Common use of Real Property Clause in Contracts

Real Property. (a) The Company does not own, nor has it ever owned, any real property. (b) Schedule 5.9(b) lists as of the date of this Agreement all Real Property Leases. The real property described on Schedule 5.9(b) is referred to as the "Leased Real Property." Copies of all written (and summaries of all oral) Real Property Leases have been provided to Parent prior to the date of this Agreement. (c) All Leased Real Property and its condition is suitable for its current use by the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) Section 4.22(a) of the Company Disclosure Schedule contains a true and complete description of all real property owned by the Company and its subsidiaries (the “Owned Real Property”) as of the date hereof. The Company does not ownand its subsidiaries have good and valid title to all of the Owned Real Property free and clear of Liens (other than Permitted Liens). None of the Owned Real Property is subject to any option, nor has it ever ownedlease, license, sublease or other occupancy agreement granting to any real propertythird party a right to use, occupy or enjoy any portion of the Owned Real Property or to obtain title to the Owned Real Property. (b) Schedule 5.9(bSection 4.22(b) lists as of the date Company Disclosure Schedule contains a true and complete list of this Agreement all Real Property leases, licenses, subleases and occupancy agreements, together with any amendments thereto (the “Leases. The ”), with respect to all real property described on Schedule 5.9(b) is referred to leased, licensed, subleased or otherwise used or occupied by the Company and its subsidiaries as lessee or sublessee (the "“Leased Real Property." Copies ” and, together with the Owned Real Property, the “Company Real Property”). True, complete and accurate copies of all written (and summaries of all oral) Real Property the Leases have been provided made available to Parent Buyer and Acquisition Sub prior to the date of this Agreementhereof. (c) All Leased To the knowledge of the Company, the Owned Real Property and its condition the Company’s current operation thereof is suitable for in compliance in all material respects with all applicable zoning, building, setback requirements and other applicable regulations of any Governmental Authority and all certificates of occupancy required to operate the Owned Real Property in its current use manner have been issued by the Companyapplicable Governmental Authority and remain in full force and effect. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in To the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by knowledge of the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewerno condemnation, requisition or taking by any public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Propertiesauthority has been threatened or contemplated, and the Company has not received any notice from any provider of such services condemnation, requisition or taking by a Governmental Authority with respect to the Owned Real Property. (e) Except as has not had, and would not reasonably be expected to have, a Company Material Adverse Effect: (i) each of any changes required the Leases constitutes the valid and legally binding obligation of the Company or one of its subsidiaries, as applicable, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to any facilities used or affecting creditors’ rights or by general equity principles, and (ii) each of the Leases is in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilitiesfull force and effect. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the knowledge of the Company's knowledge, there are is no pending condemnationviolation or default (nor does there exist any condition, eminent domainwhich with the passage of time or the giving of notice or both, would cause such a violation or default) by the Company or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to its subsidiaries, under any of the Leased Real PropertiesLeases except for such violations or defaults that, nor has any notice of such individually or in the aggregate, have not had and would not reasonably be expected to have a proposed condemnation been received by he CompanyCompany Material Adverse Effect. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. As of the Closing Date, (ai) The Company does not ownSchedule 3.05(b) contains a true and complete list of each interest in Real Property owned by any Loan Party and describes the type of interest therein held by such Loan Party. Schedule 3.05(b) contains a true and complete list of each Real Property leased, nor has it ever ownedsubleased or otherwise occupied or utilized by any Loan Party, any real propertyas lessee, sublessee, franchisee or licensee, and describes the type of interest therein held by such Loan Party and whether such lease, sublease or other instrument requires the consent of the landlord thereunder or other parties thereto to the Transactions. (bii) Schedule 5.9(bThe Real Property and the current use thereof complies in all material respects with (i) lists as all applicable Requirements of Law (including building and zoning ordinances and codes), and the Borrower or the relevant Loan Party is not an illegal user of such Real Property, and (ii) all insurance requirements of this Agreement, in each case, except where noncompliance could not reasonably be expected to have a Material Adverse Effect. (iii) No Casualty Event has been commenced or, to the best knowledge of Borrower and the Companies, is contemplated with respect to all or any portion of any material Real Property or for any materially adverse relocation of roadways providing access to such Real Property other than a Casualty Event relating to Real Property that has been restored, replaced or rebuilt. (iv) There are no current, pending or, to the best knowledge of Borrower and the Loan Parties, proposed special or other assessments for public improvements or otherwise affecting any Mortgaged Real Properties, nor are there any contemplated improvements to such Mortgaged Real Properties that may result in such special or other assessments, in each case, other than such assessments that will be paid prior to delinquency. (v) Neither the Borrower nor the Loan Parties have suffered, permitted or initiated the joint assessment of any Mortgaged Real Property with any other real property constituting a separate tax lot that would interfere with the legal foreclosure of such Mortgaged Real Property independent of any property that is not a Mortgaged Real Property. All owned Real Property is comprised of one or more parcels, each of which or such parcels together constitutes a separate tax lot and none of which constitutes a portion of any other tax lot. (vi) Each of the date Borrower and the Loan Parties has obtained all material permits (including assembly permits), licenses, variances and certificates required by Requirements of this Agreement Law to be obtained by such Person and necessary to the use and operation of the Mortgaged Real Properties for the purposes for which they are currently used. Each of the Borrower and the Companies has obtained all permits (including assembly permits), licenses, variances and certificates required by Requirements of Law to be obtained by such Person and necessary to the use and operation of Real Property other than Mortgaged Real Properties except to the extent that the failure to obtain such permits, licenses, variances and certificates could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. The use being made of all Real Property Leases. The real property described on Schedule 5.9(b) is referred to as in material conformity with the "Leased certificate of occupancy and/or such other permits, licenses, variances and certificates for such Real Property and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Property." Copies (vii) Except for maintenance and repairs in the ordinary course of business or as set forth on Schedule 3.05(b), to the best knowledge of Borrower and the Companies, all written (and summaries of all oral) Real Property Leases have been provided to Parent prior to the date of this Agreement. (c) All Leased Real Property owned by Loan Parties is free from structural defects and its condition is suitable for its current use by the Company. (d) All buildings, structures, improvements, fixtures, all building systems and equipment, and all components thereof, included in the Leased Real Property contained therein are in good working order and condition, ordinary wear and tear excepted and excepted, suitable for the purposes for which they are suitable in all material respects for their current use by the Companycurrently being used. (eviii) To No Person other than the Company's knowledgeCompanies has any possessory interest in any Real Property or right to occupy any Real Property except for leases, there subleases and concessions (i) in the ordinary course of business and (ii) on terms no less favorable to the Companies than terms that were available to unaffiliated parties in the market generally at the time entered into. There are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each no outstanding options to purchase or rights of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums first refusal or restrictions that are reasonably likely to adversely affect the cost or availability of on transferability affecting any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased owned Real Property. (gix) To Except as could not reasonably be expected to have a material adverse effect on the Company's knowledgeaffected Property, there are no pending condemnation(i) all Real Property has adequate rights of access to public ways to permit the Real Property to be used for its intended purpose and is served by operating and adequate water, eminent domainelectric, or any other taking by telephone, sewer, sanitary sewer and storm drain facilities, (ii) all public authority with or without payment of consideration therefor or similar actions with respect utilities necessary to any the continued use and enjoyment of the Leased Real PropertiesProperty and the Companies have the legal right to the continued use thereof, nor has any notice (iii) all roads necessary for the full utilization of the Real Property for its current purpose have been completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such a proposed condemnation been received by he CompanyReal Property and (iv) all reciprocal easement agreements affecting any Real Property are in full force and effect and no Loan Party is aware of any defaults thereunder. Except for public streets and sidewalks and other non-material parcels in respect of which any further discontinuance of use or occupying would not materially interfere with the value or utility of adjacent or nearby Real Property, no Loan Party uses or occupies any real property other than such Real Property in connection with the use and operation of any Real Property. (hx) To No building or structure constituting Real Property or any appurtenance thereto or equipment thereon, or the Company's knowledgeuse, operation or maintenance thereof, violates any restrictive covenant or encroaches on any easement or on any property owned by others, which violation or encroachment materially interferes with the Company has use or could materially adversely affect the right to conduct its value of such building, structure or appurtenance or which encroachment is necessary for the operation of the business in at any Real Property. All buildings, structures, appurtenances and equipment necessary for the use of each Leased Mortgaged Real Property for the remaining term of purpose for which it is currently being used are located on the applicable Real Property Leasereal property encumbered by such Mortgage. (ixi) With respect to the Leased Each parcel of Real Property, all options including each lease, has adequate available parking to renew, rights of first offer meet legal and rights of first refusal exercisable prior to the date of this Agreement have been properly exercisedoperating requirements (after taking into account reciprocal easement agreements and other easements on adjoining or nearby land). (jxii) Prior No portion of the Real Property owned by a Loan Party has suffered any material damage by fire or other material casualty loss that has not heretofore been substantially repaired and restored to its original condition. No portion of the date of this AgreementReal Property owned by a Loan Party (other than the Real Property located in Willimantic, the Company Connecticut for which Borrower has delivered to Parent copies of all subleases (collectively, the "Subleases"flood insurance) entered into is located in a special flood hazard area as designated by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtainedany federal governmental authorities.

