9(b) Encumbrances. Seller has the right to quiet enjoyment of all Real Property in which it holds a leasehold interest for the full term, including all renewal rights, of the Disclosure leasehold interest. Schedule lists 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of the real property and interests therein Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against any Real Property or subleased any written notice or Order by any Acquired Entity Governmental Body, insurance company or by the Retained Subsidiaries board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any Real Property or (iii) requests the Foreign Assets (performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the “Leased Real Property”). For each item of Leased Real PropertyThere is no pending condemnation, Section 4.9(b) of the Disclosure Schedule lists the lease expropriation, eminent domain or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property and similar proceeding affecting all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion of the Leased Real Property. (c) The Owned Real Property and the Leased Real Property (collectively, the “Real Property”) constitute all interests in real property currently owned or leased in connection with the Acquired Business. No Acquired Entity Seller has not received any written notice that the locationof any proposed, construction, occupancy, operation planned or use actual curtailment of the buildings service of any utility supplied to any facility located on the Real Property violates Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any restrictive covenant or deed restriction recorded against such owned Real Property or any other Laws, except Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for such violations which would not reasonably be expected to have a Material Adverse Effectcurrent and continued use and operation of the Real Property.

Real Property. (a) Section 4.9(a) of the Disclosure Schedule lists The SU Entities have good and indefeasible fee title to all of the real property and interests therein owned by any Acquired Entity or them included in the Foreign NTX Assets (with all easements and other rights appurtenant to such propertycollectively, the “NTX Owned Real Property”) and, relative to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Real Property), free and clear of any all Liens other than Permitted Liens. The SU Entities have valid and enforceable leasehold interests with respect to all real property currently leased or subleased to them included in the NTX Assets (collectively, the “NTX Leasehold Property” and, together with the NTX Owned Property, the “NTX Property”), free and clear of all Liens other than Permitted Liens, except Permitted Liensthat the validity and enforceability of the leases under which such NTX Leasehold Property is held (such leases together with any amendments thereto and guarantees thereof, the “NTX Leases”) are subject to the Enforceability Exceptions. The SU Entities are not in breach in any material respect or in material default under any NTX Lease or easement, license agreement (including railroad, pipeline and similar crossing rights), right of way or lease for rights of way, or other right with respect to the use of real property included in the NTX Assets to which it is a party (collectively, the “NTX Easements” and, together with the NTX Leases, the “NTX Real Property Agreements”). To the Knowledge of SU, no counterparty to any of the NTX Real Property Agreements is in material default of any of its obligations under the applicable NTX Real Property Agreement. No consent from any counterparty to any NTX Real Property Agreement is required in connection with the consummation of the Merger. (b) Section 4.9(b4.08(b) of the SU Disclosure Schedule lists sets forth a list of all (i) NTX Owned Property, including the street address, fee owner and legal description, (ii) NTX Leasehold Property and NTX Leases, including the street address of the real such property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect parties to such NTX Lease and (iii) NTX Easements, including the parties to such NTX Easement. SU has made available to SDTS and Oncor true, complete and correct copies of all material NTX Real Property Agreements and, to the Foreign Assets (the “Leased Knowledge of SU, SU has made available to SDTS and Oncor true, complete and correct copies of all NTX Real Property”)Property Agreements. For each item of Leased Real Property, Except as set forth on Section 4.9(b4.08(b) of the SU Disclosure Schedule lists Schedule, the lease or SU Entities do not lease, sublease, pursuant license or sublicense any NTX Owned Property, any NTX Leasehold Property, or any real property interest subject to which the applicable Acquired Entity holds a possessory interest in the Leased any NTX Real Property and all material amendmentsAgreements, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion of the Leased Real Propertythird party. (c) The Owned Real Property and There are no pending or, to the Leased Real Property (collectivelyKnowledge of SU, the “Real Property”) constitute all interests in real property currently owned or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use threatened Legal Proceedings affecting any of the buildings located on NTX Owned Property, any of the Real Property violates any restrictive covenant or deed restriction recorded against such Real NTX Leasehold Property or any other Lawsof the NTX Real Property Agreements, except for such violations which would not reasonably be expected to materially interfere with any present use or materially and adversely affect the fee title of any of the NTX Owned Property, the leasehold title of any of the NTX Leasehold Property or the real property interests of any of the NTX Real Property Agreements. (d) The SU Entities have not received written notice from any Person within three years prior to the date of this Agreement asserting that any SU Entity does not have the right, as a Material Adverse Effectresult of title defects or title failures, to use or occupy any portion of the NTX Property or any real property interest subject to any NTX Real Property Agreements, other than those notices that would not individually, or in the aggregate, reasonably be expected to materially detract from the value, materially interfere with any present or intended use or materially adversely affect the marketability of any such NTX Property. (e) To the Knowledge of SU, SU has not granted to any third party the right to use or access the NTX Owned Property or the NTX Leasehold Property in any manner that interferes in any material respect with the NTX Owned Property, the NTX Leasehold Property or the Subject NTX Operations or otherwise granted to any third party any ownership rights in any material NTX Owned Property or the NTX Leasehold Property.

Real Property. (a) Section 4.9(a) of Except for Permitted Encumbrances, the Disclosure Schedule lists Company and its Subsidiaries have good and marketable title interests to all of the real property and interests therein owned by any Acquired Entity or included in the Foreign Assets them (with all easements and other rights appurtenant to such property, the “Owned Real Property”) andor used in the conduct of their respective businesses as currently conducted (“Leased Real Property”) or reflected in the Interim Financial Statement, relative to each such property or interest, the Acquired Entity that owns itfree and clear of all Encumbrances. The applicable Acquired Entity buildings and other structures located on the Owned Real Property are in operational condition, consistent with the age and prior use of such buildings and structures, and are supplied with utilities and other services necessary for the operation of the business as currently conducted at such facilities. Except as set forth in the Company Disclosure Schedule, there are no persons in possession of, or Retained Subsidiary holds having a right to possession of, any part of the Owned Real Property other than the Company or its Subsidiary, as the case may be; and the Company is not a party to any contract, agreement or commitment to sell, convey, assign, transfer, provide rights of first refusal or other similar rights or otherwise dispose of any portion of the Owned Real Property. The owners of fee simple title to the applicable parcel Owned Real Property are set forth in the Company Disclosure Schedule. Neither the Company nor any Subsidiary has received any notice of any special Tax, levy or assessment for benefits or betterments that affects the Owned Real Property, free and clear no such special Taxes, levies or assessments are in existence, pending or, to the Knowledge of the Company, contemplated. There is no structural defect or deficiency in the condition of the Owned Real Property, or any Liensportion thereof, except Permitted Liens. that would materially adversely impair the use, occupancy or operation of the Owned Real Property. No materials have been furnished to the Owned Real Property or any portion thereof the cost of which has not been fully paid or accrued, which might give rise to the filing of a mechanic’s, materialman’s or other Liens against such property or any portion thereof. All buildings and structures located on the Owned Real Property are located completely within the boundary lines of the Owned Real Property, and no buildings, structures or other improvements or appurtenances thereto owned by others encroach onto or under the Owned Real Property. The Owned Real Property abuts on and has adequate direct vehicular access to a public road and there is no pending or, to the Knowledge of the Company, threatened, termination of such access. The Company Disclosure Schedule sets forth a list of all leases, subleases, licenses or similar agreements to which the Company or any Subsidiary is a party, which are for the use or occupancy of real estate owned by a third party and are used in the operation of the business of the Company or Subsidiary (bthe “Real Property Leases”) Section 4.9(b(accurate copies of which have previously been furnished to Purchaser), in each case, setting forth: (i) the lessor and lessee thereof and the commencement date, term and renewal rights under each of the Real Property Leases; (ii) the street address or legal description of each property covered thereby; and (iii) a brief description (including approximate size and function) of the Disclosure Schedule lists all of principal improvements and buildings thereon. Each Real Property Lease is legal, valid, binding, enforceable and in full force and effect against the real property Company or its Subsidiary, as the case may be, subject to applicable bankruptcy, insolvency, reorganization, moratorium and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with similar laws affecting creditors rights and remedies generally and equitable principles. With respect to the Foreign Assets (the “Leased Real Property”). For each item parcel of Leased Real Property: (i) all improvements, Section 4.9(b) buildings and systems on any such parcel are in operational condition, consistent with the age and prior use of such buildings and structures, and are supplied with utilities and other services necessary for the operation of the Disclosure Schedule lists business as currently conducted at such facilities; (ii) neither the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear Company nor any Subsidiary has received any notice of any Liensspecial Tax, except Permitted Liens. No Acquired Entity is a sublessor oflevy or assessment for benefits or betterments that affect any such parcel and, to the Knowledge of the Company, no such special Taxes, levies or assessments are pending or contemplated; and (iii) each such parcel abuts on and has not assigned any Lease coveringadequate direct vehicular access to a public road and there is no pending or, any portion to the Knowledge of the Leased Real Property. (c) The Owned Real Property and Company, threatened termination of such access. None of the Leased Real Property (collectively, the “Real Property”) constitute all interests in real property currently owned or leased in connection Permitted Encumbrances substantially interferes with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use conduct of the buildings located on business as currently conducted by the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property Company or any other Laws, except for such violations which would not reasonably be expected to have a Material Adverse EffectSubsidiary.

Real Property. (a) Section 4.9(aSchedule 4.20(a)(i) sets forth a true, correct, and complete list of all Owned Real Property and identifies the Disclosure record owner thereof. Except as set forth on Schedule lists all of the real property and interests therein owned by any Acquired Entity or included in the Foreign Assets (with all easements and other rights appurtenant to such property4.20(a)(ii), the “Owned Real Property”) and, relative to each such property Company or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds one of its Subsidiaries has good and marketable fee simple title to the applicable all Owned Real Property, subject only to any Permitted Liens. For each parcel of Owned Real Property, free and clear the Company has delivered to Industrea copies of all current vesting deeds, title insurance policies, surveys for the Owned Real Property, in each case, to the extent in the Company’s possession. There are no outstanding options, rights of first refusal, rights of first offer or other agreements for the purchase of all or any portion of any Liensof the Owned Real Property. For each parcel of Owned Real Property, except Permitted Liensthe Company has delivered to Industrea copies of all current leases, licenses, and other occupancy agreements entered into by the Company or any of its Subsidiaries as landlord, licensor or owner of the Owned Real Property collectively, the “Company Leases”). All Company Leases including all amendments, modifications, supplements thereto have been made available in the electronic data room to Industrea. The Company and its Subsidiaries have performed and observed in all material respects all covenants, conditions and agreements required to be performed or observed by the applicable Company or its Subsidiaries in connection with the Company Leases. Neither the Company nor its Subsidiaries are in default under any of the Company Leases and, to the knowledge of the Company, no event or circumstance exists that, with the notice or lapse of time, or both, would constitute a default on the part of the Company or any of its Subsidiaries. To the knowledge of the Company, no tenant, licensee or other occupant is in default under any of the Company Leases and no event or circumstance exists that, with the notice or lapse of time, or both, would constitute a default by the tenant, licensee or occupant. The Company has made available in electronic data room to Industrea a true, correct and complete copy of all Company Leases. (b) Section 4.9(bSchedule 4.20(b)(i) sets forth a true, correct and complete list of (a) each Leased Real Property and (b) all leases, subleases, licenses and other agreements allowing for the Disclosure Schedule lists all lease, use or occupancy of the real property and interests therein leased or subleased by any Acquired Entity or such Leased Real Property by the Retained Company or its Subsidiaries (along with all amendments, modifications and supplements thereto) (collectively, the “Leases”) and the parties to each such Lease that, with respect to subsection (b), require aggregate annual rental payments in excess of $100,000. Except as set forth on Schedule 4.20(b)(ii), (i) the Foreign Assets (the “Leased Real Property”). For each item Company or one of its Subsidiaries has a valid and enforceable leasehold estate in, and enjoys peaceful and undisturbed possession of, all Leased Real Property, Section 4.9(bsubject to the Remedies Exceptions and any Permitted Liens and (ii) neither the Company nor any of the Disclosure Schedule lists the lease its Subsidiaries has received any written notice from any lessor, licensor or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the other counterparty of such Leased Real Property and all material amendmentsof, renewalsnor does the Company or any of its Subsidiaries have knowledge of the existence of, any default, event or circumstance that, with notice or lapse of time, or extensions thereto (eachboth, would constitute a “Lease”)default by any party to the Leases. The leasehold interest Company has made available in electronic data room to Industrea a true, correct and complete copy of an Acquired Entity with respect to each item all Leases. (c) The buildings, material building components, structural elements of the improvements, roofs, foundations, parking and loading areas, mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and fire/life safety systems) within any improvements of the Owned Real Property or Leased Real Property is held free are in good working condition and clear repair and sufficient for the operation of the business by Company and its Subsidiaries. Neither the Company nor any of its Subsidiaries has received notice of (i) any condemnation, eminent domain or similar proceedings affecting any parcel of Owned Real Property or Leased Real Property, (ii) any special assessment or pending improvement liens to be made by any Governmental Authority, or (iii) violations of any Liensbuilding codes, except Permitted Lienszoning ordinances, governmental regulations or covenants or restrictions affecting any Owned Real Property or Leased Real Property. No Acquired Entity is a sublessor ofThere are no recorded or unrecorded agreements, and has not assigned any Lease coveringeasements, any portion or encumbrances that materially interfere with the continued operation of the business as currently conducted on all Owned Real Property and Leased Real Property. (cd) All water, gas, electrical, stream, compressed air, telecommunication, sanitary and storm sewage lines and other utilities and systems servicing each parcel of Owned Real Property and, to the Company’s knowledge, Leased Real Property are sufficient for the continued operation of the business of the Company and its Subsidiaries as currently conducted in all material respects. (e) No portion of the Owned Real Property or the Leased Real Property has suffered damage by fire or other casualty loss which has not been repaired and restored to its original condition in all material respects. (f) Neither the Company nor any of its Subsidiaries has received any written notice from any insurance company of defects or inadequacies in the Owned Real Property or Leased Real Property that would affect the insurability of any parcel or may cause or result in any material amendment (including material increase of premiums). (g) The Owned Real Property and the Leased Real Property (collectively, constitutes all of the “Real Property”) constitute all interests in real property currently owned or leased used in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use of the buildings located on the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations which would not reasonably be expected to have a Material Adverse EffectCompany’s business.

Real Property. (a) Section 4.9(a3.17(a) of the Disclosure Schedule lists all Schedule, sets forth each parcel of real property owned by Real Estate Seller or the Seller and used in or necessary for the conduct of the real property and interests therein owned by any Acquired Entity or included in Business at the Foreign Assets Facilities as currently conducted (together with all easements buildings, fixtures, structures and improvements situated thereon and all easements, rights-of-way and other rights and privileges appurtenant thereto, collectively, the "Owned Real Property"), including with respect to such each property, the “Owned address location and use. Seller and/or Real Property”Estate Seller have delivered to Purchaser copies of the deeds and other instruments (as recorded) and, relative to each by which Seller or Real Estate Seller acquired such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Real Property, and copies of all title insurance policies, opinions, environmental site assessments and/or reports, abstracts and surveys in the possession of Real Estate Seller or Seller with respect to such parcel. With respect to each parcel of Owned Real Property: (i) Real Estate Seller and/or Seller has good and marketable fee simple title, free and clear of any Liensall encumbrances, except Permitted Liensthose encumbrances identified in Section 2.7 and set forth on title policy(ies) to be delivered in conjunction with the transfer of Owned Real Property; and (ii) 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) Section 4.9(b3.17(b) of the Disclosure Schedule lists all sets forth each parcel of the real property leased by Seller (together with all rights, title and interests therein leased interest of Seller in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets (prepaid rents paid in connection therewith, collectively, the “Leased Real Property”). For each item , and a true and complete list of Leased Real Propertyall leases, Section 4.9(b) of the Disclosure Schedule lists the lease subleases, licenses, concessions and other agreements (whether written or subleaseoral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which the applicable Acquired Entity Seller holds a possessory interest in the Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion of the Leased Real Property. (c) The Owned Real Property and the Leased Real Property (collectively, the “Real Property Leases”). Seller has delivered to Purchaser a true and complete copy of each Real Property Lease. With respect to each Real Property Lease: (i) such Real Property Lease is valid, binding, enforceable and in full force and effect, and Seller enjoys peaceful and undisturbed possession of the Leased Real Property”; (ii) constitute all interests Seller is not in real property currently owned breach or leased in connection default under such Lease, and no event has occurred or circumstance exists which, with the Acquired Business. No Acquired Entity delivery of notice, passage of time or both, would constitute such a material breach or default, and Seller has paid all rent due and payable under such Lease through the date hereof; (iii) Seller has not received written nor given any notice of any default or event that the locationwith notice or lapse of time, constructionor both, occupancy, operation or use would constitute a default by Seller under any of the buildings located on the Real Property violates Leases and, to the Knowledge of Seller, no other party is in default thereof, and no party to any restrictive covenant Real Property Lease has exercised any termination rights with respect thereto; (iv) Seller has not subleased, assigned or deed restriction recorded against otherwise granted to any 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 a Lien on its leasehold interest in any Leased Real Property. (c) Except as listed on Section 3.17(c) of the Disclosure Schedule, Seller has not received any written notice of (i) violations of building codes and/or zoning ordinances or other LawsApplicable Laws affecting the Owned Real Property or Leased Real Property, except for such violations (ii) existing, pending or threatened condemnation proceedings affecting the Owned Real Property or Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which would not could reasonably be expected to have a Material Adverse Effectmaterially and adversely affect the operation of the Owned Real Property or Leased Real Property as currently operated.