Real Property. (a) The Section 4.19(a) of the Company does not ownDisclosure Letter sets forth a true, nor has it ever ownedcorrect and complete list, any real property. (b) Schedule 5.9(b) lists as of the date of this Agreement all Real Property Leases. The real property described on Schedule 5.9(bof (w) is referred to as the "street address of each parcel of Leased Real Property." Copies , (x) the identity of all written the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and summaries rental payment amounts pertaining to each such parcel of all oral) Real Property Leases have been provided to Parent prior to the date of this Agreement. (c) All Leased Real Property and its condition is suitable for its (z) the current use by of each such parcel of Leased Real Property. Neither the CompanyCompany nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (dii) All buildingsThe Company and its Subsidiaries have delivered to Acquiror true, structurescorrect and complete copies of all leases, improvementslease guaranties, fixturessubleases, building systems agreements for the leasing, use or occupancy of, or otherwise granting a right in and equipment, and all components thereof, included in to the Leased Real Property are by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in good conditionany material respect, ordinary wear and tear excepted and are suitable in all material respects for their current use except to the extent that such modifications have been disclosed by the Companycopies delivered to Acquiror. (eiii) To the The Company's knowledge’s and its Subsidiaries’, there are adequate sanitary as applicable, possession and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each quiet enjoyment of the Leased Real Properties, and the Company Property under such Real Property Leases has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledgebeen materially disturbed and, there are no material disputes pending condemnationor to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, eminent domainno party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any other portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking by public authority with or without payment in lieu of consideration therefor or similar actions condemnation with respect to any portion of the Leased Real Properties, nor has any notice Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) The No Indigo Group Company does not own, nor has it ever owned, owns any real property. (b) Schedule 5.9(b) lists . Section 4.15 of the Indigo Parent Disclosure Letter sets forth a complete list as of the date of this Agreement of all Real Property Leases. The real property described on Schedule 5.9(b) is referred to as the "and interests in real property leased by any Indigo Group Company (each, an “Indigo Leased Real Property." Copies of all written (”) and summaries of all oral) Real Property Leases have been provided to Parent prior to identifies the date of this Agreement. (c) All leases or subleases demising such Indigo Leased Real Property (each, an “Indigo Real Property Lease”). An Indigo Group Company has good and valid title to its condition is suitable for its current use by the Company. leasehold estates in all Indigo Leased Real Property, in each case free and clear of all Liens, except (di) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included Liens securing indebtedness reflected in the Leased Real Property are in good conditionlatest Indigo Financial Statements, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (eii) To the Company's knowledgeLiens consisting of zoning or planning restrictions, there are adequate sanitary and storm sewerpermits, public watereasements, gas, electrical, telephone covenants and other utilities and facilities at each restrictions or limitations on the use or occupancy of real property or irregularities in title thereto, which do not materially impair the Leased Real Properties, and the Company has not received notice from any provider use of such services of any changes required property as it is presently used or intended to any facilities be used in connection with such utilities. The Company has no Knowledge the Indigo Business, (iii) Liens for current Taxes and assessments not yet past due or the amount or validity of any pending which is being contested in good faith by appropriate Actions and for which adequate reserves in accordance with IFRS have been established in the latest Indigo Financial Statements, (iv) mechanics’, carriers’, workmen’s, materialmen’s, repairmen’s and similar Liens arising in the ordinary course of business consistent with past practice for sums not yet due and payable and (v) Liens which do not and would not reasonably be expected to, individually or threatened moratoriums or restrictions that are reasonably likely to in the aggregate, materially and adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful use and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice operation of such a proposed condemnation been received by he Company. assets as they are presently used and operated or intended to be used and operated in connection with the Indigo Business (h) To the Company's knowledge, the Company has the right to conduct its business items in each Leased Real Property for the remaining term of the applicable Real Property Lease. clauses (i) With respect to the Leased Real Propertythrough (v), all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j“Indigo Permitted Liens”)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) The Company does SEC Documents list all material real property owned by the Company or any of its Subsidiaries (collectively, including the improvements thereof, the “Owned Real Property”). Except as would not ownbe material to the Company and its Subsidiaries, taken as a whole, neither the Company nor any of its Subsidiaries is a party to a contract of sale to purchase real property in which the conveyance contemplated therein has it ever ownednot yet been consummated, and there are no outstanding options or rights of first refusal or rights of first offer to purchase the parcel, or any real propertyportion thereof or interest therein. (b) Schedule 5.9(bSection 4.17(b) lists as of the date Company Disclosure Letter sets forth a true, correct and complete list of this Agreement (i) all material real property leased by the Company or any of its Subsidiaries (collectively, including the improvements thereon, the “Leased Real Property”), and (ii) all leases, subleases and material licenses or other occupancy agreements, including all amendments and modifications thereto (collectively, the “Real Property Leases. The real property described on Schedule 5.9(b”) is referred pursuant to as the "Leased Real Property." Copies of all written (and summaries of all oral) Real Property Leases have been provided to Parent prior to the date of this Agreement. (c) All Leased Real Property and its condition is suitable for its current use by the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and which the Company has not received notice from or any provider of such services of any changes required its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect other occupancy arrangements) the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (gc) To Except as would not be material to the Company and its Subsidiaries, taken as a whole, or as set forth in Section 4.17(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is party to any lease or sublease to any third party demising to such third party any right to occupy all or any portion of any of the Owned Real Property or the Leased Real Property. (d) Except as would not have a Company Material Adverse Effect, the Company and/or its Subsidiaries have good fee simple title to all Owned Real Property and valid leasehold, subleasehold or license interests in all Leased Real Property free and clear of all Liens, except Permitted Liens. The Owned Real Property and the Leased Real Property constitute all of the real property used by the Company or any of its Subsidiaries in the operation of their respective businesses. (e) Neither the Company nor any of its Subsidiaries has received notice of any default under any of the material provisions of any of the Real Property Leases that has not been cured, and, to the Knowledge of the Company's knowledge, there are no pending condemnationexcept as would not have a Company Material Adverse Effect, eminent domainneither the Company nor any of its Subsidiaries has received any written communication from, or given any other taking by public authority with or without payment of consideration therefor or similar actions with respect written communication to, any third party that is a party to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, Property Leases alleging that the Company has or any of its Subsidiaries or such other party, as the right to conduct its business case may be, is in each Leased Real Property for the remaining term of the applicable default under such Real Property Lease. (if) With respect There are no pending or, to the Knowledge of the Company, threatened condemnation or eminent domain proceedings, lawsuits or administrative actions relating to any portion of the Owned Real Property or the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect: (a) The Company does not ownor one of the Company Subsidiaries, nor as applicable, has it ever ownedgood and marketable indefeasible fee simple title to all Owned Real Property, free and clear of all Liens other than Permitted Liens. The Company or a Company Subsidiary, as applicable, has exclusive possession of each Owned Real Property, other than any real propertyuse and occupancy rights, without any options to purchase, granted to third-party tenants or licensees pursuant to agreements entered into in the ordinary course of business. (b) Schedule 5.9(b) lists as None of the date Company and/or the Company Subsidiaries is in material default or violation of, or not in compliance with, any Law applicable to its occupancy of this Agreement all Real Property Leases. The real property described on Schedule 5.9(b) is referred to as the "Leased Real Property." Copies of all written (and summaries of all oral) Real Property Leases have been provided to Parent prior to the date of this Agreement. (c) All Leased Real Property and its condition is suitable for its current use by the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by subject to the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real PropertiesLeases, and no event has occurred or circumstance exists which, with the Company has not received notice from any provider delivery of such services notice, the passage of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domaintime, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Propertiesboth, nor has any notice of would constitute such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) material breach or default. With respect to the Leased Real Property, the Company and/or the Company Subsidiaries have and own valid, legally binding and enforceable leasehold estates in the Leased Real Property, free and clear of all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercisedLiens other than Permitted Liens. (jc) Prior The Company and the Company Subsidiaries have a valid and enforceable right to use any real property that is used in the business but is not Owned Real Property or Leased Real Property. (d) There are no existing, pending or, to the Knowledge of the Company, threatened in writing appropriation, condemnation, eminent domain or similar proceedings that affect any Owned Real Property or, to the Knowledge of the Company, Leased Real Property. As of the date of this Agreementhereof, neither the Company nor any Company Subsidiary has delivered received any written notice of the intention of any Governmental Entity or other person to Parent copies take or use any of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtainedReal Property.