Real Property. (a) Section 4.9(aSchedule 3.11(a) of the Disclosure Schedule lists all this Agreement sets forth (i) a true, complete and accurate list, including addresses, of the each leasehold interest in real property and interests therein owned by leased, subleased, or licensed by, or for which a right to use or occupy has been granted to, or by, any Acquired Entity or included in the Foreign Assets (with all easements and other rights appurtenant to such property, the “Owned Real Property”) and, relative to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Real Property, free and clear of any Liens, except Permitted Liens. (b) Section 4.9(b) of the Disclosure Schedule lists all of the real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets Group Company (the “Leased Real Property”). For , and (ii) a true, complete and accurate list, including addresses and property description, of each item of interest in real property owned by any Group Company (together with all buildings, fixtures, structures and improvements situated thereon and all easements, rights-of-way and other rights and privileges appurtenant thereto, collectively, the “Owned Real Property” and, together with the Leased Real Property, Section 4.9(bthe “Real Property”). Schedule 3.11(a) of the Disclosure Schedule lists the lease or this Agreement also identifies, with respect to each Leased Real Property, each lease, sublease, pursuant license or other Contract under which any Group Company occupies or uses such Leased Real Property, including the date of and legal name of each of the parties to which such lease, sublease, license or other Contract (the applicable Acquired Entity holds “Real Property Leases”). Except for the Real Property Leases, there are no written or oral subleases, licenses, concessions, occupancy agreements, services agreements or other Contracts granting to any other Person the right of use or occupancy of the Real Property, there is no Person (other than the Group Companies) in possession or control of the Real Property, and the Real Property is the only real property used by the Group Companies in the operation of the Business. The Group Companies have a possessory valid and exclusive leasehold interest in and to each of the Leased Real Properties and a valid and exclusive fee simple interest in and to each of the Owned Real Properties, in each case, free and clear of all Encumbrances, other than Permitted Encumbrances. The Group Companies have made available to Buyer true, complete and accurate copies of the Real Property Leases, in each case as amended or otherwise modified and in effect, together with extension notices and other material correspondence, lease summaries, notices or memoranda of lease, estoppel certificates and subordination, non-disturbance and attornment agreements related to the Real Property Leases. With respect to each Real Property Lease that is a sublease, the representations and warranties in this Section 3.11(a) are true and correct with respect to the underlying lease. Seller has delivered to Buyer copies of the deeds and other instruments (as recorded) by which each applicable Group Company acquired such parcel of Owned Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of any Group Company with respect to such parcel. (b) No Group Company is a party to any agreement or option to purchase any real property (including Leased Real Property) or interest therein, and, except for the Leased Real Property pursuant to the Real Property Leases and all material amendmentsOwned Real Property, renewalsno Group Company owns any interest (fee, leasehold or extensions thereto (each, a “Lease”)otherwise) in any real property. The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion Owned Real Property constitutes all of the Leased Real Propertyreal property used, managed or occupied by any Group Company or used in connection with the operation of the Business. (c) The Owned current use of the Real Property is, in all material respects, in accordance with the certificates of occupancy relating to the Real Property and the terms of any Permits relating to the Real Property. The Real Property and its current use, occupancy and operation by the respective Group Companies and the Facilities do not (i) constitute a nonconforming use or structure under, and are not in breach or violation of, or default under, any applicable building, zoning, subdivision or other land use or similar Legal Requirements, or (ii) otherwise violate or conflict with any covenants, conditions, restrictions or other Contracts, including the requirements of any applicable Encumbrances. (d) There is no pending or, to the Knowledge of Seller, threatened appropriation, condemnation or similar Action affecting the Real Property. There has been no material destruction, damage or casualty with respect to the Real Property. (e) To the Knowledge of Seller, none of the Facilities currently existing on the Leased Real Property (collectivelyencroaches upon any real property of, or easement held by, any other Person, and no Facility of any other Person encroaches on the “Leased Real Property”) constitute all interests in . None of the Facilities currently existing on the Owned Real Property encroaches upon any real property currently owned of, or leased in connection with easement held by, any other Person and no Facility of any other Person encroaches on the Acquired BusinessOwned Real Property. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use of the buildings located Each Facility on the Real Property violates any restrictive covenant is supplied with utilities and other services necessary for the operation of such Facility as the same is currently operated or deed restriction recorded against such currently proposed to be operated, all of which utilities and other services are provided via public roads or via an easement benefiting the Real Property. Each parcel of Real Property abuts on, and has direct vehicular access to, a public road, or has access to a public road via an easement benefiting the parcel of Real Property, in each case, to the extent necessary for the conduct of the Business. (f) The Facilities, including all buildings, structures, equipment and improvements that are located on or constitute part of the Real Property, are in good operating condition and repair (subject to normal wear and tear, and subject to non-delinquent routine scheduled maintenance), and are suitable, adequate and sufficient in all material respects for the purposes for which such Facilities are used. There are no material defects in the roof, footings, foundation, sprinkler mains, structural, mechanical and HVAC systems and masonry walls in any of the improvements upon the Real Property other Lawsthan (i) defects resulting from normal wear and tear, except for such violations which (ii) defects that have not had and would not be reasonably likely to have an adverse effect on the operation of the business operated on such parcel of Real Property, or (iii) defects that would be reasonably expected to be repaired through the ordinary course maintenance or capital improvement program of the Group Companies prior to having an adverse effect on the operation of the business operated on such parcel of Real Property. All Permits necessary in connection with any construction upon, and present use and operation of, the Real Property and the lawful occupancy of the Real Property have a Material Adverse Effectbeen issued by the appropriate Governmental Authorities. Except as set forth on Schedule 3.11(f) of this Agreement, no Group Company has deferred maintenance of the Facilities or Assets in contemplation of the Transactions or otherwise.

Real Property. (a) Section 4.9(a5.25(a) of the MAF Disclosure Schedule lists all Letter identifies (i) each parcel of the real property and interests therein any improvements on a Leased Premises owned by any Acquired Entity MAF or included in the Foreign Assets a MAF Subsidiary (with all easements and other rights appurtenant to such property, the each an “Owned Real Property”) andand (ii) each real property premises leased by MAF or a MAF Subsidiary, relative to including any ground lease (each such property or interesta “Leased Premises” and together with Owned Real Properties, the Acquired Entity that owns it. The “Real Estate”), and lists the corresponding lease for each Leased Premises to which MAF or the applicable Acquired Entity MAF Subsidiary is a party (collectively, the “Lease Agreements”). (b) MAF or Retained Subsidiary holds the MAF Subsidiary, as applicable, has good and marketable, indefeasible, fee simple title to the applicable parcel of each Owned Real Property, free and clear of any Liensand all encumbrances other than Permitted Real Property Encumbrances. MAF and each MAF Subsidiary, except Permitted Liens. (b) Section 4.9(b) if applicable, have valid leasehold interests in and are in possession of the Disclosure Schedule lists all of the real property Leased Premises, and in each case, such leasehold interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets (the “Leased Real Property”). For each item of Leased Real Property, Section 4.9(b) of the Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held are free and clear of any all Liens, except other than Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion of the Leased Real PropertyProperty Encumbrances. (c) The Owned Real Property and To the Leased Real Property (collectivelyKnowledge of MAF, the “building, structures and improvements located on, fixtures contained in, and appurtenances attached to, each Real Property”Estate conform and are in compliance with all applicable Laws, including the Americans With Disabilities Act. MAF has not received any notice from a lessor, any Governmental Authority or any other Person requiring any work or repairs to Real Estate that the tenant has not completed in compliance with such notice. To the Knowledge of MAF, in their present state of repair all structural and mechanical components of the facilities serving the Real Estate (including the roof, all heating, ventilation, plumbing and electrical systems used in the operation thereof) constitute all interests in real property currently owned are adequate for MAF’s or leased the applicable MAF Subsidiary’s purposes. (d) Neither MAF nor any MAF Subsidiary has entered into any sublease, license or assignment of a Leased Premises and, other than MAF or an applicable MAF Subsidiary under the applicable Lease Agreement, there are no Persons physically occupying any portion of a Leased Premises. (e) No brokerage fees, commissions or any similar payments are owed or payable by MAF or any MAF Subsidiary to any third party in connection with the Acquired Businessexistence or execution of a Lease Agreement, or in connection with any renewal, expansion or extension of any Lease Agreement. (f) MAF has delivered or made available to National City a correct and complete copy of each Lease Agreement, together with all amendments and supplements thereto. No Acquired Entity has received written notice that Neither MAF nor any MAF Subsidiary is in default under any Lease Agreement, which default is reasonably likely to have, either individually or in the locationaggregate, construction, occupancy, operation or use of the buildings located on the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations which would not reasonably be expected to have a Material Adverse Effect, and there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a default.

Real Property. (a) Section 4.9(a3.12(a) of the Seller Disclosure Schedule lists sets forth a complete and accurate, in all material respects, list of all of the real property and interests therein owned in fee simple by the Transferred Company or any Acquired Entity or included in of its Subsidiaries as of the Foreign Assets date of this Agreement (with all easements and other rights appurtenant to such property, the “Owned Real Property”) and, relative to each such property or interest, the Acquired Entity that owns it). The applicable Acquired Entity or Retained Subsidiary holds Transferred Company and its Subsidiaries, as applicable, have good and valid fee simple title to the applicable parcel of all Owned Real PropertyProperty and to all of the buildings, structure and other improvements located thereon and affixed thereto, free and clear of all Liens, except Permitted Liens. As of the date of this Agreement, neither Seller nor its Subsidiaries have received written notice of any default, and to the Knowledge of the Seller, there is no default under any restrictive covenants affecting the Owned Real Property and there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a default under any such restrictive covenant, except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect to the Transferred Company and its Subsidiaries, taken as a whole. (b) Section 3.12(b) of the Seller Disclosure Schedule sets forth a complete and accurate, in all material respects, list of all of the real property leased by the Transferred Company or any Subsidiary thereof as lessee as of the date of this Agreement that is material to the conduct of the Business (the “Leased Real Property” and, together with the Owned Real Property, the “Real Property”). The Transferred Company and its Subsidiaries, as applicable, have a leasehold or subleasehold (as applicable) interest in all Leased Real Property and owns or has a leasehold interest in all of the buildings, structures and other improvements located thereon and affixed thereto, free and clear of all Liens, except Permitted Liens. (i) All leases and subleases for the Leased Real Property under which the Transferred Company or any of its Subsidiaries is a lessee or sublessee (a) are in full force and effect and are enforceable against the respective lessors, in accordance with their respective terms, subject to Permitted Liens and the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law) and (b) Section 4.9(bwill continue to be in full force and effect immediately following the Closing, and (ii) as of the Disclosure Schedule lists all date of the real property and interests therein leased or subleased by this Agreement, neither Seller nor any Acquired Entity or by the Retained of its Subsidiaries with respect to the Foreign Assets (the “Leased Real Property”). For each item has received any written notice of Leased Real Property, Section 4.9(b) of the Disclosure Schedule lists the any default under any such lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in sublease affecting the Leased Real Property and all material amendmentsto the Knowledge of Seller, renewalsno event has occurred or conditions exist that, if not cured, with the giving of notice, the passage of time, or extensions thereto (eachboth, would constitute a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear material default or that would permit the termination of any Lienssuch lease or sublease, except Permitted Liens. No Acquired Entity is as in each of cases (i) and (ii) would not, individually or in the aggregate, reasonably be expected to have a sublessor ofmaterial adverse effect to the Transferred Company and its Subsidiaries, and has not assigned any Lease covering, any portion of the Leased Real Propertytaken as a whole. (c) The Section 3.12(c) of the Seller Disclosure Schedule sets forth, to the Knowledge of Seller, a complete and accurate, in all material respects, list of all easements, licenses, crossing agreements or other agreements as of the date of this Agreement benefiting, entered into or obtained by Seller or the Transferred Company or any of its Subsidiaries with respect to any gas, electric or water supply rights or other utility or access rights whether or not appurtenant to the Owned Real Property and the or Leased Real Property (collectivelyProperty, and which burden real properties owned by parties other than the “Real Property”) constitute all interests in real property currently owned Transferred Company or leased in connection with any of its Subsidiaries and which are material to the Acquired conduct of the Business. No Acquired Entity has received written notice that All such easements, licenses or other agreements are (i) free and clear of all Liens granted by the location, construction, occupancy, operation Transferred Company or use of the buildings located on the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other LawsSubsidiary thereof, except for such violations which Permitted Liens and (ii) except as would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, in full force and effect and either the Transferred Company or its Subsidiaries holds a valid and existing, legally binding and enforceable interest under such easement, licenses or other agreement. To the Knowledge of Seller, (x) as of the date of this Agreement, neither Seller nor any of its Subsidiaries has received any written notice of any default which remains uncured under any such easement, licenses or other agreement and to the Knowledge of Seller, no event has occurred or conditions exist that, if not cured, with the giving of notice, the passage of time, or both, would constitute a material default or that would permit the termination of any such easement, licenses or other agreement and (y) such easement, licenses or other agreements will continue to be in full force and effect immediately following the Closing, except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect to the Transferred Company and its Subsidiaries, taken as a whole. (d) There are no leases, subleases, licenses, concessions or other agreements granting to any party or parties the right of use or occupancy of any portion of the Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect to the Transferred Company and its Subsidiaries, taken as a whole. (e) None of the Transferred Company or its Subsidiaries have received any written notice from any Governmental Entity and, to the Knowledge of Seller, there does not exist any condemnation, expropriation or other proceeding in eminent domain pending or threatened, against any Real Property or any material portion thereof or material interest therein.

Real Property. (a) Section 4.9(a3.10(a) of the Seller Disclosure Schedule lists all Letter sets forth a true and complete list of the street locations of all real property owned, directly or indirectly, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and interests therein owned by any Acquired Entity or included that are primarily used in the Foreign Assets Devices & Services Business (with all easements and other rights appurtenant to such propertycollectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) and, relative to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Real Property, free and clear of any Liensall Encumbrances, except for Permitted LiensEncumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Property. (b) Section 4.9(b3.10(b) of the Seller Disclosure Schedule lists Letter sets forth a true and complete list of (i) the street location of all of the real property and interests therein leased in real property leased, subleased, licensed or subleased by any Acquired Entity or otherwise occupied by the Retained Seller Entities or any of the Transferred Subsidiaries with respect to aggregate remaining lease payment in excess of €25,000,000 for the Foreign Assets remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”). For each item of , with the leases relating to such Leased Real Property, Section 4.9(bProperty being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Disclosure Schedule lists the lease or Transferred Subsidiaries pursuant to a lease, sublease, pursuant to license or other similar agreement under which the applicable Acquired Entity holds Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a possessory interest list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and all there are no material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity disputes with respect to each item of Leased such Real Property is held free Lease and clear no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of any Liens, except Permitted Liens. No Acquired Entity is notice or time or both would result in a sublessor of, and has not assigned any Lease covering, any portion material default or breach). (c) Except in the ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Property. (cd) The There are no pending or, to the Knowledge of Seller, threatened condemnation or similar proceedings against or otherwise relating to any of the Owned Real Property and the or Leased Real Property (collectively, the “Real Property”) constitute all interests in real property currently owned or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use of the buildings located on the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations which would not reasonably be expected to have a Material Adverse Effect.

Real Property. (a) Section 4.9(a) 3.11.1 Schedule 3.11 sets forth a list of the Disclosure Schedule lists all of the real property and interests therein owned by any Acquired Entity or included in the Foreign Assets Company (with all easements and other rights appurtenant to such property, the “Owned Real Property”) andand describes each leasehold interest in real property leased, relative subleased by, licensed or with respect to each which a right to use or occupy has been granted to or by the Company (such property or interest, leased Real Property together with the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Real Property, free and clear of any Liens, except Permitted Liens. (b) Section 4.9(b) of the Disclosure Schedule lists all of the real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets (the “Leased Real Property”). For each item of Leased Real Property, Section 4.9(b) of the Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion of the Leased Real Property. (c) The Owned Real Property and the Leased Real Property (collectively, the “Real Property”) constitute all interests in real ), and specifies the lessor or lessors of such leased property, and identifies each lease or any other Contractual Obligation under which such property currently owned is leased (the “Real Property Leases”). Except as described on Schedule 3.11 there are no written or leased in connection with oral subleases, licenses, concessions, occupancy agreements or other Contractual Obligations granting to any other Person the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation right of use or use occupancy of the buildings located Real Property and there is no Person (other than the Company and any lessor(s) of leased Real Property) in possession of the leased Real Property. 3.11.2 The Company is not obligated to pay any leasing or brokerage commission as a result of the Contemplated Transactions. There is no pending or, to Company’s Knowledge, threatened eminent domain taking affecting any of the Real Property. The Company has delivered to the Investors true, correct and complete copies of the Real Property Leases including all amendments, modifications, notices or memoranda of lease thereto and all estoppel certificates or subordinations, non-disturbance and attornment agreements related thereto. 3.11.3 None of the Facilities currently existing on the Real Property violates encroaches upon, and any restrictive covenant or deed restriction recorded against such Facilities under construction on the Real Property will not encroach upon, the real property of any other Person. No facility of any other Person encroaches upon the Real Property. Each Facility is supplied with utilities and other services (including gas, electricity, water, drainage, sanitary sewer, storm sewer, fire protection and telephone) necessary for the operation of such Facility as the same is currently operated or currently proposed to be operated. Each parcel of Real Property abuts on, and has direct vehicular access to, a public road, or has access to a public road via a permanent, irrevocable appurtenant easement benefiting the parcel of Real Property, in each case, to the extent necessary for the conduct of the Business. 3.11.4 The Real Property and its current use, occupancy and operation by the Company and the Facilities located thereon do not (a) constitute a nonconforming use under any applicable building, zoning, subdivision or other land use or similar Legal Requirements or (b) otherwise violate or conflict with any covenants, conditions, restrictions or other Contractual Obligations, including the requirements of any applicable Encumbrances thereto. The Company (a) is not in violation of any material Legal Requirement relating to Real Property, including setback requirements, zoning restrictions and ordinances, building, life, access, safety, health and fire codes and ordinances affecting the Real Property, or (b) has not received notice of any eminent domain, condemnation or similar proceeding pending or, to the Company’s Knowledge, threatened, or any other Laws, except for such violations which would not reasonably be expected to have a Material Adverse EffectGovernment Order relating thereto.

Real Property. (a) Section 4.9(aSchedule 1.01(n) of the Dow Disclosure Schedule lists all Letter sets forth the address (or other identifying description) of each parcel of Transferred Leased Real Property and the identity of the real property lessor, lessee and interests therein owned by any Acquired Entity or included in the Foreign Assets current occupant (with all easements and other rights appurtenant to if different from lessee) of each such property, the “Owned parcel of Transferred Leased Real Property”) and, relative . Assuming the applicable lessor had the authority to enter into each such property or lease and to grant such leasehold interest, the Acquired a Dow Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable has a valid and binding leasehold interest in each parcel of Owned Transferred Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances. No Dow Entity has subleased or granted to a third party any Liens, except Permitted Liensright to use or occupy all or any portion of the Transferred Leased Real Property. (b) Section 4.9(bSchedule 1.01(o) of the Dow Disclosure Schedule lists Letter sets forth the address and parcel number of each parcel of Transferred Owned Real Property. A Dow Entity has good and marketable fee simple title in and to each parcel of Transferred Owned Real Property, including all of the buildings and improvements thereon, free and clear of all Encumbrances, other than Permitted Encumbrances. Other than the right of Parent pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase any such Transferred Owned Real Property or any portion thereof or interest therein. Other than pursuant to easements of record, no Dow Entity has leased or granted any right to use or occupy all or any portion of a Transferred Owned Real Property to a third party. There is no condemnation or other proceeding in eminent domain, pending or, to the Knowledge of TDCC, threatened, affecting the Transferred Owned Real Property or any portion thereof or interest therein. (c) Schedule 1.01(h) of the Dow Disclosure Letter sets forth the address and parcel number of each Retained Site. A Dow Entity has good and marketable fee simple title in and to each Retained Site and in and to each Transferred Facility thereon, free and clear of all Encumbrances, other than Permitted Encumbrances. As of the Closing Date, a Parent Entity will have (i) a valid and binding leasehold interest in and to each Retained Site, and (ii) good and marketable fee simple title in and to each Transferred Facility thereon, in each case free and clear of all Encumbrances, other than Permitted Encumbrances. Other than the right of Parent pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase or lease any Retained Site or any portion thereof or interest therein, including the Transferred Facilities thereon. Other than pursuant to easements of record, no Dow Entity has leased or granted any right to use or occupy all or any portion of any Retained Site or any Transferred Facility thereon to a third party. There is no condemnation or other proceeding in eminent domain, pending or, to the Knowledge of TDCC, threatened affecting the Retained Sites or any portion thereof or interest therein, including the Transferred Facilities thereon. (d) Section 4.12(d) of the TDCC Disclosure Letter sets forth the address (or other identifying description) of each parcel of real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets JV Entity (the “JV Leased Real Property”). For The JV Entity has a valid and binding leasehold interest in each item of JV Leased Real Property, Section 4.9(b) of the Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear of any Liensall Encumbrances, except other than Permitted LiensEncumbrances. No Acquired The JV Entity is a sublessor of, and has not assigned subleased or granted to a third party any Lease covering, right to use or occupy all or any portion of the any JV Leased Real Property. The JV Entity does not own any real property. (ce) The Owned Real Property and To the Leased Real Property (collectivelyKnowledge of TDCC, the “Real Property”) constitute all interests in real property currently owned or leased in connection with the Acquired Business. No Acquired a Dow Entity has received written notice that the location, construction, occupancy, operation good and valid title to (or use valid leases in respect of) each of the buildings located on the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations locations in which would not reasonably be expected a Parent Entity is acquiring an occupancy right pursuant to have an occupancy agreement that is a Material Adverse EffectTransaction Document.

Real Property. (a) Section 4.9(a) The Acquired Subsidiaries have good and valid fee simple title to all material owned real property, in each case, that is used primarily in the operation of the Disclosure Schedule lists all of the real property and interests therein owned by any Acquired Entity or included in the Foreign Assets Business (with all easements and other rights appurtenant to such propertycollectively, the “Owned Real Property”) and, relative to each such property or interest, free and clear of all Liens other than Permitted Liens. Section 3.8(a) of the Seller Disclosure Letter sets forth a true and complete list of the 50 largest (determined on a square foot basis) Owned Real Property sites. Neither any of the Sellers nor any of their Subsidiaries (other than the Acquired Entity Subsidiaries) owns any real property that owns itis used primarily in the operation of the Business. The applicable An Acquired Entity or Retained Subsidiary holds fee simple title to the applicable is in possession of each parcel of Owned Real Property and, except as set forth on Section 3.8(a) of the Seller Disclosure Letter, there are no leases, licenses, occupancy agreements or any other similar arrangement pursuant to which any third party is granted the right to use any Owned Real Property. Except as set forth on Section 3.8(a) of the Seller Disclosure Letter, free and clear there are no outstanding options or rights of first offer or refusal in favor of any Liensthird party to purchase any Owned Real Property. There are no pending, except Permitted Liensor the Knowledge of Sellers, threatened condemnation or eminent domain proceedings with respect to any Owned Real Property. (b) Section 4.9(b3.8(b) of the Seller Disclosure Schedule lists all Letter sets forth a true and complete list, as of the date of this Agreement, of all real property that is (i) used primarily in the operation of the Business and interests therein leased (ii) leased, licensed or subleased otherwise occupied by an Acquired Subsidiary, as lessee, in each case that involves annual rent payments by any such Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets Subsidiary in excess of $100,000 (collectively, the “Leased Real Property” and, together with the Owned Real Property, the “Business Real Property”). For each item of Leased Real Property, Except as set forth on Section 4.9(b3.8(b) of the Seller Disclosure Schedule lists Letter, neither any of the lease Sellers nor any of their Subsidiaries (other than the Acquired Subsidiaries) leases, licenses or subleaseotherwise occupies any real property that is used primarily in the operation of the Business. Sellers have made available to Purchaser a true and complete copy of each lease, license, or other occupancy agreement pursuant to which the applicable an Acquired Entity holds a possessory interest in Subsidiary leases, licenses or otherwise occupies the Leased Real Property and in effect as of the date of this Agreement, together with all material amendments, renewalsguaranties, or modifications, renewals and extensions thereto (eachcollectively, a the “LeaseReal Property Leases”). The Each Real Property Lease is in full force and effect, and an Acquired Subsidiary, as applicable, holds a valid and existing leasehold interest of an Acquired Entity with respect to under each item of Leased such Real Property is held Lease, free and clear of any Liens, except all Liens other than Permitted Liens. No None of Sellers or any of their Affiliates (including the Acquired Entity Subsidiaries) has given or received any written notice of default pursuant to any Real Property Lease. None of Sellers or any of their Affiliates (including the Acquired Subsidiaries) or, to Sellers’ Knowledge, any other party to any Real Property Lease, is a sublessor ofin material default under such Real Property Lease, and no event has not assigned any Lease coveringoccurred which, any portion with notice or lapse of time or both, would constitute such a material default thereunder. Except as set forth on Section 3.8(b) of the Seller Disclosure Letter, none of Sellers or any of their Affiliates (including the Acquired Subsidiaries) has subleased, licensed or otherwise granted any person the right to use or occupy any Leased Real Property. (c) The Owned Business Real Property and comprises all of the Leased Real Property (collectively, the “Real Property”) constitute all interests in real property currently owned or leased in connection with that is material to the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use of the buildings located on the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations which would not reasonably be expected to have a Material Adverse EffectBusiness as presently conducted.

Real Property. (a) Section 4.9(a4.19(a) of the Company Disclosure Schedule lists all Letter contains a complete and accurate list as of the date hereof of all real property and interests therein owned in fee by any Acquired Entity or included in the Foreign Assets Company and/or the Company Subsidiaries (with all easements and other rights appurtenant to such property, the “Owned Real Property”) and, relative to each such property or interest, the Acquired Entity that owns it). The applicable Acquired Entity or Retained Company and/or a Company Subsidiary holds has good and marketable fee simple title to the applicable parcel of all Owned Real Property, free and clear of any Liensall Encumbrances, except Permitted LiensEncumbrances. To the Knowledge of the Company, neither the Company nor any Company Subsidiary has leased or otherwise granted to any Person the right to use or occupy any Owned Real Property or any portion thereof and other than the purchase rights granted pursuant to this Agreement, neither the Company nor any Company Subsidiary have entered into any agreements currently in effect pursuant to which the Company or any Company Subsidiary has granted any outstanding options, rights of first offer or rights of first refusal to purchase any Owned Real Property or any portion thereof or interest therein, and neither the Company nor any Company Subsidiaries are party to any agreement or option to purchase any real property or interest therein which is currently in effect. (b) Section 4.9(b4.19(b) of the Company Disclosure Schedule lists all Letter contains a complete and accurate list as of the date hereof of all real property and interests therein leased or subleased by any Acquired Entity or by the Retained Company and/or the Company Subsidiaries with respect to the Foreign Assets as lessee (the “Leased Real Property”). For each item of The Company Subsidiaries have a valid leasehold estate in all Leased Real Property, Section 4.9(b) free and clear of all Encumbrances, except Permitted Encumbrances. The Company has provided to the Parent true and complete copies of each of the Disclosure Schedule lists the lease or subleaseleases and subleases (including all amendments, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property and all material amendmentsextensions, renewals, or extensions thereto guaranties and other agreements with respect thereto) (each, a “Lease” and, collectively, the “Leases”). The leasehold interest of an Acquired Entity with respect ) pursuant to each item of which the Leased Real Property is held free held. As of the date hereof, there exists no monetary or other material default under any such Lease by the Company, any of the Company Subsidiaries or, to the Knowledge of the Company, any other party thereto, nor any event which, with notice or lapse of time or both, would reasonably constitute a monetary or other material default thereunder by the Company, any of the Company Subsidiaries or, to the Knowledge of the Company, any other party thereto, and clear neither the Company nor any Company Subsidiary has received notice of any Lienssuch condition. The Company Subsidiaries have not subleased, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned licensed or otherwise granted any Lease covering, any portion of Person the right to use or occupy the Leased Real PropertyProperty or any portion thereof and have not collaterally assigned or granted any other security interest in any Lease or any interest therein except for any such collateral assignments, grants or security interests which shall be released at or before Closing. All of the Leases provided on Section 4.19(b) of the Company Disclosure Letter are valid, binding and enforceable in accordance with their terms and, subject to the Equitable Exceptions, are in full force and effect as of the date hereof, and the Company or one of the Company Subsidiaries holds a valid and existing leasehold interest under each such Lease. (c) The Neither the Company nor any Company Subsidiary has received notice of a parcel of Leased Real Property or Owned Real Property and being 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 therefore, nor, to the Knowledge of the Company, has any such condemnation, expropriation or taking been proposed. (d) There are no contractual or, to the Company’s knowledge, other legal restrictions that materially preclude or restrict the ability to use any Leased Real Property (collectively, or the “Owned Real Property”) constitute all interests in Property by the Company or any Company Subsidiary for the current or contemplated use of such real property currently owned or leased in connection with that is material to the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use of the buildings located on business of the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations which would not reasonably be expected to have a Material Adverse EffectCompany.

Real Property. (a) The Company Group does not own or have any ownership interest in any real property. (b) Section 4.9(a4.16(b) of the Disclosure Schedule lists all real property that is leased or used or occupied by any member of the real property Company Group (the "Rental Real Estate") and interests therein owned the leases, subleases and agreements by any Acquired Entity which such Rental Real Estate is leased, used or included in occupied (the Foreign Assets (with all easements "Leases"), true and other rights appurtenant complete copies of which have been made available to such propertyParent, except as set forth on Section 4.16(b) of the “Owned Real Property”Disclosure Schedule. Except as set forth on Section 4.16(b) andof the Disclosure Schedule, relative respect to each such property or interest, of the Acquired Entity that owns it. Leases and the Rental Real Estate: (i) The applicable Acquired Entity or Retained Subsidiary holds fee simple member of the Company Group has good and valid leasehold title to the applicable parcel of Owned Rental Real PropertyEstate, free and clear of any Liens, except Encumbrances (other than Permitted Liens.Encumbrances) and enjoy peaceful and undisturbed possession under all such Leases; (bii) Section 4.9(b) of the Disclosure Schedule lists all of the real property and interests therein leased There are no leases, subleases, concessions or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets (the “Leased Real Property”). For each item of Leased Real Property, Section 4.9(b) of the Disclosure Schedule lists the lease or sublease, pursuant other agreements to which the applicable Acquired Entity holds Company Group is a possessory interest in the Leased Real Property and all material amendments, renewals, party granting to any Person (other than any Employee or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear independent contractor of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, member of the Company Group) the right to use or occupancy of any portion of the Leased Rental Real PropertyEstate, and no Person (other than the applicable Company Group) occupies any part of the Rental Real Estate; (iii) The Leases represent the entire agreement between the applicable member of the Company Group and the applicable landlord relating to such applicable Rental Real Estate, and there are no other material agreements, written or oral, between the such applicable Company Group and such applicable landlord relating to the Rental Real Estate or such applicable Company Group's use, possession and occupancy of the Rental Real Estate; (iv) The Company Group has not collaterally assigned or granted any Encumbrance, other than Permitted Encumbrances, in any of the Leases; and (v) The applicable member of the Company Group and the applicable landlord are currently in material compliance with the terms of all Leases, and all such Leases are in full force and effect. (c) The Owned Real Property and the Leased Real Property (collectively, the “Real Property”) constitute all interests in Company Group is not a party to any agreement or option to purchase any real property currently owned or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use of the buildings located on the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations which would not reasonably be expected to have a Material Adverse Effectinterest therein.

Real Property. (a) Section 4.9(a) SCHEDULE 3.24 sets forth a true, correct and complete list of the Disclosure Schedule lists all of the real property and interests therein owned by Real Property in which any Acquired Entity Company Party or included in the Foreign Assets (with all easements and other rights appurtenant to such propertySubsidiary owns or holds a fee interest, the “Owned Real Property”) andwhich list includes, relative as to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned such Real Property, free the legal owner, its common name, a legal description and clear the name of any Liens, except Permitted Liensmortgagee or trustee thereof. (b) Section 4.9(b) SCHEDULE 3.24 sets forth a true, correct and complete list of all Real Property leases, subleases or licenses pursuant to which any Company Party or Subsidiary is a lessor, lessee, sublessor, sublessee, licensor or licensee, in each case as amended through the date hereof, which list includes the street address, the identity of the Disclosure Schedule lists lessors, lessees, sublessors, sublessees, licensors or licensees, the term thereof (referencing applicable extension or renewal periods, the rent payment terms and the current use). The Real Property interests described or listed on SCHEDULE 3.24 constitute all of the real property and interests therein in Real Property owned, leased or subleased otherwise held for use by any Acquired Entity Company Party or by the Retained Subsidiaries with respect to the Foreign Assets (the “Leased Real Property”)Subsidiary. For each item of Leased Real Property, Section 4.9(b) of the Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with With respect to each item of Leased Real Property is held free such lease, sublease and clear of any Lienslicense, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion as set forth on SCHEDULE 3.24: (i) to the knowledge of the Leased Real PropertyCompany Parties, there are no disputes, oral agreements or forbearance programs in effect as to any such lease, sublease or license; and (ii) no Company Party or Subsidiary has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest therein. (c) The Owned To the knowledge of the Company Parties, all parking lots located on any Real Property subject thereto are in compliance with Applicable Laws, including, without limitation, zoning requirements, and are adequate for the Leased Real Property (collectively, the “Real Property”) constitute all interests in real property currently owned or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use employees and business operations of the buildings located on the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations which would not reasonably be expected to have a Material Adverse EffectCompany Parties and Subsidiaries.

Real Property. (a) Section 4.9(a) Each of the Disclosure Schedule lists all Company and each Guarantor shall grant to the Collateral Agent, within 60 days of the real property acquisition thereof (or such longer period as determined by the Collateral Agent in its sole discretion), a security interest in and interests therein Mortgage on each Real Property acquired after the date hereof having a fair market value in excess of $15,000,000 (determined at the time of acquisition thereof) that is owned in fee by any Acquired Entity the Company or included such Guarantor. Such Mortgages shall be granted pursuant to documentation reasonably satisfactory to the Collateral Agent and shall constitute a valid and enforceable perfected Lien subject only to Permitted Liens or other Liens reasonably acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Foreign Assets (with Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all easements taxes, fees and other rights appurtenant to charges payable in connection with recordation of such property, the “Owned Real Property”) and, relative to each such property or interest, the Acquired Entity that owns itMortgage. The applicable Acquired Entity Company or Retained Subsidiary holds fee simple title such Guarantor shall otherwise take such actions and execute and/or deliver to the applicable parcel Collateral Agent such documents as the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of Owned Real Property, free and clear the Lien of any Liensexisting Mortgage or new Mortgage against such after-acquired fee owned Real Property (including a title policy in form and substance reasonably acceptable to the Collateral Agent, except Permitted Liens. a survey and local counsel opinion (bin form and substance reasonably satisfactory to the Collateral Agent) Section 4.9(b) in respect of such Mortgage, a “Standard Flood Hazard Determination Form” of the Disclosure Schedule lists all of the real property Federal Emergency Management Agency and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries successor Governmental Authority performing a similar function with respect to the Foreign Assets (the “Leased Real Property”). For each item of Leased Real Property, Section 4.9(b) of the Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real any Flood Hazard Property and all material amendmentsany appraisal required to comply with the Financial Institutions Reform, renewals, or extensions thereto (each, a “Lease”Recovery and Enforcement Act of 1989). The leasehold interest of an Acquired Entity Company will maintain, or cause to be maintained, flood insurance with respect to each item Flood Hazard Property that is located in a community that participates in the National Flood Program, in each case in compliance with any applicable regulations of Leased Real Property is held free and clear the Board of Governors of the United States Federal Reserve System, or any successor thereto. The parties hereto agree that no Security Document or Additional Security Document shall be governed by the laws of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion jurisdiction other than the laws of the Leased Real Property. (c) The Owned Real Property United States or any state thereof and no opinion shall be required for foreign law matters; provided, that if a Canadian Subsidiary becomes a Canadian Credit Party hereunder, Security Documents or Additional Security Documents related to the Leased Real Property (collectively, the “Real Property”) constitute all interests in real property currently owned or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use Obligations of the buildings located on Canadian Credit Parties may be governed by the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations which would not reasonably laws of Canada and opinions with respect to Canadian matters may be expected to have a Material Adverse Effectrequired.

Real Property. (a) Section 4.9(a) Schedule 5.25 sets forth a list, as of the Disclosure Schedule lists all Agreement Date, of the Parent’s and Buyer’s owned real property and interests therein leased real property. Parent or Buyer, as applicable, has good and valid title to all of its owned by any Acquired Entity or included in real property as of the Foreign Assets (with all easements Agreement Date and other rights appurtenant to such property, the “Owned Real Property”) and, relative to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple valid title to the applicable parcel leasehold estate (as lessee or sublessee) in all of Owned Real Propertyits leased real property set forth on Schedule 5.25, in each case free and clear of any all Liens, except for Permitted LiensLiens and except for: (i) Liens that secure Debt that is reflected on the consolidated balance sheet of Parent and its subsidiaries included in Parent’s annual report on Form 10-K for the fiscal year ended December 31, 2014; (ii) zoning, building and other generally applicable land use restrictions; and (iii) Liens that have been placed by a third party on the fee title of real property constituting Parent’s leased real property or real property over which Parent has easement rights, and subordination or similar agreements relating thereto. (b) Section 4.9(b) of the Disclosure Schedule lists all of the All leases and subleases for Parent’s or Buyer’s leased real property under which Parent or Buyer is a lessee or sublessee are in full force and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries effect and are enforceable, in all material respects, in accordance with respect their respective terms, subject to the Foreign Assets (the “Leased Real Property”). For each item Bankruptcy and Equity Exception, and no written notices of Leased Real Property, Section 4.9(b) of the Disclosure Schedule lists the material default under any such lease or subleasesublease have been sent or received by Parent, pursuant to which Buyer or their respective Affiliates during the applicable Acquired Entity holds a possessory interest in period from January 1, 2012 through the Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion of the Leased Real PropertyAgreement Date. (c) The Owned Real Property and the Leased Real Property (collectivelyNone of Parent, the “Real Property”) constitute all interests in real property currently Buyer or their respective Affiliates has received any written notice from any Government Authority asserting any violation or alleged violation of applicable Laws with respect to any of Parent’s of Buyer’s owned or leased in connection with the Acquired Business. No Acquired Entity has received written notice properties that the location, construction, occupancy, operation or use remains uncured as of the buildings located on the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations which Agreement Date and that would not reasonably be expected to have a Buyer Material Adverse Effect. (d) None of Parent, Buyer or their respective Affiliates has received written notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of such buildings or premises or any access thereto, and to the Knowledge of Parent no such proceedings are contemplated or (y) any special assessment or pending improvement liens to be made by any Government Authority which could materially and adversely affect any of such buildings or premises. (e) Notwithstanding anything in this Agreement to the contrary, the representations and warranties made by Parent and Buyer in this Section 5.25 are the sole and exclusive representations and warranties made regarding Parent’s or Buyer’s owned or leased properties or any other real property matters pertaining to Parent or Buyer.

Real Property. (a) Section 4.9(a2.9(a) of the Remainco Disclosure Schedule lists all Letter sets forth as of the real property date hereof the address, fee owner and interests therein owned by any Acquired Entity or included in the Foreign Assets (with description of use of all easements and other rights appurtenant to such property, the “Spinco Owned Real Property”. With respect to the Spinco Owned Real Property: (i) and, relative the Spinco Companies have good and marketable title to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Spinco Owned Real Property; (ii) other than the Spinco Companies, no Person has the right to use or occupy any Spinco Owned Real Property, free or any material portion thereof; (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase any Spinco Owned Real Property or any material portion thereof or interest therein; and clear (iv) to the Knowledge of Remainco, there are no condemnation proceedings pending, threatened or proposed against any Spinco Owned Real Property and, to the Knowledge of Remainco, there is no existing plan or study by any Governmental Body or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any Liens, except Permitted LiensSpinco Owned Real Property. (b) Section 4.9(b2.9(b) of the Remainco Disclosure Schedule lists Letter sets forth as of the date hereof an accurate list of each lease or other agreement pursuant to which any of the Spinco Companies leases or uses (or intends to lease or use upon the Spinco Contribution) real property from any other Person for annual base rent payments in excess of $1,000,000 (all of such real property leased or used by the Spinco Companies pursuant to the real property leases or other agreements identified or required to be identified in Section 2.9(b) of the Remainco Disclosure Letter, including all buildings, structures, fixtures and interests therein other improvements leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect thereunder, is referred to the Foreign Assets (as the “Spinco Leased Real Property”). For After giving effect to the Contemplated Transactions described in or contemplated by the Separation Agreement and the Real Estate Matters Agreement, each item of the leases or other agreements relating to the Spinco Leased Real Property will be as of the Closing (i) a valid and subsisting leasehold interest, or valid right to use, of one of the Spinco Companies; (ii) a valid and binding obligation of such Spinco Company free of Encumbrances (other than Permitted Encumbrances); and (iii) enforceable by and against such Spinco Company in accordance with its terms, except as individually or in the aggregate, would not reasonably be expected to be material to the Spinco Business. To the Knowledge of Remainco, there are no condemnation proceedings pending, threatened or proposed against any Spinco Leased Real Property and, to the Knowledge of Remainco, there is no existing plan or study by any Governmental Body or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any Spinco Leased Real Property, . Section 4.9(b2.9(b) of the Remainco Disclosure Schedule lists Letter contains an accurate and complete list of all material subleases, occupancy agreements and other Contracts granting to any Person (other than any Spinco Company) a right of use or occupancy of any of the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the Spinco Leased Real Property and all in effect as of the date of this Agreement. There are no material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity disputes with respect to each item of Leased Real Property is held free and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned lease or other agreement for any Lease covering, any portion of the Spinco Leased Real Property. (c) The Owned Real Property . None of the Spinco Companies, nor, to the Knowledge of Remainco, any other party to any such lease or other agreement is in breach or default under such lease or other agreement, and no event has occurred or failed to occur or circumstance exists which, with the Leased Real Property (collectivelydelivery of notice, the “Real Property”) passage of time or both, would constitute all interests in real property currently owned such a breach or leased in connection with default, or permit the Acquired Business. No Acquired Entity has received written notice that the locationtermination, construction, occupancy, operation modification or use acceleration of the buildings located on the Real Property violates any restrictive covenant rent under such lease or deed restriction recorded against such Real Property or any other Lawsagreement, except for such violations which as individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Spinco Business.