Real Property. (a) The Section 5.20 of the Company does not ownDisclosure Letter sets forth a true, nor has it ever ownedcorrect and complete list, any real property. (b) Schedule 5.9(b) lists as of the date of this Agreement Agreement, of (i) the street address of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term and rental payment amounts pertaining to each such parcel of Leased Real Property, (iv) the current use of each such parcel of Leased Real Property and (v) the Real Property Lease associated with each Leased Real Property. Neither the Company nor its Subsidiaries owns, occupies or otherwise uses any real property other than the Leased Real Property in connection with its business. With respect to each parcel of Leased Real Property: (a) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (b) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases. The real property described on Schedule 5.9(b) is referred to as the "Leased Real Property." Copies ”), and none of all written (and summaries of all oral) such Real Property Leases has been modified, except to the extent that such modifications have been provided disclosed by the copies delivered to Parent prior to the date of this AgreementAcquiror. (c) All The Company’s and its Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed, and its condition is suitable for its current use by the Companythere are no material disputes with respect to such Real Property Leases (such materiality assessed with respect to a Company Material Adverse Effect). (d) All buildingsNo party, structuresother than the Company or its Subsidiaries, improvements, fixtures, building systems and equipment, and all components thereof, included in has any right to use or occupy the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Companyor any portion thereof. (e) To The Company and each if its Subsidiaries, have complied in all material respects with the Company's knowledge, there are adequate sanitary terms of the Real Property Leases and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each all applicable Laws regarding the use of the Leased Real Properties, and the Company has not received notice from any provider of Property (such services of any changes required materiality assessed with respect to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilitieseach Lease). (f) The There is no actual or pending action, dispute, claims or demands against the Company enjoys peaceful and undisturbed possession or any of each Leased its Subsidiaries under or in connection with the Real Property. (g) To Property Leases and, to the Company's ’s knowledge, there are is no pending condemnationfact, eminent domainmatter or circumstance that is reasonably likely to give rise to such action, dispute, claim, demand or any other taking Action. No material defaults by public authority with (A) the Company or without payment of consideration therefor its Subsidiaries or similar actions with respect (B) to any the knowledge of the Leased Real PropertiesCompany, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledgelandlord or sub-landlord, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable as applicable, presently exist under any Real Property Lease. (ig) With respect The Company and each of its Subsidiaries have paid in full all applicable government taxes, fees and other payments if and to the Leased Real Property, all options to renew, rights of first offer extent due and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into payable by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for or its Subsidiaries in relation to the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtainedReal Property Lease.

Real Property. (a) The Schedule 3.14(a) sets forth a correct and complete list of all real property owned by the Purchased Companies (the “Owned Real Property”) and the owner thereof. Except as set forth on Schedule 3.14(a): (i) the applicable Purchased Company does not ownhas good and marketable fee simple title to such Owned Real Property, nor free and clear of all Liens, except Permitted Liens, (ii) no Purchased Company has it ever ownedleased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein, (iv) no Purchased Company is a party to any agreement or option to purchase, or holds any options, rights of first offer or rights of first refusal to purchase any real propertyproperty or interest therein relating to the respective businesses of the Purchased Companies, and (v) Griffon has made available prior to the date of this Agreement to Buyer copies of each deed for each parcel of Owned Real Property and all title insurance materials, surveys, appraisals and similar materials relating to the Owned Real Property, in each case to the extent in either Seller’s or any Purchased Company’s possession or control. (b) Schedule 5.9(b3.14(b) lists sets forth a correct and complete list of all real property that is leased or subleased and occupied by the Purchased Companies (the “Leased Real Property”) and together with the Owned Real Property, (the “Real Property”) as of the date of this Agreement all Agreement. Griffon has, or has caused to be, made available to Buyer correct and complete copies of each of the leases pursuant to which each Purchased Company leases the Leased Real Property (the “Leases”). The real property described Each Lease is valid and binding on the Purchased Company party thereto and enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). None of the Purchased Companies, and, to the Knowledge of the Seller, none of the other parties thereto, are in breach or default under any Lease, and, to the Knowledge of the Seller, no circumstances or state of facts presently exists which, with the giving of notice or passage of time, or both, would constitute a breach or default under any Lease. Except as set forth on Schedule 5.9(b) is referred 3.14(b), no Purchased Company has leased or otherwise granted to as any Person the "right to use or occupy such Leased Real PropertyProperty or any portion thereof." Copies (c) Except as set forth on Schedule 3.14(c), as of all written (and summaries of all oral) Real Property Leases have been provided to Parent prior to the date of this Agreement. (c) All Leased , there are no material pending or, to the Knowledge of the Seller, threatened, appropriation, condemnation, eminent domain or like proceedings relating to the Real Property and its condition is suitable for its current use by the CompanyProperty. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in which are part of the Leased Real Property are in good condition, ordinary wear condition and tear excepted and are suitable structurally sound in all material respects respects, and all mechanical and other systems located therein are in good operating condition, subject to normal wear, and are sufficient for their current use by the Companyoperation of the respective businesses of the Purchased Companies as presently conducted in all material respects. (e) To the Company's knowledgeNeither ISC Farmingdale nor, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Propertiesother parties thereto are in breach of, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledgeor in default under, the Company has XXX Lease or the right XXX Sublease, and, to conduct its business in each Leased Real Property for the remaining term Knowledge of the applicable Real Property Seller, no circumstances or state of facts presently exists which, with the giving of notice or passage of time, or both, would constitute a breach or default under the XXX Lease or the XXX Sublease. ISC Farmingdale has met all of the requirements provided in Section 2.5 of the XXX Lease, including completion of the Project at a cost of at least $35,000,000 and provision of all certificates to the Agency as required by the XXX Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) The Neither Private Company does not own, nor has it ever owned, any of its Subsidiaries owns any real property. (b) Section 4.9(b) of Private Company Disclosure Schedule 5.9(b) lists sets forth a complete and accurate list as of the date of this Agreement of all Real Property Leases. The leases, subleases or licenses pursuant to which the Company or any of its Subsidiaries leases, , licenses or is otherwise granted a right of use or occupancy of, any real property described on Schedule 5.9(b) is referred to as the "Leased Real Property." Copies of all written (and summaries of all oral) Real Property Leases have been provided to Parent prior material to the date conduct of this Agreement. (c) All Leased Real Property the business of the Company and its condition is suitable for its current use by the Company. (d) All buildingsSubsidiaries, structurestaken as a whole, improvementsas currently conducted, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Person other than Private Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. its Subsidiaries (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to as amended through the date of this Agreement, the “Private Company Leases”) and the location of the premises subject thereto (the “Private Company Leased Properties”). The Private Company Leases have not been amended, modified or supplemented in any material respect except as expressly set forth in Section 4.9(b) of the Private Company Disclosure Schedule. Neither Private Company nor any of its Subsidiaries nor, to Private Company’s Knowledge, any other party to any Private Company Lease is in default under any of the Private Company Leases, except where the existence of such defaults, individually or in the aggregate, is not reasonably likely to have a Private Company Material Adverse Effect. Except as is not reasonably likely to have a Private Company Material Adverse Effect, assuming good fee title to the Private Company Leased Properties is vested in each of the lessors thereof, and subject to any Permitted Liens affecting the leasehold interest of the Private Company and its Subsidiaries in the Private Company Leased Property, the Private Company and its Subsidiaries have valid and enforceable leasehold interests in the Private Company Leased Properties, unencumbered by any Liens. Except as is not reasonably likely to have a Private Company Material Adverse Effect, to Private Company’s Knowledge, (i) no event has occurred or condition exists that with the passage of time is likely to result in any default of Private Company or any of its Subsidiaries under any of the Private Company Leases, and (ii) the Private Company Leased Properties, and the business activities of Private Company and its Subsidiaries at the Private Company Leased Properties, are in compliance with the material terms and conditions of the Private Company Leases, and (iii) the Private Company Leased Properties are otherwise in good operating condition and repair as of the date of this Agreement, ordinary wear and tear excepted. Neither Private Company nor any of its Subsidiaries leases, subleases or licenses any real property to any Person other than Private Company and its Subsidiaries. Private Company has delivered made available to Parent Public Company complete and accurate copies of all subleases (collectively, the "Subleases") entered into by the Private Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtainedLeases.