Real Property. Seller does not own any real property. The Seller Parties have delivered to Buyer a correct and complete copy of each lease (a) Section 4.9(a) or a summary of the Disclosure Schedule lists all material terms of the real property and interests therein owned by any Acquired Entity lease, if oral), including amendments, waivers, or included in the Foreign Assets (with all easements and other rights appurtenant changes thereto, relating to such property, the “Owned Real Property”) and, relative to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Real Property, free and clear of any Liens, except Permitted Liens. (b) Section 4.9(b) of the Disclosure Schedule lists all of the real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets (the “Leased Real Property”). For each item of Leased Real Property, Section 4.9(b) of the Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease,” and collectively, the “Leases”). The leasehold Leased Real Property and the Leases comprise all leased real property interests and Contracts related thereto used in the conduct of the Business. With respect to each Lease: (i) except as set forth on Schedule 5.24, all leased buildings and improvements and all leased fixtures are held under such Lease; (ii) subject to the Enforceability Exceptions, such Lease is in full force and effect and a valid instrument enforceable against Seller, and the other party thereto, in each case in accordance with its terms, (iii) all rents, required deposits, additional rent and payments due as of the Closing Date pursuant to such Lease have been paid in full, (iv) there is no existing default by Seller or, to Seller Parties’ Knowledge, by the lessor under such Lease, (v) Seller has not received any notice that it is in default under such Lease, (vi) to Seller Parties’ Knowledge, no party other than Seller and the identified lessor have any interest in the Leased Real Property, and (vii) except as set forth on Schedule 5.3, no Consent is required to be obtained by Seller pursuant to any Lease in connection with the consummation of an Acquired Entity the Transactions. Except for the Leases and as set forth on Schedule 5.24, Seller has not entered into any leases or subleases or granted any rights of first refusal, rights of reverter, options to purchase or rights of occupancy with respect to each item of the Leased Real Property. To Seller Parties’ Knowledge, the Leased Real Property is held free validly zoned for its current use and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, occupancy by Seller under the applicable zoning codes and has not assigned any Lease covering, any portion urban renewal plans and Seller’s current use of the Leased Real Property is in compliance therewith. To Seller Parties’ Knowledge, there are no pending or threatened condemnations, planned public improvements, annexations, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Real Property. (c) The Owned Real Property . All of the buildings, material fixtures and other improvements and building systems situated within the Leased Real Property (collectivelyare in operating condition, reasonable wear and tear excepted, and, if required to be maintained by Seller under the “Real Property”) constitute all interests applicable lease, have been maintained in real property currently owned or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use ordinary course of the buildings located on the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations which would not reasonably be expected to have a Material Adverse Effectbusiness.

Real Property. (a) Section 4.9(a) Each of UBNC and the Disclosure Schedule lists all of the real property UBNC Subsidiaries has good and interests therein owned by any Acquired Entity or included in the Foreign Assets (with all easements and other rights appurtenant to such property, the “Owned Real Property”) and, relative to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Real Propertymarketable title, free and clear of any all Liens, to all material real property owned by such entity (the “Owned Properties”), except Permitted Liensfor (i) Liens that do not materially detract from the present use of such real property or otherwise materially impair business operations at such properties, (ii) statutory Liens securing payments not yet due and (iii) Liens for real property Taxes not yet due and payable. (b) A true and complete copy of each agreement pursuant to which UBNC or any of the UBNC Subsidiaries leases any real property (such agreements, together with any amendments, modifications and other supplements thereto, collectively, the “Leases”), has heretofore been made available to FNB. Assuming due authorization, execution and delivery by the counterparty thereto, each Lease is valid, binding and enforceable against UBNC or the UBNC Subsidiary party thereto, as the case may be, and, to the knowledge of UBNC, against any other party thereto, in accordance with its terms and is in full force and effect, except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. There is not under any such Lease any material existing default by UBNC or any of the UBNC Subsidiaries or, to the knowledge of UBNC, any other party thereto, or any event which with notice or lapse of time or both would constitute such a default. The consummation of the transactions this Agreement contemplates will not cause any default under the Leases, provided the consents and notices disclosed in Section 4.9(b3.17(b) of the UBNC Disclosure Schedule lists all of the real property and interests therein leased have been obtained or subleased by made, except for any Acquired Entity such default which would not, individually or by the Retained Subsidiaries with respect to the Foreign Assets (the “Leased Real Property”). For each item of Leased Real Property, Section 4.9(b) of the Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property and all material amendmentsaggregate, renewals, or extensions thereto (each, have a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion of the Leased Real PropertyMaterial Adverse Effect on UBNC. (c) The Owned Real Property Properties and the Leased Real Property properties leased pursuant to the Leases (collectively, the “Real PropertyLeased Properties”) constitute all interests in real property currently owned or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use of the buildings located real estate on which UBNC and the Real Property violates any restrictive covenant UBNC Subsidiaries maintain their facilities or deed restriction recorded against such Real Property or any other Lawsconduct their business as of the date of this Agreement, except for such violations locations the loss of which would not reasonably be expected to have result in a Material Adverse EffectEffect on UBNC. (d) Neither UBNC nor any Subsidiary of UBNC leases any real property to a third party.

Real Property. Seller does not own any real property or possess any interest in real property, except for its leasehold interest in the Real Property pursuant to the Ground Lease and the leaseholds created under the Real Property Leases identified in Schedule 1.1.1 (a) Section 4.9(aSaid Schedule 1.1.1 (a) contains an accurate and complete description of the Disclosure Schedule lists all monthly rental rate under each such Real Property Lease, the termination date thereof, and extension periods thereunder. Except for the members and guests, no person has any right to occupy any part of the real property and interests therein owned by any Acquired Entity or included in the Foreign Assets (with all easements and other rights appurtenant to such property, the “Owned Real Property”) and, relative to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Real Property, free and clear of any LiensClub, except Permitted Liens. for those subtenants, if any, identified in Schedule 1.1.1(a) (b) Section 4.9(b) of the Disclosure Schedule lists all of the real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets (the “Leased Real Property”). For each item of Leased Real Propertywhich, Section 4.9(b) of the Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item such sublease, identifies the monthly rental rate payable thereunder, the termination date thereof, extension periods, if any, thereunder and the use thereunder by the subtenant). The Club enjoys peaceful and undisturbed possession of Leased the premises covered by the Ground Lease and each Real Property is held free Lease, which premises are supplied with utilities and clear of other services reasonably necessary for the operation thereof. Except as otherwise disclosed in Schedule 1.1.1(a), (a) the Ground Lease and all such Real Property Leases and subleases are legally valid and binding and are in full force and effect; (b) there have not been and there currently are not any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned material defaults thereunder by Seller or by any Lease covering, any portion of the Leased Real Property. other party thereto; (c) The Owned Real Property and no event has occurred which (whether with or without notice, lapse of time or the Leased Real Property happening or occurrence of any other event) would constitute a default thereunder entitling the landlord or tenant (collectively, as the “Real Property”case may be) constitute all interests in real property currently owned or leased in connection with any other party to terminate the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use of the buildings located on the Real Property violates Ground Lease and/or any restrictive covenant or deed restriction recorded against such Real Property Lease or any other Lawssublease, except for and (d) the Real Property, all Improvements thereon and the uses thereof that are the subject of the Ground Lease and/or such violations which would not reasonably be expected to have a Material Adverse Effect.Real Property Leases or subleases conform with all applicable ordinances, regulations and building,

Real Property. (a) Section 4.9(a) Neither the Company nor any of the Disclosure Schedule lists all of the its Subsidiaries owns any real property and interests therein owned by any Acquired Entity or included in the Foreign Assets (with all easements and other rights appurtenant to such property, the “Owned Real Property”) and, relative to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Real Property, free and clear of any Liens, except Permitted Liens. (b) Section 4.9(b3.15(b) of the Disclosure Schedule lists Letter sets forth a true, correct and complete list of all leases, subleases and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets (the “Leased Real Property”). For each item of Leased Real Property, Section 4.9(b) of the Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “LeaseLeases”). The Company has heretofore delivered to Parent true, correct and complete copies of all Real Property Leases (including all modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder exists under any Real Property Lease. The Company and each of its Subsidiaries has a good and valid leasehold interest in each parcel of an Acquired Entity with respect to each item of Leased Real Property is held real property leased by it free and clear of any Liensall mortgages, pledges, liens, encumbrances and security interests, except Permitted Liens(i) those reflected or reserved against in the balance sheet of the Company as of December 31, 2009 and included in the Company SEC Reports, (ii) Taxes and general and special assessments not in default and payable without penalty and interest and (iii) other liens, mortgages, pledges, encumbrances and security interests which do not materially interfere with the Company’s use and enjoyment of such real property or materially detract from or diminish the value thereof. No Acquired Entity is a sublessor ofNeither the Company nor any of its Subsidiaries has received notice of any pending, and has not assigned any Lease covering, any portion to the knowledge of the Leased Real Property. (c) The Owned Real Property and the Leased Real Property (collectivelyCompany there is no threatened, the “Real Property”) constitute all interests in real condemnation with respect to any property currently owned or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use pursuant to any of the buildings located on the Real Property violates any restrictive covenant Leases. The Company and each of its Subsidiaries has sufficient title to or deed restriction recorded against such Real Property or any other Laws, except for such violations which would not reasonably be expected interest in all other assets necessary to have a Material Adverse Effectconduct its business as currently conducted.

Real Property. (a) Section 4.9(a) of the Disclosure Schedule lists all of the The Company does not own any real property and interests therein owned by any Acquired Entity or included in the Foreign Assets (with all easements and other rights appurtenant to such property, the “Owned Real Property”) and, relative to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Real Property, free and clear of any Liens, except Permitted Liens. (b) Section 4.9(b4.13(b) of the Company Disclosure Schedule lists sets forth the address or legal description of all of the real property leasehold, subleasehold, or licensed estates (other than Network Real Property and interests therein leased or subleased by any Acquired Entity or Easement Real Property) held by the Retained Subsidiaries with respect to the Foreign Assets Company (the “Leased Real Property”). For each item of Leased Real Property, pursuant to those leases, subleases, licenses or other occupancy agreements described on Section 4.9(b4.13(b) of the Company Disclosure Schedule lists the lease or sublease(together with all amendments, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property and all material amendmentsextensions, renewals, or extensions thereto (eachguaranties and other agreements with respect thereto, a the “LeaseReal Property Leases”). The leasehold interest Company is in compliance, in all material respects, and during the past three (3) years has been in compliance, in all material respects, with all of an Acquired Entity the Real Property Leases with respect all of the Real Property Leases. No material default on the part of the Company, or, to each item the Knowledge of the Sellers, any other party thereto exists under any Real Property Lease, and, to the Knowledge of the Sellers, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a material breach or material default under any such Real Property Lease. The Company has not assigned, transferred, subleased, licensed or otherwise granted any Person (other than pursuant to Permitted Liens or Liens related to Closing Date Indebtedness) the right to use or occupy any Leased Real Property is held free and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, or any portion thereof. A true and complete copy of all Real Property Leases, including amendments and modifications thereto, has been made available to Purchaser. The Company has the right to possession and quiet enjoyment of all the real property described in Section 4.13(b) of the Leased Company Disclosure Schedule as set forth in each Real PropertyProperty Lease. (c) Section 4.13(c) of the Company Disclosure Schedule sets forth the Easement Real Property. The Owned Company possesses valid easement, right-of-way, permit or license interests in and to the Easement Real Property, in each case free and clear of all Liens, except for Permitted Liens or Liens related to Closing Date Indebtedness. The Company is in compliance, in all material respects, and during the past three (3) years has been in compliance, in all material respects, with each easement, right-of-way, permit or license interest in and to the Easement Real Property. A true and complete copy of each easement, right-of-way, permit or license interest in and to the Easement Real Property, including amendments and modifications thereto, has been made available to Purchaser. Exh. 2.1-23 (d) Section 4.13(d) of the Company Disclosure Schedule sets forth the Network Real Property. The Company possesses valid easement, right-of-way, permit, or license interests in and to the Network Real Property, in each case free and clear of all Liens, except for Permitted Liens or Liens related to Closing Date Indebtedness. The Company is in compliance, in all material respects, and during the past three (3) years has been in compliance, in all material respects, with each easement, right-of-way, permit or license interest in and to the Network Real Property. A true and complete copy of each easement, right-of-way, permit or license interest in and to the Network Real Property, including amendments and modifications thereto, has been made available to Purchaser. (e) The Company’s interests in the Real Property and the Leased Real Property (collectively, the “Real Property”) constitute comprise all interests of the Company in real property currently owned or leased in connection with that are required for the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use of the buildings located Business except to the extent the lack thereof would not have a material effect on the Company. All buildings, structures, improvements, fixtures, equipment, and building systems, and all components thereof, included on or at the Real Property violates are in good condition and repair, reasonable wear and tear excepted, and sufficient for the operation of the Business and the Network. There is no condemnation, expropriation, or other proceeding in eminent domain pending or, to the Knowledge of the Sellers, threatened, affecting any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations which would not reasonably be expected to have a Material Adverse Effectportion thereof or interest therein.

Real Property. (a) The Company does not own any real property. Section 4.9(a3.13(a) of the Disclosure Schedule lists sets forth a complete list and description of all of the real property and interests therein owned by any Acquired Entity or included in the Foreign Assets (with all easements and other rights appurtenant to such property, the “Owned Real Property”) and, relative to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Real Property, free and clear of any Liens, except Permitted Liens. (b) Section 4.9(b) of the Disclosure Schedule lists all of the real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets (the “Leased Real Property”). For each item of Leased Real Property, Section 4.9(b) including the address of the Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the each parcel of Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion the identity of the Leased Real Property. (c) The Owned Real Property lessor, lessee and the any sublessee of each such parcel of Leased Real Property (collectively, the “Real PropertyProperty Leases”). Seller has provided or otherwise made available to Buyer true, correct and complete copies of each of the Real Property Leases. The Company’s interests in the Leased Real Property listed on Section 3.13(a) constitute of the Disclosure Schedule pursuant to the Real Property Leases constitutes all interests in real property currently owned used or leased currently held for use in connection with the Acquired Business. No Acquired Entity has received written notice that , no other interests in real property are necessary for the location, construction, occupancy, continued operation or use of the buildings located on Business as it is currently conducted, and the Company does not own or possess any other interests in real property. (b) The Company has, and after Closing will continue to have, a valid and binding leasehold interest in the Leased Real Property pursuant to the Real Property violates Leases, in full force and effect and enforceable in accordance with the terms thereof, subject to (i) no Encumbrances other than Permitted Encumbrances, and (ii) applicable bankruptcy, insolvency, reorganization, moratorium and similar Applicable Laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Each of the Real Property Leases is in full force and effect, and the Company has not received or given any restrictive covenant notice of any default or deed restriction recorded event that with notice or lapse of time, or both, would constitute a default by the Company under any of the Real Property Leases and neither the Company nor, to Seller’s Knowledge, any other party is in default thereof. To Seller’s Knowledge, no event has occurred that remains continuing, and no condition or circumstance exists, in each case that with notice or lapse of time, or both, would constitute any such default, and to Seller’s Knowledge, no party to the Real Property Leases has exercised any termination rights with respect thereto. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (with notice or lapse of time, or both) impair the enforceability of any Real Property Lease, or constitute a default thereunder, provided all of the required landlord consents, and if applicable, landlord’s lender’s required consents, under each Real Property Lease are obtained and are in effect as of the Closing Date. (c) There are no condemnation or appropriation proceedings pending or, to Seller’s Knowledge, threatened against such any of the Leased Real Property, any interest therein, or any improvements located thereon. (d) There are no options, rights of first refusal, preferential purchase rights, or similar rights in effect to purchase (i) any interests of the Company in the Leased Real Property or in the Real Property Leases or (ii) to Seller’s Knowledge, the interests of any other Person in any of the Leased Real Property. (e) Except as set forth in Section 3.13(e) of the Disclosure Schedule, there are no subleases, licenses or other agreements by, through, or under the Company granting other parties the right to use or occupy the Leased Real Property or any other Laws, except for such violations which would portion thereof that are not reasonably be expected to have a Material Adverse Effectterminable on sixty (60) days’ notice without fee or penalty.

Real Property. (a) Section 4.9(a) Except as set forth on Schedule 5.19(a), neither the Company nor any of the Disclosure Acquired Company Subsidiaries owns or has ever owned any direct, indirect or beneficial interest in real property. Schedule lists 5.19 (a) sets forth a true and complete listing, as of the date hereof, of all real estate Leases to which the Company or any Acquired Company Subsidiary is a party and setting forth the address, the 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 and interests therein owned is used exclusively by the Acquired Company Subsidiaries or is shared with other businesses operated by any Acquired Entity Seller or included any Affiliates of any Seller for each Lease. The Company has delivered to Buyer correct and complete copies of the Leases (as amended or supplemented). Each Lease is legal, valid, binding, in full force and effect, has not been modified or amended, and enforceable in accordance with its respective terms against the Foreign Assets (with all easements and other rights appurtenant to such property, the “Owned Real Property”) and, relative to each such property or interestCompany, the Acquired Entity that owns itCompany Subsidiaries or their Affiliates party thereto and, to the Knowledge of the Company, against the other parties thereto. (b) Each Lease grants the tenant under the Lease the exclusive right to use and occupy the premises and rights demised and intended to be demised thereunder. The applicable Acquired Entity or Retained Subsidiary holds fee simple tenant in each Lease has good and valid title to the applicable parcel of Owned Real Property, leasehold estate under its respective Leases free and clear of any LiensEncumbrances, except Permitted Liensother than obligations under such Lease. The Company and the Acquired Company Subsidiaries have the right to quiet enjoyment of all material property leased by any of them for the full term of each such Lease (or any renewal option) relating thereto. (bc) Section 4.9(b) of Neither the Disclosure Schedule lists all of the real property and interests therein leased or subleased by Company nor any Acquired Entity Company Subsidiary has given or by received any notification that disputes the Retained Subsidiaries with respect computation of rents or charges payable pursuant to the Foreign Assets Leases and there are no pending unresolved material disputes with any landlord under the Leases. (the “Leased Real Property”). For each item of Leased Real Property, Section 4.9(bd) of the Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, There are no subtenants occupying any portion of the Leased Real PropertyProperties, and except for the Company and any Acquired Company Subsidiary, no other person or entity has any right to occupy or possess any portion of the Leased Real Properties. None of the Company's or any Acquired Company Subsidiary's interest in any of the Leased Real Properties have been pledged, assigned, hypothecated, mortgaged, or otherwise encumbered in any manner. (ce) The Owned Real Property No written waiver, indulgence or postponement of the applicable landlord's obligations under any Lease has been granted by the Company or any Acquired Company Subsidiary. Neither the Company nor any Acquired Company Subsidiary is entitled to any free rent or similar concession and no rent has been prepaid for more than one month in advance and neither the Company nor any Acquired Company Subsidiary 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 the Company, any Acquired Company Subsidiary and/or any landlord pursuant to any Lease, remains to be performed thereunder and all construction allowances to be paid to the Company or any Acquired Company Subsidiary or any other sums to be paid to outside contractors or other third parties for work performed at any of the Leased Real Property Properties has been paid in full. (collectivelyg) Except as set forth in Schedule 5.19(g), neither the “Real Property”) constitute all interests in real property currently owned Company nor any Acquired Company Subsidiary has vacated or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use abandoned any of the buildings located on Leased Real Properties, or given notice of its intent to do the same. Except as set forth in Schedule 5.19(g), neither the Company nor any Acquired Company Subsidiary has the right or option to purchase or otherwise acquire any of the Leased Real Property violates any restrictive covenant or deed restriction recorded against such Real Property Properties. Except as set forth in Schedule 5.19(g), neither the Company or any other LawsAcquired Company Subsidiary has given notice to any landlord indicating that it will or will not exercise any extension or renewal option, except for such violations which would not reasonably be expected or any right or option to have a Material Adverse Effectpurchase any of the Leased Real Properties or any portion thereof.

Real Property. (a) Section 4.9(aThe Sellers do not own any real property. Schedule 5.10(a) contains a true and correct description of all leases, licenses, permits, subleases, and occupancy agreements or arrangements, together with any amendments thereto effective as of immediately prior to the Disclosure Schedule lists all of the real property and interests therein owned by any Acquired Entity or included in the Foreign Assets Closing (with all easements and other rights appurtenant to such property, the “Owned Real PropertyProperty Leases”) and), relative to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Real Property, free and clear of any Liens, except Permitted Liens. (b) Section 4.9(b) of the Disclosure Schedule lists all of the real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets all real property used, occupied or held for use in connection with any Business (the “Leased Real Property”). For Effective as of the Closing, each item of such Real Property Leases has been terminated in accordance with its terms, and the Sellers do not have any rights or obligations with respect to the Leased Real Property. True, Section 4.9(b) complete and accurate copies of the Disclosure Real Property Leases and evidence of their termination have been delivered to the Purchasers. Except as set forth on Schedule lists 5.10(a), no Person has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered its interest under any Real Property Lease, or subleased all or any part of the lease space demised thereby, or subleasegranted any right to the possession, pursuant use, occupancy or enjoyment of any Leased Real Property. No option has been exercised under any of such Real Property Leases, except options whose exercise has been evidenced by a written document, a true, complete and accurate copy of which has been delivered to the Purchasers with the corresponding Real Property Lease. Neither the Sellers nor, to the Knowledge of the Sellers, any of the other parties to any of the Real Property Leases is in default under any of the Real Property Leases, and no amount due under any of the Real Property Leases remains unpaid, no controversy, claim, dispute or disagreement exists between any of the parties to any of the Real Property Leases, and no event has occurred which with the applicable Acquired Entity holds passage of time or giving of notice, or both, would constitute a possessory interest default under any of the Real Property Leases. (b) The Leased Real Property constitutes all of the land, buildings, structures, improvements, fixtures and other interests and rights in real property that are used or occupied by the Sellers in connection with the Businesses. The Leased Real Property has access to public roads and to all utilities necessary for the operation of the Businesses as now conducted and proposed to be conducted. There is no pending or, to the Knowledge of the Sellers, threatened condemnation of any part of the Leased Real Property by any Governmental Body. The Sellers have not received any notice from any utility company or municipality of any fact or condition which could result in the discontinuation of presently available or otherwise necessary sewer, water, electric, gas telephone or other utilities or services for the Leased Real Property. All public utilities required for the operation of the Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest necessary for the conduct of an Acquired Entity with respect to each item of Leased Real Property is held free the Businesses are installed and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor ofoperating, and has not assigned any Lease coveringall installation and connection charges, any portion to the Knowledge of the Sellers, are paid in full. Effective as of immediately prior to the Closing, the Sellers are in sole possession of the Leased Real Property. (c) The Owned Real Property and To the Knowledge of the Sellers, there are no encroachments upon any of the parcels comprising the Leased Real Property (collectivelyother than such encroachments as would not affect the usability of the Leased Real Property) and no portion of any improvement encroaches upon any property not included within the Leased Real Property or upon the area of any easement affecting the Leased Real Property. (d) To the Knowledge of the Sellers, the “Leased Real Property”Property and fixtures and improvements thereon are in good operating condition without structural defects. All mechanical and other building systems located on the Leased Real Property are (i) in good operating condition, and no condition exists requiring material repairs, alterations or corrections, and (ii) suitable, sufficient and appropriate in all respects for their current and contemplated uses. None of the improvements located on the Leased Real Property or uses being made of the Leased Real Property constitute all interests in real property currently owned a legal non-conforming use or leased in connection otherwise require any special dispensation, variance or special permit under any Law. (e) To the Knowledge of the Sellers, the Leased Real Property is not subject to zoning, use or building code restrictions that would prohibit, and no state of facts exists with respect to the Acquired Business. No Acquired Entity has received written notice Leased Real Property that would prevent, the location, construction, occupancy, operation continued leasing or use of the buildings located on the such Leased Real Property violates any restrictive covenant in the Businesses as now conducted or deed restriction recorded against such Real Property proposed to be conducted. Without limiting the foregoing, to the Knowledge of the Sellers, there is no pending or proposed Legal Proceeding to change or redefine the zoning classification of all or any other Laws, except for such violations which would not reasonably be expected to have a Material Adverse Effectportion of any of the Leased Real Property.

Real Property. The Issuer owns (and never has owned), and has no interest in (other than leasehold interests in Leased Real Property), any real property. Schedule 4.21 sets forth each parcel of Leased Real Property and identifies (a) Section 4.9(a) the street address of the Disclosure Schedule lists all of the real property and interests therein owned by any Acquired Entity or included in the Foreign Assets (with all easements and other rights appurtenant to such property, the “Owned Real Property”) and, relative to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Leased Real Property, (b) each lease, license, (i) The Leases and the Ancillary Lease Documents are valid, binding, enforceable and in full force and effect and have not been modified or amended except as disclosed on Schedule 4.21, and the applicable Issuer Party holds a valid and existing leasehold interest under each such Lease free and clear of any Liens, Liens except Permitted Liens. (b) Section 4.9(b) of . The Leases and the Disclosure Schedule lists Ancillary Lease Documents constitute all of the agreements under which any Issuer Party holds a leasehold or subleasehold interest in, or otherwise occupies or uses, any real property, and the Leased Real Property constitutes all interests in real property currently used in connection with the Business; (ii) No Issuer Party has assigned, transferred, subleased, licensed, conveyed, mortgaged, deeded in trust or encumbered any of its rights or interests in the leasehold or subleasehold under any of the Leases or granted occupancy rights in any parcel or portion of any parcel of Leased Real Property to any other Person; (iii) Each Issuer Party is in peaceful and interests therein leased undisturbed possession of each parcel of Leased Real Property that it occupies, and there are no contractual or subleased by legal restrictions that preclude or restrict in any Acquired Entity material respect the ability to use the Leased Real Property for the purposes for which it is currently being used. Each Issuer Party has utilities required or by appropriate for the Retained Subsidiaries with respect to use, occupancy, operation and maintenance of each parcel of Leased Real Property for the Foreign Assets (conduct of such Issuer Party’s business as it currently is conducted thereon. To the “knowledge of the Issuer Parties, there are no material latent defects or material adverse physical conditions affecting the Leased Real Property or any of the facilities, buildings, structures, erections, improvements, fixtures, fixed assets and personalty of a permanent nature annexed, affixed or attached to, located on or forming part of the Leased Real Property; (iv) With respect to each of the Leases to which it is a party which also benefit the Issuer, no Issuer Party has exercised or given any notice of exercise, nor has any lessor or landlord exercised or received any notice of exercise, of any option, right of first offer or right of first refusal contained in any such Lease, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation (collectively, “Lease Options”). For each item ) and the consummation of the Transactions will not result in the loss or forfeiture of any Lease Options; (v) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the knowledge of the Issuer Parties, threatened in writing against any Leased Real Property, Section 4.9(bProperty used by the Issuer; (vi) To the knowledge of the Disclosure Schedule lists the lease or subleaseIssuer Parties, pursuant to which the applicable Acquired Entity holds a possessory interest in all improvements on the Leased Real Property and all of the current uses and conditions thereof are in compliance in all material amendmentsrespects with all applicable site plan approvals, renewals, zoning or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear of subdivision regulations or urban redevelopment plans as modified by any Liens, except Permitted Liens. No Acquired Entity is a sublessor ofduly issued variances, and has not assigned any Lease coveringthe buildings, any portion of improvements, doors, siding, concrete, asphalt, heating, ventilating, plumbing, drainage, electrical and air conditioning systems and all other systems located upon the Leased Real Property. (c) The Owned Real Property and the Leased Real Property (collectively, the “Real Property”) constitute all interests in real property currently owned or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use of the buildings located on the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations which would not reasonably be expected to have a Material Adverse Effect.Real

Real Property. (a) a. Seller does not own and has never owned any interest in any real property in connection with the conduct of the Business. b. Section 4.9(a3.16(b) of the Disclosure Schedule lists contains a complete and accurate list of: (i) all real property leased, subleased, licensed or otherwise used, operated or occupied by Seller (whether as tenant, subtenant or pursuant to other occupancy arrangements) and used in or necessary for the conduct of the real property Business (collectively, including the buildings, improvements and interests therein owned by any Acquired Entity or included in the Foreign Assets (with all easements and other rights appurtenant to such propertyfixtures located thereon, the “Owned Real Property”) and, relative to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Real Property, free and clear of any Liens, except Permitted Liens. (b) Section 4.9(b) of the Disclosure Schedule lists all of the real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets (the “Leased Real Property”). For , including the street address of each item of Leased Real Property, Section 4.9(b; and (ii) of the Disclosure Schedule lists the lease or sublease, each Contract pursuant to which the applicable Acquired Entity Seller holds a possessory interest in the any Leased Real Property and all material amendmentsas landlord, renewalssublandlord, tenant, subtenant, occupant or extensions thereto otherwise (each, a “Real Property Lease”), including all currently effective amendments and modifications thereto. c. Seller holds a valid leasehold or subleasehold interest in (or a valid right to use and occupy), and enjoys peaceful and undisturbed possession of, each Leased Real Property, in each case free and clear of all Liens other than Permitted Liens. d. Except as set forth on Schedule 3.15(d), all rent (including base rent and additional rent) payable under each Real Property Lease has been paid to date. The leasehold interest of an Acquired Entity No security deposit or portion thereof deposited with respect to each item any Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been redeposited in full. e. Seller has not assigned, subleased, mortgaged, deeded in trust or otherwise transferred or encumbered any Real Property Lease or Leased Real Property or any interest therein. f. Each Leased Real Property is held free adequately served by proper utilities and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor ofother building services necessary for its current use, and has not assigned all of the buildings and structures located at the Leased Real Property are structurally sound with no material defects and are in good operating condition. g. No condemnation, eminent domain or taking proceeding is pending or, to the Knowledge of Seller, threatened that affects any Lease covering, any portion Leased Real Property. None of the Leased Real Property. (c) The Owned Real Property and the Leased Real Property (collectively, the “Real Property”) constitute all interests in real property currently owned or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use of the buildings located on the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations which would not reasonably be expected to have portion thereof is located in a Material Adverse Effectflood hazard area (as defined by the Federal Emergency Management Agency).

Real Property. (a) Section 4.9(a) Neither BCG nor any Subsidiary of BCG owns any real property. Schedule 5.18 of the Disclosure Schedule lists all BCG Schedules contains a true, correct and complete list, as of the date of this Agreement, of (i) all real property and interests therein in real property owned in fee by any Acquired Entity or included in the Foreign Assets BCG Group (with all easements and other rights appurtenant to such property, the “Owned Real Property”) andand (ii) all Leased Real Property. BCG has made available to Avalon true, relative correct and complete copies of (i) all deeds and available title reports and surveys for the Owned Real Property and (ii) the material Contracts pursuant to each such property which BCG or interest, any of its Subsidiaries occupy (or have been granted an option to occupy) the Acquired Entity that owns it. The applicable Acquired Entity Leased Real Property or Retained Subsidiary holds fee simple title is otherwise a party with respect to the applicable parcel Leased Real Property (the “Leases”). Except as would not be material to BCG and its Subsidiaries, taken as a whole, BCG or one of Owned 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. The BCG Group has good and marketable fee title to all Owned Real Property free and clear of any Liens, except Permitted Liens. (b) Section 4.9(b) of the Disclosure Schedule lists all of the real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets (the “Leased Real Property”). For each item of Leased Real Property, Section 4.9(b) of the Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear Liens of any Liensnature whatsoever, except Permitted Liens. No Acquired Entity is a sublessor of, With respect to each Lease and has not assigned any Lease covering, any portion of the Leased Real Property. (c) The Owned Real Property and the Leased Real Property (collectively, the “Real Property”) constitute all interests in real property currently owned or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use of the buildings located on the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations which as would not reasonably be expected to have constitute a BCG Material Adverse Effect, (i) such Lease is valid, binding and enforceable and in full force and effect against BCG or one of its Subsidiaries and, to the BCG Parties’ Knowledge, the other party thereto, subject to the Enforceability Exceptions, (ii) neither BCG nor one of its Subsidiaries has received or given any written notice of material default or material breach under any of the Leases; and (iii) there does not exist under any Lease any event or condition which, with notice or lapse of time or both, would become a material default by BCG or one of its Subsidiaries or, to the BCG Parties’ Knowledge, the other party thereto.

Real Property. (a) Section 4.9(aSchedule 3.13(a) of the Seller Disclosure Schedule lists all Letter sets forth (i) a list (including the physical address) of each parcel of Owned Real Property and (ii) the real property and interests therein owned by any Acquired Entity or included in Title Commitment (including the Foreign Assets (with all easements and other rights appurtenant applicable identifying commitment number) corresponding to each such property, the “parcel of Owned Real Property”. Prior to the date hereof, Seller has delivered to Purchaser a Title Commitment for each parcel of Owned Real Property, and the legal description set forth in each Title Commitment describes the entire parcel or parcels of Owned Real Property indicated on Schedule 3.13(a) and, relative to each as being covered by such property or interest, the Acquired Entity that owns itTitle Commitment in all material respects. The applicable Acquired Entity Real Property constitutes all interests in real property required for the operation of the Business as presently conducted. The Selling Subsidiaries or Retained Subsidiary holds the Conveyed Entities (as applicable) have good and marketable title in fee simple title (or its equivalent under applicable Law) to the applicable parcel of Owned Real Property, free and clear of all Liens other than Permitted Liens and Liens that will be released at or prior to the Closing. None of the Selling Subsidiaries or the Conveyed Entities have received any Liens, except Permitted Lienswritten notice from any insurance company that has issued a policy with respect to the Owned Real Property (or any structure or improvements situated thereon) requiring performance of any material structural or other repairs or alterations to the Real Property. (b) Section 4.9(bSchedule 3.13(b)(i) of the Seller Disclosure Schedule lists all Letter sets forth a list (including the address), as of the real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets (the “date hereof, of each parcel of Leased Real Property”). For True and complete descriptions of all Real Property Leases (including any exhibits, appendix, addenda, schedules, amendments and modifications thereto) are set forth on Schedule 3.13(b)(ii) of the Seller Disclosure Letter and true and correct copies of such Real Property Leases (and other documents) have been made available to Purchasers. The Selling Subsidiaries or the Conveyed Entities (as applicable) have a valid leasehold interest in each item parcel of Leased Real Property, Section 4.9(bfree and clear of all Liens other than Permitted Liens, and each such Real Property Lease is the valid, binding and enforceable (subject to the Enforceability Exceptions) obligation of the Disclosure Schedule lists Selling Subsidiaries or the lease Conveyed Entities in accordance with its terms. Each Real Property Lease is in full force and effect, and (i) none of the Selling Subsidiaries or subleasethe Conveyed Entities or, pursuant to which the applicable Acquired Entity holds Knowledge of Seller, any other party to any such Real Property Lease, have received or delivered written notice of a possessory interest default under any such Real Property Lease and (ii) none of the Selling Subsidiaries nor the Conveyed Entities (as applicable) or, to the Knowledge of Seller, any other Person, are in breach or violation of, or default under, any such Real Property Lease and no event has occurred and no circumstance exists which, if not remedied, would result in such a breach, violation or default thereunder (with or without notice or lapse of time, or both). None of the Selling Subsidiaries nor the Conveyed Entities, and, to the Knowledge of Seller, no other party to any Real Property Lease, have exercised any termination rights with respect thereto, and no such party has given written notice of any outstanding dispute with respect to any Real Property Lease. None of the Selling Subsidiaries nor the Conveyed Entities (as applicable) have received any written notice from any insurance company that has issued a policy with respect to the Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear requiring performance of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion of material structural or other repairs or alterations to the Leased Real Property. (c) The Owned Real Property and the Leased Real Property (collectively, the “Real Property”) constitute all interests in real property currently owned or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use of the buildings located on the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations which Except as would not reasonably be expected to be material to the Business, (i) the buildings, improvements and fixtures on the Real Property are in good operating condition and repair, ordinary wear and tear excepted, and (ii) with respect to Leased Real Property, all tenant improvement work required to be performed by landlord or tenant under each Real Property Lease has been completed in accordance with the terms of such Real Property Lease and accepted by either landlord or tenant, as the case may be, under the terms of such Real Property Lease. (d) The Selling Subsidiaries and the Conveyed Entities (as applicable) have sufficient rights of access with respect to all Real Property that are necessary for the conduct of the Business as presently conducted, and there are no pending or, to the Knowledge of Seller, threatened Actions by any Governmental Authority or any other Person to cancel, terminate or modify such rights of access. (e) Except as set forth in Schedule 3.13(e) and this Agreement and for Permitted Liens, (i) neither the Selling Subsidiaries nor any Conveyed Entity (as applicable) has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Real Property and (ii) neither the Selling Subsidiaries nor the Conveyed Entities (as applicable) are obligated under any option, right of first refusal or other contractual (or other) right or obligation to purchase, acquire, sell, assign, convey or dispose of all or any portion of or interest in the Owned Real Property. (f) Seller, each Selling Subsidiary and each Conveyed Entity and each parcel of Real Property (i) are now, and have been since September 30, 2013, in material compliance with all declarations of covenants, conditions or restrictions, restrictive covenants and reciprocal easement agreements, in each case affecting any Real Property, and (ii) have not received any written notice of any material breach, violation or default under any such declarations, agreements or easements. (g) There do not exist any actual or, to the Knowledge of Seller, threatened Actions by any Governmental Authority or Person to take, by condemnation or otherwise, any of the Real Property, and none of the Selling Subsidiaries or the Conveyed Entities (as applicable) have received any written notice of the intention of any Governmental Authority or other Person to take or use any Real Property or any part thereof or interest therein. (h) All buildings, structures and other improvements constituting a Material Adverse Effectpart of the Owned Real Property are supplied with utilities and other services necessary for the operation of such buildings, structures or other improvements in the ordinary course of Business. (i) None of the Selling Subsidiaries nor any Conveyed Entity (as applicable) has received any written notice of any increase in the current assessed valuation of any Owned Real Property, or any notice of any contemplated special assessment.