Real Property. Except as would not reasonably be likely, either individually or in the aggregate, to have a Material Adverse Effect on Anchor, Anchor or a Anchor Subsidiary (a) The Company does has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Anchor SEC Reports as being owned by Anchor or a Anchor Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Anchor Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not ownyet due, nor has it ever owned(ii) Liens for real property Taxes not yet due and payable, any real property. (iii) easements, rights of way, and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) Schedule 5.9(bis the lessee of all leasehold estates reflected in the latest audited financial statements included in such Anchor SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) lists as (the “Anchor Leased Properties” and, collectively with the Anchor Owned Properties, the “Anchor Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the date properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Anchor’s knowledge, the lessor. There are no pending or, to the knowledge of this Agreement all Real Property Leases. The real property described on Schedule 5.9(b) is referred to as Anchor, threatened condemnation proceedings against the "Leased Anchor Real Property." Copies of all written (and summaries of all oral) Real Property Leases have been provided to Parent prior to the date of this Agreement. (c) . All Leased Real Property and its condition is suitable for its current use by the Company. (d) All buildingsreal property, structuresmachinery, improvements, fixtures, building systems and equipment, furniture and all components thereoffixtures owned or leased by Anchor or its Subsidiaries that is material to their respective businesses is structurally sound, included in the Leased Real Property are in good condition, operating condition (ordinary wear and tear excepted excepted) and are suitable has been and is being maintained and repaired in all material respects for their current use by the Companyordinary condition of business. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) The Company does not own, nor has it ever owned, Neither of the Acquired Entities owns any real property. (b. Section 2.13(a) Schedule 5.9(b) lists as of the date Seller Disclosure Schedule sets forth a list of this Agreement all leases, subleases, grants or licenses with respect to real property (each, a “Real Property Leases. The Lease”) pursuant to which any Acquired Entity is a party, together with corresponding street address of all such leased real property described on Schedule 5.9(b) is referred to as (collectively, the "“Leased Real Property." Copies ”). A true and complete copy of all each written (and summaries of all oral) Real Property Leases have Lease (including all modifications, amendments, renewals and extensions thereto), and a written summary of the material terms of any oral Real Property Lease, in each case, as in effect on the date hereof, has been provided to Parent made available prior to the date hereof to Buyer and there have been no amendments, modifications or extensions of this Agreement. (csuch Real Property Leases other than those set forth on Section 2.13(a) All of the Seller Disclosure Schedule. The Leased Real Property and its condition is suitable constitutes all real property used or held for its current use by the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included Acquired Entities in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each operation of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilitiesActon Business as currently operated. The Company has no Knowledge Acquired Entities have a valid leasehold interest in each parcel of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (gb) To With respect to each Real Property Lease, and except as set forth on Section 2.13(b) of the Company's knowledgeSeller Disclosure Schedule: (i) each Real Property Lease is legal, valid and binding on, and enforceable against, the Acquired Entity party thereto and, to Seller’s Knowledge, each other party thereto, enforceable in accordance with its terms; (ii) no Acquired Entity has given or received any written notice of default under any Real Property Lease, and no default by any Acquired Entity or, to the Knowledge of the Seller, the other party or parties thereto, is continuing under any of the Real Property Leases; (iii) the Acquired Entity party to each Real Property Lease has not had its possession and quiet enjoyment of the Leased Real Property leased pursuant to such Real Property Lease materially disturbed and, to the Knowledge of the Seller, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions material disputes with respect to any of the Real Property Leases; (iv) each Acquired Entity, and, to the Seller’s Knowledge, each of the other parties thereto, has performed in all material respects all material obligations required to be performed by it under each Real Property Lease; (v) no security deposit or portion thereof deposited with respect to such lease has been applied in respect of a breach or default under such lease which has not been re-deposited in full; (vi) no Acquired Entity is a party to any written or oral subleases, assignments, licenses, or other contracts granting to any Person other than an Acquired Entity the right to use or occupy any Leased Real PropertiesProperty, nor has such Acquired Entity collaterally assigned or granted any notice other security interest in any of the Real Property Leases or any interest therein other than security interests to be released upon repaying of Indebtedness at the Closing; and (vii) no Acquired Entity is a party to any outstanding options or rights of first refusal to purchase all or a portion of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable which is subject to a Real Property Lease. (c) To Seller’s Knowledge, (i) With respect to there are no material physical, structural or mechanical defects in any of the buildings, building systems or improvements on any of the Leased Real Property which materially impair the use of such Leased Real Property, and (ii) all options to renewsuch buildings, rights of first offer building systems and rights of first refusal exercisable prior to improvements (including the date of this Agreement have been properly exercised. (jroof, HVAC, electrical, plumbing, sprinklers and fire safety systems) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, in good operating condition and have been repair and are adequate for the terms thereofuses to which they are being put. Except as disclosed on Section 2.13(c) of the Seller Disclosure Schedule, within the last 12 months, neither Seller nor any Acquired Entity has received written notice of any pending or threatened in good standing and in full force and effect, and all necessary consents with respect thereto have been obtainedwriting condemnation or eminent domain proceedings or their local equivalent affecting or relating to such Leased Real Property.

Real Property. (a) The Section 3.19(a) of the Seller Disclosure Letter sets forth, as of the date hereof, (i) a correct and complete list of all real property that is or will, following the Restructuring, be owned by an Acquired Company does not own(the “Owned Property”) and (ii) a correct and complete list of all real property that is or will, nor has it ever ownedfollowing the Restructuring, be leased, subleased or licensed by an Acquired Company and is either (A) material to the operation of the Business or (B) requires rental payments in excess of $1,000,000 per year (the “Leased Property” and the leases, subleases, occupancy agreements and licenses underlying such Leased Property (or documents having equivalent effect in any real propertyjurisdiction), collectively, the “Leases”). (b) Schedule 5.9(bExcept for Permitted Encumbrances, an Acquired Company has (or will have following the Restructuring) lists as of marketable fee simple title to the date of this Agreement all Real Property Leases. The real property described on Schedule 5.9(b) is referred to as the "Leased Real Owned Property." Copies , free and clear of all written (Encumbrances. An Acquired Company has a valid leasehold or subleasehold interest or licensee rights in and summaries to all Leased Property pursuant to the Leases and fee simple title or a leasehold interest in all material tangible personal property that is reflected in the Audited Financial Statements or that has been acquired since the Audited Balance Sheet Date, in each case free and clear of all oral) Real Property Leases Encumbrances, other than Permitted Encumbrances, except for such tangible personal property and inventory that has been disposed of in the ordinary course of business. Except as would not reasonably be expected to have been provided a Business Material Adverse Effect, such tangible personal property is, taken as a whole, in good operating condition, subject to Parent prior normal wear and tear, and is free from defects. Except as would not reasonably be expected to have a Business Material Adverse Effect, the date buildings and structures owned or leased by the Acquired Companies are structurally sound, in good operating condition, and are adequate for the uses to which they are being put, and none of this Agreementsuch property is in need of maintenance or repairs. (c) All Leased Real Property and its condition is suitable for its current use by the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Owned Property and Leased Real Property, no Seller Business Group Member has (i) leased, sublet, assigned, mortgaged or otherwise granted any third party the right to hold or occupy all options or any portion thereof, or (ii) as of the date hereof, received written notice of any condemnation proceeding or proposed action or agreement for taking in lieu of condemnation that, if determined adversely to renewthe relevant Seller Business Group Member, would be material to the Seller Business Group or the Business, nor is any such proceeding, action or agreement pending or threatened in writing or, to Seller’s Knowledge, threatened orally as of the date hereof. There are no outstanding options, rights of first offer and or rights of first refusal exercisable prior to the date of this Agreement have been properly exercisedpurchase any Owned Property or any portion thereof and no Seller Business Group Member is a party to any agreement or option to sell or transfer any Owned Property. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) The None of the Company does not own, nor has it ever owned, or any real propertyof its Subsidiaries owns any Owned Real Property. (b) Schedule 5.9(bSection 4.20(b) lists of the Company Disclosure Letter sets forth a true, correct and complete list as of the date of this Agreement of all Leased Real Property and all Real Property Leases. The real property described on Schedule 5.9(bLeases (as hereinafter defined) is referred pertaining to as the "such Leased Real Property." Copies . With respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear of all written Liens, except for Permitted Liens. (ii) The Company and summaries its Subsidiaries have delivered to Acquiror true, correct and complete copies of all oral) leases, subleases, licenses or occupancy agreements, including all amendments, extensions, renewals, guaranties, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases have been provided to Parent prior modified in any material respect, except to the date of this Agreementextent that such modifications have been disclosed by the copies delivered to Acquiror. (ciii) All Leased Real Property The Company and its condition is suitable for its current use by the Company. (d) All buildingsSubsidiaries’, structuresas applicable, improvements, fixtures, building systems possession and equipment, and all components thereof, included in quiet enjoyment of the Leased Real Property are in good conditionunder such Real Property Leases has not been materially disturbed and, ordinary wear and tear excepted and are suitable in all material respects for their current use by to the knowledge of the Company, there are no material disputes with respect to such Real Property Leases. (eiv) To Neither the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each Company nor any of its Subsidiaries have received written notice of any current condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) The Company does not ownSection 2.14(a) of the Seller Disclosure Letter sets forth a true and complete list of (i) all real property and interests in real property owned in fee by Seller or any of its Subsidiaries that is exclusively used in connection with the Snacks Business (together with the Mechelen Facility, nor has it ever ownedthe “Owned Real Property”), (ii) any real property leases or subleases to which the Seller or any of its Subsidiaries is a lessee and with respect to which all of the real property leased or subleased thereunder is used in connection with the Snacks Business and is material to the Snacks Business, (the “Real Property Leases,” and such real property, the “Leased Real Property”), and (iii) any other real property that is owned in fee or leased, subleased, licensed or otherwise used by Seller or any of its Affiliates and utilized by Seller or any of its Affiliates to manufacture, distribute or sell the products of the Snacks Business and that is material to the Snacks Business (“Shared Operational Real Property”). For the avoidance of doubt, “Shared Operational Real Property” will not be deemed to include any real property utilized by Seller’s “Global Business Services” unit to provide support to the Snacks Business. (b) Schedule 5.9(b) lists as of the date of this Agreement all Real Property Leases. The real property described on Schedule 5.9(b) is referred to as the "Leased Real Property." Copies True and complete copies of all written (and summaries of all oral) Real Property Leases have been provided made available to Parent prior Acquiror. Each Real Property Lease is a valid and binding agreement of Seller or its Subsidiary that is a party thereto and, to the Knowledge of Seller, is in full force and effect and enforceable by Seller or such Subsidiary in accordance with its terms, except as is not, individually or in the aggregate, material to the Snacks Business. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Snacks Business MAE, each of Seller and its Subsidiaries has performed all obligations required to be performed by it to date under the Real Property Leases to which it is a party and is not (with or without the lapse of this Agreementtime or the giving of notice, or both) in breach or default thereunder and, to Seller’s Knowledge, no other party is in breach or default under any such Real Property Lease. (c) All Leased Seller or a Subsidiary of Seller has valid fee title to all Owned Real Property and its condition is suitable Property, subject to no Security Interests except for its current use by the CompanyPermitted Encumbrances. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the No parcel of Owned Real Property or Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required is subject to any facilities used in connection with such utilities. The Company has no Knowledge of governmental decree or order to be sold or being condemned, expropriated or otherwise taken by any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration compensation therefor nor, to Seller’s Knowledge, has any condemnation, expropriation or similar actions taking been proposed, except as would not be material to the Snacks Business. There is no pending or, to Seller’s Knowledge, threatened, Action that would interfere with respect to any the quiet enjoyment of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Owned Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to or the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) The Section 5.20 of the Company does not ownDisclosure Letter sets forth a true, nor has it ever ownedcorrect and complete list, any real property. (b) Schedule 5.9(b) lists as of the date of this Agreement Agreement, of (w) the street address of each parcel of Leased Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the term and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries, taken as a whole, with respect to each parcel of Leased Real Property: (a) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (b) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases. The real property described on Schedule 5.9(b) is referred to as the "Leased Real Property." Copies ”), and none of all written (and summaries of all oral) such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been provided disclosed by the copies delivered to Parent prior to the date of this AgreementAcquiror. (c) All The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property and its condition is suitable for its current use by under such Real Property Leases has not been materially disturbed and, to the knowledge of the Company, there are no material disputes with respect to such Real Property Leases. (d) All buildingsTo the knowledge of the Company, structuresno party, improvementsother than the Company or its Subsidiaries, fixtures, building systems and equipment, and all components thereof, included in has any right to use or occupy the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Companyor any portion thereof. (e) To Neither the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Properties, and Property. No material defaults by (A) the Company has not received notice from any provider or its Subsidiaries or (B) to the knowledge of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnationany landlord or sub-landlord, eminent domainas applicable, or presently exists under any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) The Section 4.22(a) of the Company does not ownDisclosure Schedules sets forth a true and complete list, nor has it ever owned, any real property. (b) Schedule 5.9(b) lists as of the date of this Agreement Agreement, of all real property owned by the Company (the “Owned Real Property”). Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect, the Company has good and marketable title to all of the Owned Real Property Leasesfree and clear of all Liens other than Permitted Liens. The Company has not granted, or is obligated under, any option, right of first offer, right of first refusal or similar contractual right to sell or dispose of the Owned Real Property or any portion thereof or interest therein. (b) Section 4.22(b) of the Company Disclosure Schedules sets forth a true and complete list of all real property described on Schedule 5.9(bleased, subleased, licensed or otherwise occupied by the Company and the address thereof (each, a “Leased Property”) is referred and, with respect to as each material Leased Property, each lease, sublease, license, sublicense or other occupancy agreement, in each case including all amendments thereto, demising any such Leased Property to the "Company (each, a “Lease Agreement”). The Company (i) holds a valid and existing leasehold interest in each Leased Real Property." Copies Property and (ii) holds good and valid title to all material tangible properties and assets, in each case, free and clear of all written (and summaries of all oral) Real Property Leases Liens other than Permitted Liens, except, in each case, as would not have been provided to Parent prior to the date of this Agreementa Company Material Adverse Effect. (c) All With respect to each Leased Real Property Property, the Company enjoys possession and its condition is suitable for its current use by the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, quiet enjoyment thereof and the Company has not received notice from subleased, licensed, sublicensed or otherwise granted anyone a right to use or occupy such Leased Property or any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domainportion thereof, or otherwise assigned, pledged, hypothecated, mortgaged or otherwise transferred any lease, sublease, license, sublicense or other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Companyinterest therein. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) The Company does Schedule 3.13(a) of the Seller Disclosure Letter sets forth a list and the addresses of the Owned Real Property as of the date hereof. With respect to each Owned Real Property: (i) the applicable Conveyed Companies have good title to all Owned Real Property set forth on Schedule 3.13(a) of the Seller Disclosure Letter free and clear of all Liens other than Permitted Liens, (ii) except as set forth on Schedule 3.13(a) of the Seller Disclosure Letter, the applicable Conveyed Companies have not ownleased 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 Purchaser pursuant to this Agreement, nor has it ever ownedthere 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. None of the Conveyed Companies is a party to any agreement or option to purchase any real propertyproperty or interest therein. (b) Schedule 5.9(b3.13(b) lists of the Seller Disclosure Letter sets forth a list and the addresses as of the date hereof of this Agreement all Leased Real Property pursuant to the leases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) listed on Schedule 3.13(b) of the Seller Disclosure Letter (the “Real Property Leases”). The real property described on Except as set forth in Schedule 5.9(b3.13(b) is referred of the Seller Disclosure Letter, with respect to as each of the "Real Property Leases: (i) the Conveyed Companies’ possession and quiet enjoyment of the Leased Real Property." Copies of all written (and summaries of all oral) Property under such Real Property Leases has not been materially disturbed, and there are no material disputes with respect to such Real Property Leases; (ii) the Conveyed Companies have been provided not subleased, licensed or otherwise granted any Person the right to Parent prior to use or occupy such Leased Real Property or any portion thereof; and (iii) the date of this AgreementConveyed Companies have not collaterally assigned or granted any other security interest in such Real Property Leases or any interest therein. (c) All Leased Real Property Schedule 3.13(c) of the Seller Disclosure Letter sets forth a true and its condition is suitable for its current use by complete list as of the Company. date hereof of all Landlord Leases (d) All buildingsincluding all amendments, structuresextensions, improvementsrenewals, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone guaranties and other utilities agreements with respect thereto), including the date and facilities at name of the parties to such Landlord Lease document. Except as set forth in Schedule 3.13(c) of the Seller Disclosure Letter, with respect to each of the Leased Real PropertiesLandlord Leases: (i) the other party to such Landlord Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company Conveyed Companies; (ii) to the Knowledge of Seller, the other party to such Landlord Lease has not received notice from subleased, licensed or otherwise granted any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has Person the right to conduct its business use or occupy, the premises demised thereunder or any portion thereof; and (iii) to the Knowledge of Seller, the other party has not collaterally assigned or granted any other security interest in each Leased Real Property for the remaining term of the applicable Real Property such Landlord Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. SECTION 4.22 of the Disclosure Schedule lists those parcels of real property used, occupied or operated by the Company (athe "REAL PROPERTY") and all leases, including capitalized leases, for real property used by the Company (the "REAL PROPERTY LEASES"). The Real Property and Real Property Leases are the only property of similar type used by the Company. The Company does not ownowns the Real Property in fee subject to no Liens, nor has it ever owned, any real property. (b) Schedule 5.9(b) lists as except for those set forth in