Real Property. (a) The NYSE Companies do not own any real property that is primarily used in the Transferred Operations. (b) Except as described in Section 4.9(a3.14(b) of the Disclosure Schedule, none of the NYSE Companies has received any notice of any material violation of any Law (including any building, planning or zoning law) relating to any of the Leased Real Property. NYSE Regulation has made available to NASD true, legible and complete copies of the lease for each Leased Real Property, together with all amendments, modifications, supplements, exhibits, schedules, side letters, addenda and restatements thereto and thereof. Except as described in Section 3.14(b) of the Disclosure Schedule, the NYSE Companies are in peaceful and undisturbed possession of each Leased Real Property, and there are no contractual or legal restrictions that preclude or restrict the ability to use the Leased Real Property for the purposes for which it is currently being used. To NYSE’s Knowledge, there are no material latent defects or material adverse physical conditions affecting the Leased Real Property. The NYSE Companies have not leased any portion of the Leased Real Property to any other Person and, to NYSE’s Knowledge, no other Person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, license, occupancy or other agreement, nor has any of the NYSE Companies assigned its interest under any lease for any of the Leased Real Property to any third party. (c) Section 3.14(c) of the Disclosure Schedule lists sets forth a true and complete list of all of the real property and interests therein owned by any Acquired Entity or included in the Foreign Assets (with all easements and other rights appurtenant to such property, the “Owned leases for each Leased Real Property”) and, relative . With respect to each such property or interestlease, the Acquired Entity NYSE Companies have not exercised or given any notice of exercise of, 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, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Real Property, free and clear of any Liens, except Permitted Liens. (b) Section 4.9(b) of the Disclosure Schedule lists all of the real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets (the “Leased Real Property”). For each item of Leased Real Property, Section 4.9(b) of the Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in affect the Leased Real Property and all material amendments(collectively, renewals, or extensions thereto (each, a “LeaseOptions”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear . (d) There are no condemnation proceedings or eminent domain proceedings of any Lienskind pending or, except Permitted Liens. No Acquired Entity is a sublessor ofto NYSE’s Knowledge, and has not assigned any Lease covering, any portion of threatened against the Leased Real Property. (ci) The Owned Real Property and To NYSE’s Knowledge, all the Leased Real Property is occupied under a valid and current certificate of occupancy or similar permit and (collectivelyii) the transactions contemplated by this Agreement and the Ancillary Agreements will not require the issuance of any new or amended certificate of occupancy. (f) To NYSE’s Knowledge, the “Real Property”) constitute all interests in real property currently owned any improvements thereon constructed by or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use on behalf of the buildings located on the Real Property violates lessor thereunder, any restrictive covenant or deed restriction recorded against such Real Property NYSE Company or any other Person, were constructed in compliance with all applicable Laws (including any building, planning or zoning Laws) affecting such Leased Real Property, except for such violations which would and do not reasonably be expected violate or encroach upon any Encumbrances or other applicable covenants, restrictions, agreements, existing site plan approvals, zoning or subdivision regulations or urban redevelopment plans as modified by any duly issued variances. (g) The rental set forth in each lease of the Leased Real Property is the actual rental being paid, and there are no separate agreements or understandings with respect to have a Material Adverse Effectthe same.

Real Property. (a) Section 4.9(a) No real property is owned by the Company. Schedule 5.9 of the Disclosure Schedule lists all of the real property and interests therein owned by any Acquired Entity used or included in the Foreign Assets (with all easements and other rights appurtenant to such property, the “Owned Real Property”) and, relative to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Real Property, free and clear of any Liens, except Permitted Liens. (b) Section 4.9(b) of the Disclosure Schedule lists all of the real property and interests therein leased or subleased by any Acquired Entity or held for use by the Retained Subsidiaries with respect to Company which is leased by the Foreign Assets Company from third parties (the “Leased Real Property”). For each item , and indicates the notice addresses and the owners of the Leased Real Property, Section 4.9(b) . Except as other described in Schedule 5.9 of the Disclosure Schedule lists Schedule, the lease or sublease, pursuant to which Company is the applicable Acquired Entity sole legal and equitable holder of the leasehold interest it holds a possessory interest in the Leased Real Property and all material amendmentsto the Knowledge of the Company, renewals, or extensions thereto (each, possesses a “Lease”). The valid leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held thereto, free and clear of any Liens, except all Liens (other than Permitted Liens. No Acquired Entity is a sublessor of) that could impair the ability of the Company to realize the benefits of the rights provided to it under any lease, and the right to quiet enjoyment of such Leased Real Property. Accurate and complete copies of all existing lease agreements with respect to the Leased Real Property as of the Closing Date have heretofore been made available to Buyer in the Data Room. The Company has not assigned exercised any Lease coveringoption to purchase any parcel of Leased Real Property. The Leased Real Property constitutes the only real property used or occupied by the Company in the conduct of the Business. Other than as set forth in Schedule 5.9 of the Disclosure Schedule, (a) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of any parcel of the Leased Real Property. , or any options or rights of first refusal with respect thereto; (cb) The Owned Real Property and there are no parties (other than the Company) in possession of the Leased Real Property and (collectively, c) the “Company enjoys peaceful and undisturbed possession of the Leased Real Property”, subject to the terms and conditions of the leases set forth on Schedule 5.9 of the Disclosure Schedule. To the Knowledge of the Company, within the last twelve (12) constitute all interests in real property currently owned months, no notice from any Governmental Authority has been received by the Company or leased has been served upon the Leased Real Property requiring or calling attention to the need for any work, repair, construction, alteration or installation on or in connection with the Acquired BusinessLeased Real Property. No Acquired Entity To the Knowledge of the Company, no notice has been received written notice by the Company stating that the location, construction, occupancy, operation or use of the buildings located and improvements on the Leased Real Property violates Property, or the Business as presently conducted thereon by the Company, are not in compliance with any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations which would not reasonably be expected to have a Material Adverse Effectapplicable Law.

Real Property. (ai) Section 4.9(a) The Seller has delivered or made available to the Service Provider true, correct and complete copies of the Disclosure Schedule lists Real Property Leases, the CN Licence, the Parking Licence and the Fallsview Retail Subleases, including all of amendments, modifications, assignments, consents, notices, renewals and supplements thereto or otherwise in respect thereof. The CN Premises Lease, the real property CN Licence, the Parking Licence and interests therein owned by any Acquired Entity or included the Kent Street Parking Licence are in full force and effect, and the CN Premises Lease creates a good and valid leasehold estate in the Foreign Assets (with all easements and other rights appurtenant to such property, the “Owned Real Property”) and, relative to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Real Property, free and clear of any Liens, except Permitted Liens. (b) Section 4.9(b) of the Disclosure Schedule lists all of the real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets (the “CN Leased Real Property”). For each item To the knowledge of the Seller, (A) the Dorchester Premises Lease and the Fallsview Retail Subleases are in full force and effect, and (B) the Dorchester Premises Lease creates a good and valid leasehold estate in the Dorchester Leased Real Property. The NFEC Lease is in full force and effect, Section 4.9(b) of and the Disclosure Schedule lists NFEC Lease will, at the lease or subleaseNFEC Commencement Date, pursuant to which the applicable Acquired Entity holds create a possessory interest good and valid leasehold estate in the Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion of the NFEC Leased Real Property. (cii) The CN Leased Real Property, the CN Licensed Property, the Parking Licensed Property, the Kent Street Parking Licensed Property, the Existing Retail Lease, the NFEC Leased Real Property, the Dorchester Leased Real Property, the Fallsview Retail Subleases and the Owned Real Property comprise all of the real property that is owned, leased or licensed by the Seller, and to the Seller’s knowledge, the Existing Operator in the Subject Gaming Bundle and being used by any of them in connection with the Subject Gaming Sites. (iii) There are no arrears of rent under the CN Premises Lease, the CN Licence or the NFEC Lease or, to the Seller’s knowledge, the Parking Licence, the Kent Street Parking Licence or the Dorchester Premises Lease which will not be adjusted for on Closing in accordance with the provisions of this Agreement, and, except as disclosed in Schedule 13, there exists no material default, or any event which upon the giving of notice or the passage of time or both, would give rise to any material default in the performance of the Seller, or to the Seller’s knowledge, the Existing Operator’s or the Seller’s subtenants, licensees, sublicensees and other occupants or the lessor thereunder, of any material obligation under the CN Premises Lease, the CN Licence, the Parking Licence, the Kent Street Parking Licence, the NFEC Lease or the Dorchester Premises Lease. (iv) Neither the Seller nor, to the Seller’s knowledge, the Existing Operator has received written notice of any existing or proposed expropriation or similar proceedings relating to all or any material part of the Seller’s interest or Existing Operator’s interest, as applicable, in the CN Leased Real Property, the CN Licensed Property, the Parking Licensed Property, the Kent Street Parking Licensed Property, the NFEC Leased Real Property, the Dorchester Premises Lease or the Owned Real Property. (v) No written notice of violation of any Applicable Law or of any covenant, restriction or easement affecting the CN Leased Real Property, the CN Licensed Property, the Parking Licensed Property, the Kent Street Parking Licensed Property, the NFEC Leased Real Property or any part thereof for which the Seller is responsible under the terms of the CN Premises Lease, the CN Licence, the Parking Licence, the Kent Street Parking Licence or the NFEC Lease, respectively, or with respect to the use or occupancy of the CN Leased Real Property, the CN Licensed Property, the Parking Licensed Property, the Kent Street Parking Licensed Property or the NFEC Leased Real Property by the Seller or any part thereof that are outstanding and that would have a material adverse effect on the value or use thereof following the Closing Date, has been received by the Seller from any Governmental Authority or from any other Person entitled to enforce the same. The current gaming use and, to the Seller’s knowledge, the non-gaming uses by the Seller of the CN Leased Real Property, the CN Licensed Property, the Parking Licensed Property, the Kent Street Parking Licensed Property and the NFEC Leased Real Property are permitted pursuant to Applicable Law. (vi) To the Seller’s knowledge, no written notice of violation of any Applicable Law or of any covenant, restriction or easement affecting the Parking Licensed Property or the Dorchester Leased Real Property or any part thereof for which the Existing Operator is responsible under the terms of the Parking Licence or the Dorchester Premises Lease, respectively, or with respect to the use or occupancy of the Parking Licensed Property or the Dorchester Leased Real Property by the Existing Operator or any part thereof that are outstanding and that would have a material adverse effect on the value or use thereof following the Closing Date, has been received by the Existing Operator from any Governmental Authority or from any other Person entitled to enforce the same. To the Seller’s knowledge, the current use by the Existing Operator of the Parking Licensed Property and the Dorchester Leased Real Property is permitted pursuant to Applicable Law. (vii) No written notice of violation of any Applicable Law or of any covenant, restriction or easement affecting the Owned Real Property or any part thereof or with respect to the use or occupancy of the Owned Real Property by the Seller or any part thereof that are outstanding and that would have a material adverse effect on the value or use thereof following the Closing Date, has been received by the Seller from any Governmental Authority or from any other Person entitled to enforce the same. The current gaming use and, to the Seller’s knowledge, the non-gaming uses by the Seller of the Owned Real Property are permitted pursuant to Applicable Law. (viii) The Seller has delivered or made available to the Service Provider true, correct and complete copies of the Building Condition Reports in the possession of the Seller, and during the Post-Submission Period, subject in all cases, to any normal wear and tear and to any damage or destruction dealt with in Article 12, there has been no material adverse change to the state and condition of: (A) the Improvements situated on the CN Leased Real Property that the Seller is responsible to maintain and repair under the terms of the CN Premises Lease; (B) the Fallsview Buildings situated on the Fallsview Owned Real Property; and (C) the buildings, structures and fixed improvements located on, in or under the property municipally known as 0000 Xxxxxxxx Xxxx, Xxxxxxx Xxxxx, Xxxxxxx, and improvements and fixtures contained in or on such buildings and structures used in the operation of the same, but excluding improvements and fixtures not owned by or on behalf of OLG, from the state and condition described in the Building Condition Reports, assuming that none of the recommended actions set out in the Building Condition Reports have been implemented by the Seller unless the Service Provider has been otherwise advised by the Seller in writing. (ix) Subject to any damage or destruction dealt with in Article 12, and subject to matters disclosed in the Building Condition Reports or the Environmental Reports, neither the Seller nor, to the Seller’s knowledge, the Existing Operator has received written notice of any work orders, deficiency notices or other similar notices of non-compliance issued by any Governmental Authority with respect to: (A) the Improvements situated on the CN Leased Real Property that the Seller is responsible to maintain and repair under the terms of the CN Premises Lease, (B) the Improvements situated on the CN Licensed Property that the Seller is responsible to maintain and repair under the terms of the CN Licence; (C) the Improvements situated on the NFEC Leased Real Property that the Seller is responsible to maintain and repair under the terms of the NFEC Lease; (D) the Improvements situated on the Dorchester Leased Real Property that the Existing Operator is responsible to maintain and repair under the Dorchester Premises Lease; or (E) the Buildings forming part of the Owned Real Property, that are outstanding requiring or recommending that work or repairs in connection with such Leased Real Property, Owned Real Property or any part thereof are necessary or required. (x) All accounts for work and services performed or materials placed or furnished upon or in respect of any construction or repair of the Improvements in respect of the CN Leased Real Property, the CN Licensed Property or the NFEC Leased Real Property by the Seller (excluding, for greater certainty, all such construction or repairs undertaken by or on behalf of the landlord under such Real Property Leases or the licensor under the CN Licence), which are due and payable, will have been fully paid by Closing and, to the knowledge of the Seller, no one will be entitled on Closing to claim a lien in respect of the CN Leased Real Property, the CN Licensed Property or the NFEC Leased Real Property under the Construction Act (Ontario) for work performed by or on behalf of the Seller (excluding for greater certainty, all work undertaken by or on behalf of the landlord under such Real Property Leases or the licensor under the CN Licence). (xi) To the Seller’s knowledge, all accounts for work and services performed or materials placed or furnished upon or in respect of any construction or repair of the Improvements in respect of the Parking Licensed Property or the Dorchester Leased Real Property by the Existing Operator (excluding, for greater certainty, all such construction or repairs undertaken by or on behalf of the licensor under the Parking Licence or the landlord under the Dorchester Premises Lease), which are due and payable, will have been fully paid by Closing and, to the knowledge of the Seller, no one will be entitled on Closing to claim a lien in respect of the Parking Licensed Property or the Dorchester Leased Real Property under the Construction Act (Ontario) for work performed by or on behalf of the Existing Operator (excluding for greater certainty, all work undertaken by or on behalf of the licensor under the Parking Licence or the landlord under the Dorchester Premises Lease). (xii) All accounts for work and services performed or materials placed or furnished upon or in respect of any construction or repair of the Buildings in respect of the Owned Real Property by the Seller (excluding, for greater certainty, all such construction or repairs undertaken by or on behalf of the Existing Operator), which are due and payable, will have been fully paid by Closing and, to the knowledge of the Seller, no one will be entitled on Closing to claim a lien in respect of the Owned Real Property under the Construction Act (Ontario) for work performed by or on behalf of the Seller (excluding, for greater certainty, all such construction or repairs undertaken by or on behalf of the Existing Operator). (xiii) All Taxes in the nature of special or general assessments and real property taxes and/or payments in lieu of real property taxes that are payable by the Seller under the CN Premises Lease, the CN Licence, the Parking Licence, the Kent Street Parking Licence, the NFEC Lease or in respect of the Owned Real Property, that, in each case, are due, have either been paid in full or will be adjusted on Closing in accordance with Section 4.3(f)(ii) and, except as disclosed in Part B of Schedule 19, the Seller has not received written notice from any Governmental Authority of any proposed local improvement charges or special levies relating to the CN Leased Real Property, CN Licensed Property, the Parking Licensed Property, the Kent Street Parking Licensed Property, the NFEC Leased Real Property or the Owned Real Property. (xiv) To the Seller’s knowledge, all Taxes in the nature of special or general assessments and real property taxes and/or payments in lieu of real property taxes that are payable by the Existing Operator under the Parking Licence or the Dorchester Premises Lease that, in each case, are due, have either been paid in full or will be adjusted on Closing in accordance with Section 4.3(f)(ii) and, except as disclosed in Part B of Schedule 19, to the Seller’s knowledge, the Existing Operator has not received written notice from any Governmental Authority of any proposed local improvement charges or special levies relating to the Parking Licensed Property or the Dorchester Leased Real Property. (xv) All accounts or charges for water, hydro and gas, if applicable, that are payable by the Seller under the CN Premises Lease, the CN Licence, the NFEC Lease or in respect of the Owned Real Property and that are due, have either been paid in full or will be adjusted on Closing in accordance with Section 4.3(f)(iii). (xvi) To the Leased Real Property Seller’s knowledge, all accounts or charges for water, hydro and gas, if applicable, that are payable by the Existing Operator under the Parking Licence or the Dorchester Premises Lease and that are due, have either been paid in full or will be adjusted on Closing in accordance with Section 4.3(f)(iii). (collectivelyxvii) Since the Data Room Cutoff Date, there have been no amendments to the “Real Property”) constitute all interests in real property currently owned NFEC Lease or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use any of the buildings located on NFEC Related Agreements that are adverse to the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations which would not reasonably be expected to have a Material Adverse Effectinterest of the NFEC Tenant thereunder.

Real Property. (a) Section 4.9(a4.14(a) of the Disclosure Schedule lists Schedules sets forth a true and complete list of all of the real property and interests therein owned by any Acquired Entity or included Affiliate of any Stockholder and used in connection with the Foreign Assets Business (with all easements and other rights appurtenant to such propertycollectively, the “Owned Real Property”) and). Each such Affiliate of any Stockholder has good, relative to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds insurable and marketable fee simple title to the applicable parcel of Owned Real Property, free and clear of any Liensall Encumbrances, except Permitted LiensEncumbrances. There are no outstanding options, repurchase rights or rights of first refusal to purchase or lease any Owned Real Property, or any portion thereof or interest therein to which any Selling Party, member of the Company Group, or any Affiliate of the foregoing is a party. There are no facts, circumstances, or conditions that are reasonably likely to result in any Encumbrances, except Permitted Encumbrances, against the Owned Real Property. Each Stockholder has made available to Buyer true and correct copies of all surveys, including ALTA surveys, boundary surveys, and as-build surveys, zoning reports, environmental reports, property inspection or engineering reports, and true and correct copies of all title commitments and title policies with respect to the Real Property that are in the possession or reasonable control of such relevant Affiliates of Stockholder prior to the date hereof. No Selling Party, no member of the Company Group, nor any Affiliate of the foregoing has leased (other than pursuant to the Leases (as hereinafter defined) or (other than pursuant to the Permitted Encumbrances) otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof. (b) Section 4.9(b4.14(b) of the Disclosure Schedule lists Schedules list of all of the real property and interests therein leased or subleased by (of any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets tier) (collectively, the “Leased Real Property”). For each item of Leased Real Property, Section 4.9(b) by Selling Parties or the Company Group or used in connection with the operation of the Disclosure Schedule lists Business (the lease or sublease, Contracts pursuant to which the applicable Acquired Entity holds a possessory interest in the such Leased Real Property is leased being the “Leases” and all material amendments, renewals, or extensions thereto (each, a “Lease”), including a list of all Leases and the identification of the lessee and lessor thereunder. Selling Parties have made available to Buyer a true and complete copy of each Lease. (c) All Leases are in full force and effect and are valid and effective against the applicable member of the Company Group and the counterparties thereto, in accordance with their respective terms, and there is not under any of such Leases, any existing breach or default in any material respect by the Company Group or, to the Knowledge of Stockholders, the counterparties thereto. The leasehold interest Company Group has not received any written notice or has any Knowledge of an Acquired Entity with respect to each item any actual or possible violation of the Leases. Such member of the Company Group has accepted possession of the Leased Real Property demised pursuant to each Lease and is held in actual possession thereof and has not sublet, assigned, encumbered or hypothecated its leasehold interest. Except as set forth on Section 4.14(c) of the Disclosure Schedules, the applicable member of the Company Group has all right, title, and interest in all leasehold estates and other rights purported to be granted to it by each Lease, in each case free and clear of any Liens, except Encumbrance other than Permitted LiensEncumbrances. No Acquired Entity is Occurrence has occurred or exists which, with notice or lapse of time or both, would be reasonably expected to give rise to, serve as a sublessor ofbasis for, or would constitute a breach or an event of default under any Lease or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any material benefit thereunder. The Company Group enjoys peaceful and undisturbed possession under such Leases. With respect to the Leases: (i) the Company Group has performed all material obligations required to be performed by the Company Group to date under such Lease and are not beyond all applicable notice and cure periods in breach or default thereunder; (ii) all rent, and has not assigned additional rent including operating expenses and property Taxes are current; and (iii) all consents required from any Person for the entry into any Lease coveringor prior transfer of any Lease have been obtained. (d) There are no eminent domain, condemnation or other similar proceedings pending or, to the Knowledge of Stockholders, threatened against any member of the Company Group or otherwise affecting any portion of Real Property, and the Leased Company Group has not received any written notice of the same. The current use of the Real Property does not violate in any material respect any instrument of record or agreement affecting the Real Property, and there is no violation of any covenant, condition, restriction, easement or order of any Governmental Authority having jurisdiction over the Real Property or the use or occupancy thereof, except for such violations as would not interfere with the continued use and operations of the Company Group as currently conducted of the property to which they relate or materially and adversely affect the value thereof for the current use by the Company Group. (e) The Real Property is in compliance with all applicable building, zoning, subdivision, health and safety and other land use and similar applicable Laws affecting the Real Property, and no member of the Company Group nor any Affiliate of any Selling Party has received any written notice of any violation or claimed violation by any of them of any such Laws with respect to the Real Property which have not been resolved. The current uses of and existing structures located on the Real Property are in compliance with applicable Law. The improvements, building systems, and all building components located on the Real Property are in good condition, structurally sound, free from material defects, and sufficient for the conduct of the Business, subject to normal wear and tear. All mechanical and other systems within the improvements on the Real Property are in good operating condition, subject to normal wear and tear, and not requiring material repair. (f) There are no proposed special assessments, or proposed material changes in property Tax or land use or other Laws affecting the Real Property. (cg) There is no pending or threatened Proceeding that would interfere with the use, value, operations or quiet enjoyment of any of the Real Property by the Company Group prior to or after the Closing. (h) The Owned Real Property and is adequate to service the Leased normal operations of the Company Group at each Real Property as conducted in the last twelve (collectively12) months and, the “Real Property”) constitute all interests in real property currently owned or leased Permits required in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, normal operation or use of the buildings located on the Real Property violates any restrictive covenant or deed restriction recorded against such as operated in the last twelve (12) months have been obtained and are in full force and effect. All rent and additional rent, including operating expenses and property taxes due and payable under the Leases have been paid to date. The Real Property is adequately serviced by public or any private telecommunications, water, sewer and electricity services. The Real Property is in good operating condition and repair, subject to ordinary wear and tear, and free from material defects. (i) No construction, alteration, or other Laws, except for such violations which would not reasonably be expected improvement work with respect to have a Material Adverse Effectthe Real Property is currently ongoing.