SECTION 4.22 of the date of this Agreement all Disclosure Schedule. The Company's interest in the Real Property LeasesLeases is subject to no Liens, except for those set forth in SECTION 4.22 of the Disclosure Schedule. The real property described on Schedule 5.9(b) is referred to as True and correct copies of the "Leased Real Property." Copies of all written (and summaries of all oral) Real Property Leases have been provided delivered or made available to Parent prior to the date of this Agreement. (c) All Leased Real Property and its condition is suitable for its current use Buyer by the Company. (d) All . Subject to the terms of the respective Real Property Leases, the Company has a valid and subsisting leasehold estate in and the right to quiet enjoyment to the property subject thereto for the full term of the respective Real Property Lease. The Real Property Leases are in full force and effect adequate and suitable for the conduct of the business of the Company and are enforceable in accordance with their respective terms, except as such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization or other similar Laws, now or hereafter in effect, affecting the enforcement of creditors' rights generally. The Company has not assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease. The Company has not sublet all or any portion of any Leased Real Property. The Company has not received any written notice of default under any Real Property Lease, and to the Company's knowledge there is no material default by any tenant or landlord under any Real Property Lease, and no event has occurred or failed to occur which, with the giving of notice or the passage of time, or both, would constitute a material default under any Real Property Lease. No portion of any parcel of Real Property or real property subject to a Real Property Lease is located in an area designated as a flood zone by any governmental entity, except to the extent such property is adequately insured by a policy of flood insurance. The buildings, structures, improvementsfacilities, fixtures, building systems fixtures and equipment, other improvements located on the Real Property and all components thereof, included in the Leased Real Property are adequate and suitable for the conduct of the business of the Company and are in good working order and condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Companyexcepted. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (aSchedule 2.1(b) The Company does not own, nor has it ever owned, any real property. (b) Schedule 5.9(b) lists as sets forth a list and --------------- description of the date of this Agreement all Owned Real Property Leases. The real property described on Schedule 5.9(b) is referred to as the "and Leased Real Property." Copies of , and is true, complete and accurate in all written (respects. Seller is holding, or shall hold at Closing, title in fee simple to the Owned Real Property, and summaries of the leasehold interests to all oral) Leased Real Property, including Real Property Leases hereafter acquired, in each case free and clear of any Liens, except for Permitted Liens. At the Closing, Seller shall have been provided and shall transfer to Parent prior Buyer (i) good and marketable fee simple title to the date of this Agreement. (c) All Leased all its Owned Real Property and (ii) its condition is suitable for its current use by the Company. (d) All buildingsleasehold interests in and to all Leased Real Property, structures, improvements, fixtures, building systems free and equipment, clear of any and all components thereofLiens (except for Permitted Liens). There are not pending or, included to the best of Seller's knowledge, threatened, any condemnation actions or special assessments or any pending proceedings for changes in the Leased zoning with respect to such Real Property are in good condition, ordinary wear or any part thereof and tear excepted and are suitable in all material respects for their current Seller has not received any notice of the desire of any public authority or other entity to take or use by the Company. (e) any Real Property or any part thereof. To the CompanySeller's knowledge, there is no material defect in any of the structures on the Real Property which would interfere with the current use of such structures or Buyer's ability to utilize such structures in substantially the same manner in which they are adequate sanitary and storm sewercurrently used by Seller. Each parcel of Real Property has access to all public roads, public waterutilities, gas, electrical, telephone and other utilities and facilities at each services necessary for the operation of the Leased relevant System with respect to such parcel and except for the absence of various easements, apartment access agreements and/or commercial service agreements permitting Seller to locate cable on real property owned by third parties which individually or in the aggregate does not and will not have a material adverse effect on any of the Assets, the operation of any System or the financial condition or business of any System, Seller has complied with or otherwise resolved to the satisfaction of the relevant Government Authority, all notices or orders to correct violations of Legal Requirements issued by any Governmental Authority having jurisdiction against or affecting any of the Real PropertiesProperty. All leases and subleases pursuant to which any of the Real Property is occupied or used are set forth on Schedule 2.1(b) and such leases and subleases are valid, --------------- subsisting, binding and the Company enforceable in accordance with their respective terms and there are no existing defaults thereunder or events that with notice or lapse of time or both would constitute defaults thereunder. Seller has not received notice from any provider nor, to the best of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the CompanySeller's knowledge, there are no pending condemnation, eminent domain, or has any other taking by public authority with or without payment of consideration therefor or similar actions with respect party to any of the contract, lease or sublease relating to any Leased Real Properties, nor has any Property given or received notice of such a proposed condemnation been received by he Company. (h) To termination, and, to the Companybest of Seller's knowledge, subject to the Company has receipt of any Required Consents, the right to conduct its business in each Leased Real Property for the remaining term consummation of the applicable Real Property Lease. (i) With respect transactions contemplated by this Agreement will not result in any such termination. Subject to the Leased Real Propertyreceipt of Required Consents, all options to renewSeller is not nor will it be, rights as a result of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of transactions contemplated by this Agreement, with the Company has delivered giving of notice or the passage of time or both, in breach of any provision of any contract, lease or sublease relating to Parent copies of all subleases (collectivelyany Real Property. All easements, the "Subleases") entered into by the Company (all of rights-of-way and other rights which are listed on Schedule 5.9(j)). All Subleases are, and have been necessary for the terms thereof, in good standing Seller's current use of any Real Property are valid and in full force and effect, and all necessary consents Seller has not received any notice with respect thereto have been obtainedto the termination or breach of any of such easements, rights-of-way or other similar rights.

Real Property. On the Closing Date, each Seller will have and will convey to Buyer good and marketable title to the leasehold estates, and valid and existing leasehold interests, in each case in all real property leased by such Seller listed on Schedule 1-A and to be transferred by it hereunder, free and clear of all Encumbrances, except for Permitted Encumbrances. (a) The Company does Sellers do not own, nor has it ever owned, own (or have any option or right to acquire) any real property. (b) Schedule 5.9(b) lists as estate that is used in the operations of the date Station. Schedule 1-A sets forth a complete and correct list of this Agreement all Real Property Leases. The real property described on Schedule 5.9(bestate (other than Excluded Assets) leased by Sellers that is referred to as Used in the "operations of the Station and/or is included in the Broadcasting Assets (the “Leased Real Property." Copies of all written (”). Except as set forth on Schedule 4.4.1, Sellers have the exclusive right to use and summaries of all oral) Real Property Leases have been provided to Parent prior to the date of this Agreement. (c) All Leased Real Property and its condition is suitable for its current use by the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in occupy the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by subject to the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession terms of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) . With respect to the Leased Real Property, during the period of time which the applicable Sellers have occupied such property, no Encumbrance or other title matter affecting such Leased Real Property has materially and adversely affected Sellers’ use of such real property for the purpose of conducting Sellers’ Business thereon and the Sellers have no knowledge of any Encumbrance or other title matter that would reasonably be expected to materially and adversely affect the use of such real property for the purpose of conducting the Business as presently conducted. Sellers enjoy, in all options to renewmaterial respects, rights peaceful and undisturbed possession of first offer and rights of first refusal exercisable prior the Leased Real Property subject to the date terms of each Real Property Lease. Sellers have made available to the Buyer, true and complete copies of the leases and all amendments, modifications, extensions and waivers relating thereto, pertaining to each parcel of Leased Real Property (each such lease is hereinafter collectively referred to as a “Real Property Lease”), except for Real Property Leases entered into in accordance with the terms and subject to the limitations of Section 6.1.8 hereof. Except with respect to the consents to assignments disclosed in Schedule 4.4.1(i), the applicable Seller has full legal power and authority to assign its rights, title and interest in, to and under each Real Property Lease to Buyer in accordance with this Agreement have been properly exercised. (j) Prior on terms and conditions no less favorable to Buyer than those in effect on the date hereof, and such assignment will not affect the validity, enforceability and continuity of this Agreementany such lease. Each Real Property Lease (a) constitutes a legal, valid and binding obligation of the applicable Seller 23 and, to such Seller’s knowledge, the Company has delivered to Parent copies of all subleases other parties thereto, including the landlord thereunder, (collectively, the "Subleases"b) entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and is in full force and effect, and (c) neither the applicable Seller nor, to such Seller’s knowledge, any other party thereto, including the landlord thereunder, has violated any provision of, or committed or failed to perform any act which, with notice, lapse of time or both, would constitute a default under the provisions of such, Real Property Lease. Neither the whole nor any part of the Leased Real Property is subject to any pending or threatened suit for condemnation or other taking by any public authority. Sellers have legal and practical access to all necessary consents with respect thereto have been obtainedof the Leased Real Property. All towers, ground radials, and buildings included in the Broadcasting Assets are, to the knowledge of the Sellers, located entirely on the Leased Real Property and all other Broadcasting Assets Used in the Business are located entirely on the Leased Real Property.