Real Property. (a) Section 4.9(a) of the The Sellers Disclosure Schedule lists contains a list of all of the real property and interests therein owned in real property currently leased by any Acquired Entity or included in the Foreign Assets (with all easements and other rights appurtenant to such property, the “Owned Real Property”) and, relative to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Real Property, free and clear of any Liens, except Permitted Liens. (b) Section 4.9(b) of the Disclosure Schedule lists all of the real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets Target Companies (the “Leased Real Property”) or owned by any of the Target Companies (the “Owned Real Property”). For each item The Leased Real Property and the Owned Real Property listed on the Sellers Disclosure Schedule includes all interests in real property used in or necessary for the conduct of the Business and operations of the Target Companies as currently conducted. (b) With respect to the Leased Real Property, Section 4.9(b) Sellers have delivered to Buyer true and complete copies of the Disclosure Schedule lists the lease or sublease, all leases and subleases pursuant to which any of the applicable Acquired Entity holds Target Companies is a possessory interest in the Leased Real Property and all material amendments, renewals, party or extensions thereto by which it is bound (each, a “Lease” and collectively, the “Leases”). With respect to the Owned Real Property, the Target Companies have good and marketable title to the Owned Real Property. To the extent that such documents were in the possession of Sellers or the Target Companies, Sellers have delivered to Buyer true and complete copies of the following: (i) all deeds pursuant to which the Target Companies acquired title and (ii) all owner’s policies of title insurance, together with copies of listed exceptions to title, covering the Owned Real Property. Except as set forth to the contrary in the Leases, the Target Companies have peaceful, undisturbed and exclusive possession of the Leased Real Property and the Owned Real Property. None of the Sellers or the Target Companies has received notice of any outstanding claims under any expired leases or subleases to which any of the Target Companies is or was a party. (c) The leasehold interest uses for which the buildings, facilities and other improvements located on the Leased Real Property or the Owned Real Property are zoned do not restrict or impair the use of an Acquired the Leased Real Property or the Owned Real Property for purposes of the businesses of the Target Companies. (d) No Governmental Entity having the power of eminent domain over the Leased Real Property or the Owned Real Property has commenced or threatened to exercise the power of eminent domain or a similar power with respect to each item all or any part of the Leased Real Property is held free and clear or the Owned Real Property. None of Sellers or the Target Companies has received notice of any Lienspending or threatened condemnation, except Permitted Liens. No Acquired Entity is a sublessor offire, and has not assigned any Lease coveringhealth, safety, building, zoning or other land use regulatory proceedings, lawsuits or administrative actions relating to any portion of the Leased Real Property. (c) The Property or the Owned Real Property and the Leased Real Property (collectively, the “Real Property”) constitute all interests in real property currently owned or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use of the buildings located on the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other matters which materially adversely affect the current use, occupancy or value thereof. None of Sellers or the Target Companies has received notice of any pending or threatened special assessment proceedings affecting any portion of the Leased Real Property or the Owned Real Property. (e) The Leased Real Property and the Owned Real Property and all present uses and operations of the Leased Real Property and the Owned Real Property comply with all Laws, except covenants, conditions, restrictions, easements, disposition agreements and similar matters affecting the Leased Real Property and the Owned Real Property. The Leased Real Property and the Owned Real Property and their continued use, occupancy and operation as used, occupied and operated in the conduct of the Business, do not constitute nonconforming uses and are not the subject of any special use permit under any Law. (f) The Leased Real Property and the Owned Real Property are in suitable condition for such violations the Target Companies’ businesses as currently conducted. Each of the Target Companies has good and valid rights of ingress and egress to and from all Leased Real Property and Owned Real Property from and to the public street systems for all usual street, road and utility purposes. (g) Except as otherwise set forth in the Leases to the contrary, no Person other than the Target Companies is in possession of any of the Leased Real Property or the Owned Real Property or any portion thereof, and there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any Person other than the Target Companies the right of use or occupancy of the Leased Real Property or the Owned Real Property or any portion thereof. No easement, utility transmission line or water main located on the Leased Real Property or the Owned Real Property adversely affects the use of the Leased Real Property or the Owned Real Property or any improvement on the Leased Real Property or the Owned Real Property. (h) All water, sewer, gas, electric, telephone, internet and drainage facilities, and all other utilities required by any Law or by the use and operation of the Leased Real Property or the Owned Real Property in the conduct of the Business are installed to the property lines of the Leased Real Property and the Owned Real Property, are connected pursuant to valid permits to municipal or public utility services or proper drainage facilities, are fully operable and are adequate to service the Leased Real Property and the Owned Real Property in the operation of the Business and to permit compliance with the requirements of all Laws in the operation thereof. No fact or condition exists which would not reasonably be expected could result in the termination or reduction of the current access from the Leased Real Property and the Owned Real Property to have a Material Adverse Effectexisting roads or to sewer or other utility services presently serving the Leased Real Property and the Owned Real Property.

Real Property. (a) The Company does not own, and has never owned, any fee interest in real property. Section 4.9(a) 3.12 of the Disclosure Schedule lists all of the real property and interests therein owned by any Acquired Entity leased, licensed or included in subleased to the Foreign Assets Company or for which the right to use or occupy has otherwise been granted to the Company (with all easements and other rights appurtenant to such property, the “Owned Leased Real Property”) and all real property subleased by the Company to any Third Parties. The Company has made available to Buyer correct and complete copies of the leases and subleases, if any, each as amended to date, pertaining to each of the properties which are listed in Section 3.12 of the Disclosure Schedule (the “Real Property Leases”). With respect to the Leased Real Property: (a) each Real Property Lease is in full force and effect and, relative to the Knowledge of the Company, is binding, and enforceable against each of the parties thereto in accordance with their respective terms subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other Laws of general application affecting the rights and remedies of creditors and (ii) general principles of equity; (b) the Company, and, to the Knowledge of the Company, any other party to any Real Property Lease has complied in all material respects with such Real Property Lease; (c) the Company and, to the Knowledge of the Company, any counterparty to any Real Property Lease is or alleged to be in breach or default in any material respect under any Real Property Lease; (d) the Company has not received written notice of any condemnation or eminent domain Proceeding pending or threatened against such property or interestany part thereof; (e) to the Knowledge of the Company, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title Company has good and valid leasehold interest in and to all of the applicable parcel of Owned Leased Real Property, free and clear of any Liens, all Liens except for Permitted Liens.; and (bf) Section 4.9(b) of the Disclosure Schedule lists all of Company has not subleased, licensed or otherwise granted any Person the real property and interests therein leased right to use or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets (the “Leased Real Property”). For each item of Leased Real Property, Section 4.9(b) of the Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the occupy such Leased Real Property or any portion thereof. The Company has not waived any rights under any Real Property Lease that would be in effect on or after the date of this Agreement and all material amendmentswhich would be materially adverse to the Company. To the Knowledge of the Company, renewalsno event has occurred which either entitles, or extensions thereto (eachwould, on notice or lapse of time or both, entitle the other party to any Real Property Lease to declare a “default or to accelerate, or which does accelerate, the maturity of any Liability of the Company under any Real Property Lease”). The leasehold interest To the Knowledge of an Acquired Entity with respect to the Company, each item parcel of Leased Real Property is held free in good operating condition and clear repair, subject to ordinary wear and tear (consistent with the age of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion of the such Leased Real Property. (c) The Owned Real Property ). This Section3.12 constitutes the sole representation and warranty of Seller and the Leased Real Property (collectively, the “Real Property”) constitute all interests in Company under this Agreement with respect to real property currently owned or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use of the buildings located on the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations which would not reasonably be expected to have a Material Adverse Effectproperty.

Real Property. (a) Section 4.9(a5.17(a) of the Company Disclosure Schedule lists Letter sets forth a true and complete list of all of the real property and interests therein owned by the Company or any Acquired Entity or included in of its Subsidiaries as of the Foreign Assets date hereof (with all easements and other rights appurtenant to such property, the “"Owned Real Property”"). Except as set forth in Section 5.17(a) and, relative to each such property or interestof the Company Disclosure Letter of the Company Disclosure Letter, the Acquired Entity that Company owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Real Property, property free and clear of any Liens, except Permitted all Liens. (b) Section 4.9(b5.17 (b)(i) of the Company Disclosure Schedule lists Letter contains a complete and accurate list of all of the material leases, subleases, licenses, or other agreements in existence as of the date hereof under which the Acquired Companies uses or occupies or has the right to use or occupy, now or in the future, any real property and interests therein leased or subleased by any Acquired Entity or by (collectively, the Retained Subsidiaries with respect to "Leases;" such property, the Foreign Assets (the “"Leased Real Property”). For each item of Leased " and, collectively with the Owned Real Property, Section 4.9(bthe "Real Property") of the Disclosure Schedule lists the lease or subleaseincluding, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item Lease, the name of Leased Real Property is held free the lessor, or the master lessor and clear sublessor, the date and term of any Liensthe Lease, except Permitted Liens. No Acquired Entity is a sublessor ofthe square footage of the premises leased thereunder, and the aggregate annual rental payable thereunder. The Company has not assigned any Lease coveringheretofore made available to Merger Sub true, any portion correct and complete copies of all Leases currently in effect. The Acquired Companies have and own valid leasehold estates in the Leases and the Leased Real Property. . Section 5.17 (cb)(ii) The Owned Real Property of the Company Disclosure Letter of the Company Disclosure Letter contains a complete and accurate list of all of the Leased leases, subleases, licenses, or other agreements in existence as of the date hereof granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Real Property (collectively, the “Real Property”"Third Party Leases") constitute all interests including, with respect to each such Third Party Lease, the name of the master lessor, sublessor and sublessee, the date of the Third Party Lease and each amendment thereto, the square footage of the premises leased thereunder, and the aggregate annual rental payable thereunder. The Leases and the Third Party Leases are each in real property currently owned full force and effect and neither the Company nor any of its Subsidiaries is in material breach of or leased in connection with the Acquired Business. No Acquired Entity material default under, or has received written notice that of any breach of or default under, any Lease or Third Party Lease, and, to the location, construction, occupancy, operation or use knowledge of the buildings located Company, no event has occurred that with notice or lapse of time or both would constitute a material breach or material default thereunder by the Company or any of its Subsidiaries or any other party thereto. The Company and each of its Subsidiaries has performed all of its obligations in all material respects under any termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no continuing liability with respect to such terminated real property leases. (c) Neither the Company nor any of its Subsidiaries owes brokerage commissions or finder’s fees with respect to any Real Property. The Company and its Subsidiaries as of the date hereof occupy all of the Real Property for the operation of their business, except pursuant to Third Party Leases, there are no other parties occupying or with a right to occupy the Real Property. The Company and its Subsidiaries do not use or occupy or have the right to use or occupy any real property other than the Real Property. 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, except as described in Section 5.17(b)(ii) of the Company Disclosure Letter. (d) To the knowledge of the Company, each Real Property and all of its operating systems are in good operating condition and repair, and free from material structural, physical, mechanical, electrical, plumbing, roof or other defects, is maintained in a 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. (e) To the knowledge of the Company, the Company has not received any written notice from any insurance company of any defects or inadequacies in any Real Property or any part thereof which would reasonably be expected to materially and adversely affect the insurability of such Real Property or the premiums for the insurance thereof. To the knowledge of the Company, to written notice has been given by any insurance company which has issued a policy with respect to any portion of any Real Property or by any board of fire underwriters (or other body exercising similar functions) requesting the performance of any repairs, alterations or other work with which compliance has not been made. (f) Neither the operations of the Company or any of its Subsidiaries on the Real Property violates nor, to the knowledge of the Company, any restrictive covenant Real Property, including the improvements thereon, violate in any material respect any applicable building code, zoning requirement or deed restriction recorded against other Law relating to such Real Property or any other Laws, except for property. (g) Except to the extent that such violations which would not reasonably be expected to have be material to the Company and its Subsidiaries, taken as a Material Adverse Effect.whole: (i) there is no pending or, to the knowledge of the Company, threatened condemnation or similar proceeding affecting any Real Property or any portion thereof, and the Company has no knowledge that any such action is currently contemplated,

Real Property. (a) Section 4.9(a) of the Disclosure Schedule Section 4.8(a)-1 lists all of the certain non-timber real property and interests therein owned by any Acquired Entity or included in Redwood, LLC, subject to Allowed Pre-Closing Changes (the Foreign Assets (with all easements and other rights appurtenant to such property, the “"Non-Timber Owned Real Property”") andand Disclosure Schedule Section 4.8(a)-2 lists certain non-timber leases of real property leased or subleased to Redwood, relative LLC, subject to each such property or interest, Allowed Pre-Closing Changes (the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to "Non-Timber Leased Real Property" and together with the applicable parcel of Non-Timber Owned Real Property, free and clear of any Liens, except Permitted Liensthe "Non-Timber Real Property"). (b) Section 4.9(b) of the Disclosure Schedule Section 4.8(b)-1 lists all of the certain timber real property owned by Redwood, LLC, subject to Allowed Pre-Closing Changes (the "Timber Owned Real Property") and interests therein Disclosure Schedule Section 4.8(b)-2 lists certain leases of timber real property leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets Redwood, LLC, subject to Allowed Pre-Closing Changes (the “"Timber Leased Real Property”). For each item of Leased " and together with the Timber Owned Real Property, Section 4.9(b) of the Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion of the Leased "Timber Real Property"). (c) The Non-Timber Owned Real Property and the Timber Owned Real Property constitute all of the real property owned by Redwood, LLC other than the Owned Real Property as defined in the Xxxxxxx Purchase Agreement (collectively, after giving effect, in each case, to Allowed Pre-Closing Changes, the "Owned Real Property"). The Non-Timber Leased Real Property and the Timber Leased Real Property constitute all of the real property leased or subleased to Redwood, LLC other than the Leased Real Property as defined in the Xxxxxxx Purchase Agreement (collectively, after giving effect, in each case, to Allowed Pre-Closing Changes, the “"Leased Real Property”"). (d) constitute all interests in real property currently owned or leased in connection with Redwood, LLC has good title to the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use of the buildings located on the Owned Real Property violates any restrictive covenant or deed restriction recorded against it purports to own, and at Closing, such Owned Real Property will be free and clear of any Encumbrance, other than Permitted Liens and Encumbrances which individually or any other Laws, except for such violations which would in the aggregate are not reasonably be expected likely to have result in a Material Adverse Effect. (e) Originals or copies of all of the leases and subleases among the Leased Real Property, which are accurate and complete, have been provided to Buyer (in accordance with the terms of the Confidentiality Agreement) for review. (f) Disclosure Schedule Section 4.8(f) contains an accurate and complete list of all leases of Owned Real Property and subleases of Leased Real Property by Louisiana-Pacific or Redwood, LLC to third Persons, subject, in each case, to Allowed Pre-Closing Changes. Originals or copies of such leases and subleases, which are accurate and complete, have been provided to Buyer (in accordance with the terms of the Confidentiality Agreement) for review. (g) Disclosure Schedule Section 4.8(g) sets forth a map that sets forth the location of all the timberlands owned by Redwood, LLC that will be conveyed to Buyer hereunder, except for the Real Property to be conveyed under the Xxxxxxx Agreement. Based solely on information obtained from the real property tax bills received by Louisiana-Pacific and prepared by the respective county assessor's office, the acreage comprising the Timber Real Property is approximately 235,000 acres.

Real Property. (a) Section 4.9(aIf Borrower or any Subsidiary thereof at any time acquires any Real Property (wherever located) or any interest in any Real Property (each such item of the Disclosure Schedule lists all Real Property or interest therein constituting an item of the real property and interests therein owned by any Acquired Entity or included in the Foreign Assets (with all easements and other rights appurtenant to such property, the “Owned New Real Property”) andwith a Fair Market Value (or, relative if higher, purchase price) in excess of $1,000,000, (i) notify the Administrative Agent thereof, and (ii) if such New Real Property is owned in fee by any Obligor and the Collateral Agent (at the direction of the Required Lenders) shall notify such Obligor that a Mortgage and any other Real Property Deliverables shall be required with respect to each such property or interest, the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned New Real Property, free promptly (and, in any event, within 45 days of such Acquisition) furnish such Real Property Deliverables to the Collateral Agent. The Borrower shall pay all fees and clear of any Liensexpenses, except Permitted Liensincluding, without limitation, reasonable attorneys’ fees and expenses, in connection with each Obligor’s obligations under this Section 10.1.13. (b) Section 4.9(bIf any Collateral with a Fair Market Value (or, if higher, book value) in excess of $100,000 (when aggregated with all other Collateral at the same location) is at any time located on any Real Property that is leased by, but is not owned by, any Obligor (whether such Real Property is now existing or acquired after the Closing Date), or is stored on the premises of a bailee, warehouseman, or similar party, (i) deliver to the Collateral Agent a certified copy of the Disclosure Schedule lists all of the real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries lease agreement with respect to the Foreign Assets (the “Leased Real Property”). For each item of Leased such Real Property, Section 4.9(band (ii) of use commercially reasonable efforts to obtain an attornment and non-disturbance agreement (or similar) between the Disclosure Schedule lists the lease or sublease, pursuant to which landlord (and any fee mortgagee) and the applicable Acquired Entity holds a possessory interest in the Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity Obligor with respect to each item of Leased Real Property is held free such leasehold interest and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor ofthe Collateral Agent, and has not assigned any Lease coveringa landlord waiver, any portion subordination agreement, collateral access agreement or similar, in each case, as reasonably requested by the Collateral Agent (at the direction of the Leased Real PropertyRequired Lenders) or Required Lenders. (c) The Owned Real Property and the Leased Real Property (collectively, the “Real Property”) constitute all interests in real property currently owned or leased in connection with the Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use of the buildings located on the Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations which would not reasonably be expected to have a Material Adverse Effect.