Real Property. (a) The Company does not ownExcept for the real property set forth in Section 3.5(a) of the Seller Disclosure Letter (the “Owned Real Property”), nor has it ever ownednone of the Acquired Companies, the Satair JV or AAR Manufacturing (solely with respect to the Business) owns any real property, inheritable building right, or in-rem lease. AAR Manufacturing or the applicable Acquired Company has good fee simple title to the Owned Real Property as set forth in Section 3.5(a) of the Seller Disclosure Letter, free and clear of Encumbrances, except for Permitted Encumbrances and for such failure(s) that would not materially and adversely affect the ability of AAR Manufacturing to perform its obligations under the Goldsboro Real Estate Lease. (b) Schedule 5.9(bSection 3.5(b) lists of the Seller Disclosure Letter sets forth, as of the date of this Agreement Agreement, (i) the address and location of all Leased Real Property and (ii) a list of all leases governing the Leased Real Property (the “Real Property Leases. The real property described on Schedule 5.9(b”). (c) is referred to as the "Leased Real Property." Copies of all written (and summaries of all oral) Each Real Property Leases have been provided to Parent prior to Lease is, as of the date of this Agreement. (c) All Leased , valid and in full force and effect in accordance with the terms of such Real Property Lease, subject to proper authorization and its condition is suitable for its current use execution of such Real Property Lease by the Companycounterparties thereto and to the Bankruptcy and Equity Principles. There is no material breach or default under any Real Property Lease, and to Sellers’ Knowledge, no event has occurred that, with the passage of time or the giving of notice or both, would constitute a material breach or default by AAR Manufacturing, any Acquired Company or the Satair JV or any other party thereto under any Real Property Lease. (d) All buildingsSellers have made available to Buyer full, structures, improvements, fixtures, building systems complete and equipment, and all components thereof, included in the Leased accurate copies of each Real Property are in good conditionLease, ordinary wear together with all amendments and tear excepted and are suitable in all material respects for their current use by the Companyassignments of such Real Property Lease. (e) To Sellers’ Knowledge, each parcel of Owned Real Property is properly licensed, permitted and authorized for the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each operation of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilitiesbusiness conducted thereon. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) The Company does members of the Commercial Air Group do not own, nor has it ever owned, own any real propertyproperty and have not owned any Canadian real property at any time in the sixty (60) months prior to Closing. (b) Section 3.12(b) of the Seller Disclosure Schedule 5.9(bsets forth a complete and accurate list of (i) lists real property that the members of the Commercial Air Group use or occupy or as of the date Closing Date will use or occupy or have the right to use or occupy (other than any such real property that is primarily used by Seller and its Affiliates for purposes other than the Business) (the “Leased Real Property”) and (ii) the leases, subleases, licenses and occupancy agreements by or under which the members of this Agreement the Commercial Air Group use or occupy or as of the Closing Date will use or occupy or have the right to use or occupy any Leased Real Property, and all amendments, renewals and extensions thereof (the “Real Property Leases”). Seller has made available to Purchaser true and complete copies of all Real Property Leases. The real property described on Schedule 5.9(bmembers of the Commercial Air Group have, or as of Closing will have, a leasehold or subleasehold (as applicable) interest in all Leased Real Property, free and clear of all Liens, except Permitted Liens. Except as would not be material to the operation of the Business, all Real Property Leases are in full force and effect and are enforceable in accordance with their respective terms, subject to 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 referred considered in a proceeding in equity or at Law). Seller has not received any written notice of any, and to as the "Knowledge of Seller there is no, material default under any such lease or sublease affecting the Leased Real Property." Copies of all written (and summaries of all oral) Real Property Leases have been provided to Parent prior to the date of this Agreement. (c) All Leased Real Property and its condition is suitable for its current use by the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) The Company does With respect to the Nalco Owned Real Property and Nalco Leased Real Property all material buildings, structures, fixtures and improvements are in all respects adequate and sufficient and in satisfactory condition, to support the operations of Nalco and the Nalco Subsidiaries as presently conducted, except in respects that, individually or in the aggregate, have not own, nor has it ever owned, any real propertyhad and would not reasonably be expected to have a Nalco Material Adverse Effect. (b) Schedule 5.9(b) lists as With respect to each parcel of the date of this Agreement all Nalco Owned Real Property Leases. The real property described on Schedule 5.9(b(i) is referred Nalco or the applicable Nalco Subsidiary has good and marketable fee simple (or equivalent) title to as the "Leased such Nalco Owned Real Property." Copies , free and clear of all Liens other than Permitted Liens, (ii) there are no outstanding written (and summaries of all oral) agreements or other Contracts to purchase, exchange, place a Lien against, lease or otherwise transfer such Nalco Owned Real Property Leases have been provided to Parent prior and (iii) there are no pending or, to the date knowledge of this AgreementNalco, threatened condemnation or other Proceedings relating to the Nalco Owned Real Property, except, in each case, in respects that, individually or in the aggregate, have not had and would not reasonably be expect to have a Nalco Material Adverse Effect. (c) All With respect to each Lease relating to a parcel of Nalco Leased Real Property (i) Nalco or the applicable Nalco Subsidiary that is party thereto has good and its condition is suitable for its current use by valid leasehold interests in such Lease (subject to the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term terms of the applicable Real Property Lease. (i) With respect to the Leased Real PropertyLease governing its interests therein), all options to renew, rights of first offer in each case free and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies clear of all subleases Liens, other than Permitted Liens, (collectivelyii) each such Lease is the legal, valid, binding and enforceable obligation of Nalco or the "Subleases"applicable Nalco Subsidiary that is lessee thereunder and (iii) entered into by Nalco or the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for applicable Nalco Subsidiary has complied with the terms thereofof such Lease, except, in good standing each case, in respects that, individually or in the aggregate, have not had and in full force and effect, and all necessary consents with respect thereto would not reasonably be expect to have been obtaineda Nalco Material Adverse Effect.