Real Property. (a) Section 4.9(a) Schedule 4.15 sets forth a list of the Disclosure Schedule lists all of following Real Property Interests: (i) except for the real property and interests therein agreements set forth on Part II of Schedule 4.13, all Leases of real property to which the Project Company is a party or by which the Project owned by any Acquired Entity such Project Company is bound, including solar leases under which such Project Company is lessee for purposes of creating a leasehold interest, electrical transmission line easement or included access easement or right- of-way in the Foreign Assets favor of such Project Company (with all easements and other rights appurtenant to such propertycollectively, the “Owned Real PropertyExisting Leases”); (ii) andall options for real property interests (including options to acquire real property in fee, relative leasehold or easement estates) to each which the Project Company is a party or by which the Project owned by such property or interestProject Company is bound (collectively, the Acquired Entity that owns it. The applicable Acquired Entity “Existing Options”); and (iii) all separate easements and licenses other than the Existing Leases and Existing Options to which the Project Company is a party or Retained Subsidiary holds fee simple title to by which the applicable parcel of Owned Real PropertyProject owned by such Project Company is bound (collectively, free the “Existing Easements and clear of any Liens, except Permitted LiensLicenses”). (b) Section 4.9(b) Seller has made available to Buyer copies of all the Disclosure Schedule lists Existing Leases, Existing Options, and Existing Easements and Licenses, and those copies are complete and accurate in all of material respects. Except for the real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets (the “Leased Real Property”). For each item of Leased Real Property, Section 4.9(b) of the Disclosure Schedule lists the lease or sublease, pursuant to which the applicable Acquired Entity holds a possessory interest in the Leased Real Property and all material amendmentsInterests set forth in Schedule 4.15, renewalsthe Project Company does not have any fee, leasehold or extensions thereto other interest (eachincluding any easement, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear of license or similar interest) in any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion of the Leased Real Propertyreal property. (c) The Owned Project Company is not in breach or default of any material obligation under any Real Property and Interests. None of Seller or the Leased Real Property (collectively, the “Real Property”) constitute all interests in real property currently owned or leased in connection with the Acquired Business. No Acquired Entity Project Company has received written notice that the locationfrom a counterparty to any Contract relating to any Real Property Interest (i) alleging any breach or default by such Project Company under such Contract; (ii) alleging termination, constructionrescission, occupancyinvalidity or unenforceability of such Contract or (iii) of any intention to modify, operation or use to exercise any right or remedy exercisable on breach or default under, such Contract, in each case, except for any which has been cured or waived. (d) The Project Company has not assigned, transferred, conveyed, mortgaged, deeded in trust, granted any option with respect to, or encumbered any of the buildings located on the Real Property violates any restrictive covenant or deed restriction recorded against Interests and all such Real Property or any Interests are free and clear of all Liens other Laws, except for such violations which would not reasonably be expected to have a Material Adverse Effectthan Permitted Liens.

Real Property. (a) The real property listed on Section 4.9(a3.9(a) of the Disclosure Schedule lists is all of the real property and interests therein owned in fee by any Acquired Entity or included in the Foreign Assets Company (with all easements and other rights appurtenant to such property, the “Owned Real Property”) and, relative to each such property or interest, the Acquired Entity that owns it). The applicable Acquired Entity or Retained Subsidiary holds Company has good, valid and marketable indefeasible fee simple title to all of the applicable parcel of Owned Real Property, in each case free and clear of any Liens, except all Liens (other than Permitted Liens). There are no leases, subleases, licenses, concessions, or other arrangements entered into by or otherwise granting to any part or parties the right to use or occupy Owned Real Property (or any portion thereof). Except with respect to any Acquired Company Leases, no Acquired Company is obligated or bound by any options, obligations or rights of first refusal, rights of first title, rights of reverter, purchase options, or other similar contractual rights to sell, lease or acquire any real property. (b) Section 4.9(b3.9(b) of the Disclosure Schedule lists sets forth all leases of real property under which any Acquired Company is a lessee or sub-lessee as of the real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets date of this Agreement (the “Leased Real PropertyAcquired Company Leases”) and all easements, rights-of-way, surface use agreements, surface leases and other agreements to use the surface in which any Acquired Company has any rights, title or interest (the “Easements”). For each item of Leased Real Property, Except as set forth in Section 4.9(b3.9(b) of the Disclosure Schedule lists the lease or subleaseSchedule, (i) all rents, deposits and additional amounts due pursuant to which any Acquired Company Leases or Easements have been paid in full and no security deposit or portion thereof has been applied in respect of a breach or default under such Acquired Company Leases or Easements that has not been redeposited in full, (ii) no Acquired Company has made any assignment, mortgage, pledge, or hypothecation of such Acquired Company Leases or Easements or the rents or use fees due thereunder, (iii) no Acquired Company is in breach or default in any material respect under any Acquired Company Lease or Easement, (iv) each Acquired Company Lease and Easement is a legal, valid, binding, enforceable obligation on the applicable Acquired Entity holds Company and, to Sellers’ Knowledge, on the other party thereto, subject to proper authorization and execution of such Acquired Company Lease or Easement by the other party thereto and to the Remedies Exception, and is in full force and effect as of the date of this Agreement, and (v) there is not, to Sellers’ Knowledge, any event which, with notice or lapse of time or both, would become a possessory interest default in any material respect by an Acquired Company or the Leased Real Property and all material amendments, renewals, counterparties thereto under any Acquired Company Lease or extensions thereto (each, a “Lease”)Easement. The leasehold interest of an Acquired Entity with respect to each item of Leased Company Real Property is held free in good condition and clear of any Liens, except Permitted Liensrepair in all material respects (subject to normal wear and tear). No Acquired Entity is a sublessor ofCompany has subleased, and has not assigned licensed, or otherwise granted any Lease covering, Person the right to use or occupy any portion of the Leased Real PropertyAcquired Company Leases or Easements. (c) The Owned Real Property Acquired Companies own or have the right to use (subject to Permitted Liens) such easements or rights-of-way from each Person as are necessary to operate the Business in the same manner operated as of the date of this Agreement. All of the Acquired Companies’ tangible personal property and fixtures, including pipelines, are located within the Leased Real Property (collectively, boundaries of the “Company Real Property”. (d) constitute all interests in real property currently owned or leased in connection with the Acquired Business. No Acquired Entity Company has received written any notice that of existing, pending or threatened (i) condemnation, expropriation or other similar proceedings affecting the location, construction, occupancy, operation or use of the buildings located on the Real Property violates any restrictive covenant or deed restriction recorded against such Company Real Property or any (ii) zoning, building code or other Lawsmoratorium proceedings, except for such violations or similar matters which would not reasonably be expected to have a Material Adverse Effectmaterially and adversely affect the ability to operate the Company Real Property as currently operated.

Real Property. (a) Red River is the owner of the real property set forth on Section 4.9(a5.09(a) of the Disclosure Schedule lists all of the real property and interests therein owned by any Acquired Entity or included in the Foreign Assets (with all easements and other rights appurtenant to such property, the “Owned Real Property”) and), relative to each such property or interest, which sets forth an accurate and complete description of the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Real Property, in each case providing the street address and legal description thereof. Except for the Owned Real Property, no Acquired Company owns or has ever owned any real property. With respect to the Owned Real Property, subject to the Permitted Liens, (i) Red River has good, valid, fee simple and marketable title to the Owned Real Property, including all improvements thereon, and (ii) the Owned Real Property is, or will at Closing, be free and clear of all Liens and Indebtedness. The Owned Real Property is not subject to any Liensoptions to purchase, except Permitted Liensrights of first refusal, rights of first offer, preferential rights or similar rights, and no Person has any right or option to purchase or otherwise acquire the Owned Real Property, or any part thereof or interest therein, from Red River. The Owned Real Property is not subject to any leases, subleases, licenses, concessions or other agreements, written or oral, granting to any Person other than Red River the right or option of use or occupancy of any of the Owned Real Property. There are no Persons (other than Red River) in possession of the Owned Real Property. (b) Section 4.9(b5.09(b) of the Disclosure Schedule lists all contains an accurate and complete list of the real property that the Acquired Companies lease, sublease, license or otherwise occupy including leases relating to mineral and interests therein leased or subleased by any Acquired Entity or by other subsurface rights (including, for the Retained Subsidiaries with respect to the Foreign Assets avoidance of doubt, sand mining rights) (the “Leased Real Property”), in each case identifying the Contract governing the Leased Real Property (each such Contract, together with all amendments, restatements and supplements thereto, a “Real Property Lease”), street address or other relevant information with respect to location, term of the Real Property Lease, name of the lessor, sublessor or licensor, and the monthly or annual lease or sublease payment, as applicable. For Each Real Property Lease is valid, binding and in full force and effect, no Acquired Company has materially violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a material default under the provisions of such Real Property Lease, no Acquired Company has received written notice that it has breached, violated or defaulted under any Real Property Lease and, to the Knowledge of Sellers, each item other party thereto, is in compliance with all obligations of such party thereunder. Sellers have delivered to Purchaser true, correct, and complete copies of the Real Property Leases. The Acquired Companies are currently in possession of the Leased Real Property, and no Acquired Company has subleased, assigned, or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof. No Acquired Company’s possession, occupancy, and quiet enjoyment of any Leased Real Property under each Real Property Lease to which it is a party has been disturbed and, except as set forth on Section 4.9(b5.09(b) of the Disclosure Schedule lists the lease Schedule, there are no material disputes with respect to any Real Property Lease. No security deposit or subleaseportion thereof deposited with respect to any Real Property Lease has been applied in respect of any breach of or default under any such Real Property Lease that has not been redeposited in full. No Acquired Company owes, pursuant to which the applicable Acquired Entity holds a possessory interest and will not owe in the future, any brokerage commissions or finder’s fees with respect to any Real Property Lease. (c) Each parcel of Owned Real Property and Leased Real Property abuts on and all material amendmentshas direct vehicular access to a public road or has access to a public road via a permanent, renewalsirrevocable, or extensions thereto (each, a “Lease”). The leasehold interest of an Acquired Entity with respect to each item of Leased appurtenant easement benefiting such Owned Real Property is held free and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion of the or Leased Real Property. (cd) The Owned Real Property and the Leased Real Property (collectively, the “Real Property”) constitute all interests in real property currently owned used or leased currently held for use in connection with the Acquired Business. No Acquired Entity has received written notice that business or which are necessary for the location, construction, occupancy, continued operation or use of the buildings located on business of the Real Property violates any restrictive covenant or deed restriction recorded against Acquired Companies as such Real Property or any other Laws, except for such violations which would not reasonably be expected to have a Material Adverse Effectbusiness is currently conducted.

Real Property. (a) Section 4.9(a3.13(a) of the Seller’s Disclosure Schedule lists all sets forth a list of the real property and interests therein owned by any Acquired Entity or included the Transferred Diversey Companies, their Subsidiaries, and the Diversey Asset Sellers (in respect of the Foreign Assets Diversey Business) (collectively, together with all easements and other rights appurtenant to such propertyimprovements located thereon, the “Owned Real Property”) and, relative ). With respect to each such property Owned Real Property, and except as set forth on Section 3.13(a) of the Seller’s Disclosure Schedule (i) each of the Transferred Diversey Companies, their Subsidiaries, and the Diversey Asset Sellers (in respect of the Diversey Business) has (or interest, immediately prior to the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds Closing will have) good and valid title in fee simple title to the applicable parcel (or parcels) of Owned Real PropertyProperty owned by it, free and clear of all Encumbrances other than Permitted Encumbrances; (ii) the Transferred Diversey Companies have not leased or otherwise granted to any LiensPerson the right to use or occupy such Owned Real Property or any portion thereof; and (iii) other than the right of Buyer pursuant to this Agreement, except Permitted Liensthere 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. No Transferred Diversey Company is a party to any agreement or option to purchase any real property or interest therein. (b) True, correct and complete copies of all material Leases in effect as of the date hereof relating to the Leased Real Property have heretofore been made available to Buyer by SEE. Section 4.9(b3.13(b) of the Seller’s Disclosure Schedule lists all sets forth a list of the real property and interests therein leased or subleased by any Acquired Entity or by the Retained Subsidiaries with respect to the Foreign Assets (the “material Leased Real Property”). For With respect to each item Lease of material Leased Real Property, Section 4.9(bto the Knowledge of SEE, (i) all such Leases are valid and binding and the obligations of the Disclosure Schedule lists Seller or Transferred Diversey Company party thereto are in full force and effect and are enforceable against the lease Seller or subleaseTransferred Diversey Company party thereto, pursuant subject to which the applicable Acquired Entity holds a possessory interest in bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles; (ii) no Seller or Transferred Diversey Company party to any material Lease relating to the Leased Real Property is in material default under any such Lease. and all material amendmentsno event has occurred or circumstance exists which, renewalswith the delivery of notice, the passage of time, or extensions thereto both, would constitute a material breach or default, or permit the termination, modification, or acceleration of rent under such Lease; and (eachiii) no Seller or Transferred Diversey Company has subleased, a “Lease”). The leasehold interest of an Acquired Entity with respect licensed, or otherwise granted any Person the right to each item of use or occupy the Leased Real Property is held free and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, or any portion of the Leased Real Propertythereof. (c) The Owned As of the date hereof, to the Knowledge of SEE, none of the Sellers or any of the Transferred Diversey Companies or their Subsidiaries or the Diversey Asset Sellers (in respect of the Diversey Business) has received any written notice from any Governmental Authority that the Real Property and is in any violation of any federal, state or municipal law, ordinance, order, regulation or requirement that would reasonably be expected, individually or in the Leased aggregate, to materially interfere with the use of the Real Property (collectively, in the “operation of the Diversey Business as it is currently conducted on such Real Property”, and, to the Knowledge of SEE, there are no such outstanding violations. (d) constitute all interests As of the date hereof, to the Knowledge of SEE, none of the Transferred Diversey Companies or their Subsidiaries or the Sellers (in real property currently owned or leased in connection with respect of the Acquired Diversey Business. No Acquired Entity ) has received any written notice that the location, construction, occupancy, operation any condemnation proceeding is pending or use of the buildings located on the threatened in writing with respect to any material Real Property violates any restrictive covenant or deed restriction recorded against such Real Property or any other Laws, except for such violations which would not reasonably be expected to have a Material Adverse EffectProperty.

Real Property. (a) Section 4.9(a4.14(a) of the Company Disclosure Schedule lists all Letter sets forth the address of the real property and interests therein owned by any Acquired Entity or included in the Foreign Assets (with all easements and other rights appurtenant to such property, the “each Owned Real Property”) and, relative . With respect to each such property Owned Real Property: (i) the Company or interest, its applicable Subsidiary (as the Acquired Entity that owns it. The applicable Acquired Entity or Retained Subsidiary holds case may be) has good and marketable indefeasible fee simple title to the applicable parcel of such Owned Real Property, free and clear of any Liensall Liens and encumbrances, except Permitted Liens, (ii) except as set forth in Section 4.14(a) of the Company Disclosure Letter, the Company or its applicable Subsidiary has not leased or otherwise granted to any person the right to use or occupy such Owned Real Property or any portion thereof, and (iii) other than the right of 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. Neither the Company nor any Subsidiary is a party to any agreement or option to purchase any real property or interest therein. (b) Section 4.9(b4.14(b) of the Company Disclosure Schedule lists Letter sets forth, as of the date of this Agreement, a true and complete list of all leases, subleases, licenses or other occupancy agreements under which the Company or any of its Subsidiaries leases or otherwise occupies real property (together, with all amendments, extensions, renewals and guaranties relating thereto, the “Real Property Leases”) and the address of the real property and interests therein leased or subleased by any Acquired Entity or by granted under each of the Retained Subsidiaries with respect to the Foreign Assets Real Property Leases (the individually, a “Leased Real Property”). For The Company or a Subsidiary of the Company has a good and valid leasehold estate, or other occupancy interest, in each item of Leased Real Property, Section 4.9(b) free and clear of all Liens and defects in title, except for Permitted Liens; all Real Property Leases and each Real Property Sublease are, in all material respects, legal, valid, enforceable and binding on the Company or the Subsidiary of the Disclosure Schedule lists Company party thereto and each other party thereto, and is, in all material respects, in full force and effect. Neither the lease Company nor any of its Subsidiaries that is party to any such Real Property Lease or subleaseReal Property Sublease has received or given any written notice of any material default thereunder which default continues on the date of this Agreement, pursuant and to which the applicable Acquired Entity holds Knowledge of the Company, neither the Company or Subsidiary nor any other party to any such Real Property Lease or Real Property Sublease is in breach or default under any such Real Property Lease or Real Property Sublease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a possessory interest breach or default, or permit the termination, modification or acceleration of rent under any such Real Property Lease or Real Property Sublease. Neither the Company nor any of its Subsidiaries that is party to any Real Property Lease or Real Property Sublease has received or given any written notice of any termination. Prior to the date of this Agreement, true, correct and complete copies of the Real Property Leases and Real Property Subleases have been delivered to Parent. The Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under each Real Property Lease has not been disturbed, and to the Knowledge of the Company, there are no disputes with respect to such Real Property Lease. All of the land, buildings, structures and other improvements leased, licensed or otherwise used or occupied by the Company and its Subsidiaries in the conduct of the business are included in the Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease”)Property. The leasehold interest of an Acquired Entity with respect No other party to each item of Leased any Real Property Lease or Real Property Sublease is held free and clear of any Liens, except Permitted Liens. No Acquired Entity is a sublessor an Affiliate of, and otherwise has any economic interest in, the Company or any Subsidiary. The Company or the applicable Subsidiary has not collaterally assigned or granted any Lease coveringother security interest in any Real Property Lease, Real Property Sublease or, in each case, any portion interest therein. All of the Leased landlord’s obligations to construct tenant improvements under each Real PropertyProperty Lease and Real Property Sublease have been paid and performed in full and all concessions from the landlord under each Real Property Lease and Real Property Sublease have been paid and performed in full. (c) Section 4.14(c) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list of all leases, licenses, subleases or similar agreements under which the Company or any of its Subsidiaries is the landlord or the sublandlord (such leases, licenses, subleases and similar agreements, collectively, the “Real Property Subleases”). (d) The Owned Real Property identified in Section 4.14(a) of the Company Disclosure Letter and the Leased Real Property identified in Section 4.14(b) of the Company Disclosure Letter (collectively, the “Real Property”) constitute comprise all interests in of the real property currently owned used or leased intended to be used in, or otherwise related to, the business of the Company and its Subsidiaries. All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Real Property (the “Improvements”) are in good condition and repair and sufficient for the operation of the business of the Company and its Subsidiaries. To the Knowledge of the Company, there are no structural deficiencies or latent defects affecting any of the Improvements and, to the Knowledge of the Company, there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the business of the Company and its Subsidiaries. To the Knowledge of the Company, (i) the Improvements on the Real Property have received all approvals of Governmental Authorities required in connection with the Acquired Business. No Acquired Entity has received written notice that ownership or operation thereof and have been operated and maintained in accordance with applicable Law and (ii) the location, construction, occupancy, operation or current use and occupancy of the buildings located on the Real Property violates and the operation of the business as currently conducted thereon do not violate any restrictive covenant applicable zoning, land use or deed restriction recorded local equivalent Law, and the Company has not received any written notice of, and no claims have been filed against any of the foregoing alleging a violation of, any such Real Property or any other Laws, except for such violations which would not reasonably be expected to have a Material Adverse EffectLaw.