Real Property. (ai) The Company does Each real property lease Contracts for the properties used in connection with the JCA Entities that are set forth on Schedule 4.14(a) hereto (the “JCA Real Property Leases”) and the real property to which it relates (the “JCA Leased Real Property”), is in full force and effect and AGCO or the applicable JCA Entities has good and valid leasehold title to the real property to which each JCA Real Property Lease relates pursuant to such JCA Real Property Lease, free and clear of all Liens other than Permitted Liens, except in each case where such failure would not ownreasonably be expected to have, individually or in the aggregate, a JCA Material Adverse Effect; (ii) there are no defaults by AGCO or a JCA Entity (or any conditions or events that, after notice or the lapse of time or both, would constitute a default by AGCO or a JCA Entity) under any JCA Real Property Lease and to the Knowledge of AGCO, there are no defaults by any other party to such JCA Real Property Lease (or any conditions or events that, after notice or the lapse of time or both, would constitute a default by such other party) under such JCA Real Property Lease, except where such defaults would not reasonably be expected to have, individually or in the aggregate, a JCA Material Adverse Effect; (iii) there are no subleases, licenses or occupancy agreements pursuant to which any third party is granted the right to use the JCA Leased Real Property other than as set forth on Section 4.14 of the AGCO Disclosure Schedule; (iv) there is no Person (other than AGCO or the applicable JCA Entities) in possession of the JCA Leased Real Property or any portion thereof; and (v) as of September 28, 2023, neither AGCO nor any of its Affiliates has it ever ownedreceived any written notice that any material portion of the JCA Leased Real Property will be condemned, requisitioned or otherwise taken by any real propertypublic authority. (b) Schedule 5.9(b) lists as of With respect to the date of this Agreement all Real Property Leases. The real property described on Schedule 5.9(b) is referred to as the "JCA Leased Real Property." Copies , neither AGCO nor any JCA Entity has exercised or given any notice of all written (and summaries exercise of all oralany option or right of first offer or right of first refusal to purchase, expand, renew or terminate, other than as set forth on Section 4.14(b) Real Property Leases have been provided to Parent prior to of the date of this AgreementAGCO Disclosure Schedule. (c) All None of AGCO’s nor any JCA Entity’s current use of the JCA Leased Real Property violates in any material respect any restrictive covenant of record or applicable Law that affects such property. The facilities at each of the JCA Leased Real Properties are in good operating condition in all material respects (except for reasonable and its condition is customary wear and tear) and are adequate and suitable for its their current use by the Companyuses and purposes. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each None of the Leased Real Properties, and the Company JCA Entities has not received notice from ever owned any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilitiesreal property. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) The Except as set forth in Section 2.15 of the Company does not ownDisclosure Schedule, neither the Company nor any of its Subsidiaries owns or has it ever owned, owned any real property. (b) property since March 1, 2005. Section 2.15 of the Company Disclosure Schedule 5.9(b) lists contains a complete and accurate list as of the date of this Agreement of all Real Property Leases. The leases, subleases or other similar arrangements pursuant to which the Company or any of its Subsidiaries leases any interest in real property described on Schedule 5.9(b) is referred to as (the "Leased Real Property." Copies “Leases“). True, correct and complete copies of all written (and summaries of all oral) Real Property the Leases have been provided to Parent prior to the date of this Agreement. . The Company or a Subsidiary of the Company has valid leasehold interests in all of its leased properties, free and clear of all Liens (c) All Leased Real Property except for Permitted Liens and its condition all other title exceptions, defects, encumbrances and other matters, whether or not of record, which do not materially affect the continued use of the property for the purposes for which the property is suitable for its current use currently being used by the Company or a Subsidiary of the Company as of the date of this Agreement). The Leases constitute the valid and binding obligations of the Company or its Subsidiaries, as applicable, as tenants, enforceable in accordance with their terms, subject to the Bankruptcy and Equity Exception. To the knowledge of the Company. (d) All buildings, structuresno condemnation or similar proceeding has been commenced or threatened against the real property subject to the Leases. To the knowledge of the Company, improvements, fixtures, building systems and equipmentnone of the real property subject to the Leases has been materially damaged or destroyed, and the real property subject to the Leases, together with all components thereoffixtures and improvements thereon, included in the Leased Real Property are in good working order and condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions and its Subsidiaries that are reasonably likely the applicable tenants under the Leases (i) are not in material breach under Leases to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful which they are parties, and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's their knowledge, the Company has landlords are not in material breach under the right Leases to conduct its business which they are parties, (ii) have not prepaid any rents or other amounts payable under the Leases more than 30 days in each Leased Real Property advance, and have not paid any security deposits and (iii) have obtained all necessary material certificates, permits, licenses and other approvals, governmental and otherwise, necessary for the remaining term use, occupancy and operation of the applicable Real Property Lease. leased premises and the conduct of their business (iincluding certificates of completion and certificates of occupancy) With respect to the Leased Real Propertyand all required zoning, building code, land use and other similar permits or approvals, all options to renew, rights of first offer which are in full force and rights effect as of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior and, to the date knowledge of this Agreementthe Company, the Company has delivered not subject to Parent copies of all subleases (collectivelyrevocation, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases aresuspension, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtainedforfeiture or modification.

Real Property. (a) The Part 2.18(a) of the Company does not ownDisclosure Schedule sets forth, nor has it ever owned, any real property. (b) Schedule 5.9(b) lists as of the date of this Agreement Agreement, a true, correct and complete legal description of the Owned Real Property, including the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots in which any of the Acquired Companies has an ownership interest. (i) With respect to each Owned Real Property: (A) the Acquired Companies have good and marketable indefeasible fee simple title to such Owned Real Property, and on the Closing Date such Owned Real Property Leases. The will be free and clear of all Encumbrances, except Permitted Encumbrances; (B) except as set forth in Part 2.18(a) of the Company Disclosure Schedule, the Acquired Companies have not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereon; (C) 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; (D) the Acquired Companies are not parties to any agreement or option to purchase any real property described on Schedule 5.9(bor interest therein relating to, or intended to be used in the operation of, the Acquired Companies’ business; and (E) is referred to as the "Leased Real Property." Copies use of all written (and summaries of all oral) the Owned Real Property Leases for the various purposes for which it is being used is permitted as of right under all applicable planning, building and zoning laws and is not subject to “permitted nonconforming” use or structure classifications. (b) The Acquired Companies have been provided delivered to Parent prior to Purchaser a true and complete copy of each Owned Real Property Lease. (i) Part 2.18(b) of the Company Disclosure Schedule lists, as of the date of this Agreement, with respect to each Owned Real Property Lease: (A) the identity of the lessor, lessee and current occupant (if different from lessee) pursuant to each Owned Real Property Lease; (B) the terms (referencing applicable renewal periods) and rental payment amounts (including all escalations) pertaining to each Owned Real Property Lease; (C) the current use of each such parcel of Owned Real Property; and (D) the amount of any security deposit held by the Acquired Companies with respect to each Owned Real Property Lease. (ii) Except as set forth in Part 2.18(b) of the Company Disclosure Schedule, with respect to each Owned Real Property Lease: (A) the Acquired Companies do not, and will not in the future, owe any brokerage commissions or finder’s fees with respect to any Owned Real Property Lease; (B) the other party to such Owned Real Property Lease is not an affiliate of, and otherwise does not have any economic interest in, any of the Acquired Companies; (C) the Acquired Companies have not collaterally assigned or granted any other security interest in such Owned Real Property Lease or any interest therein; (D) there are no liens or encumbrances on the estate or interest created by such Owned Real Property Lease; and (E) each of the Owned Real Property Leases is in full force and effect, and neither the Acquired Companies nor the tenant under any Owned Real Property Lease is in default, and there exist no facts or circumstances that, with the passage of time or the giving of notice, or both, would constitute a default or breach by either the Acquired Companies or the tenant under any Owned Real Property Lease. (c) All The Acquired Companies do not lease or sublease any Leased Real Property and its condition which is suitable for its current use by used or intended to be used, or otherwise related to, the CompanyAcquired Companies’ business. (d) The Real Property constitutes all the real property used or intended to be used in, or otherwise related to, the Acquired Companies’ business. (e) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property (the “Improvements”) are, and on the Closing Date will be, in good working order, subject to normal wear and tear and obsolescence. Except as expressly set forth in this Agreement, the Improvements will be acquired by Purchaser, directly or indirectly, in “as-is, where-is” condition. Notwithstanding any other provision contained in this Agreement or in any of the Related Agreements, each of the Seller and the Acquired Companies expressly disclaim any and all representations, warranties, covenants, obligations or liability relating to any condition set forth on Part 2.10(b) of the Company Disclosure Schedule. (i) All Improvements on the Real Property constructed by or on behalf of any of the Acquired Companies or constructed by or on behalf of any other Person, were constructed in compliance with all applicable Real Property Laws (as defined herein) and orders (including any building, planning or zoning laws) affecting such Real Property. (ii) No Improvements on any Real Property and none of the current uses and conditions thereof violate any Real Property Laws, applicable deed restrictions or other applicable covenants, restrictions, agreements, existing site plan approvals, building, zoning or subdivision regulations or urban redevelopment plans as modified by any duly issued variances, and no permits, licenses or certificates pertaining to the ownership or operation of all improvements on the Real Property, other than those which are transferable with any Real Property, are required by any Governmental Body having jurisdiction over any Real Property. (iii) To the Knowledge of the Acquired Companies, all Improvements on any Real Property are in good conditionwholly within the lot limits of such Real Property and do not encroach on any adjoining premises or lien benefiting such Real Property, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewerno encroachments on any Real Property or any easement, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and the Company has not received notice from servitude or property right or benefit appurtenant thereto by any provider of such services of improvements located on any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilitiesadjoining premises. (f) The Company enjoys peaceful Real Property is in material compliance with all applicable building, zoning, subdivision, health and undisturbed possession safety and other land use Laws, including, without limitation, the Americans with Disabilities Act of each Leased 1990, as amended, and all insurance requirements affecting the Real PropertyProperty (collectively, the “Real Property Laws”), and the current use or occupancy of the Real Property or operation of the business thereon does not violate any Real Property Laws. (i) The Acquired Companies have 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 violation. (ii) There is no pending or, to the Acquired Companies’ Knowledge, anticipated change in any Real Property Law that will have a material adverse effect on the ownership, lease, use or occupancy of any Real Property or any portion thereof in the continued operation of the Acquired Companies’ business. (iii) All existing water, sewer, steam, gas, electricity, HVAC, telephone, cable, fiber optic cable, Internet access and other utilities required for the construction, use, occupancy, operation and maintenance of the Real Property are adequate for the conduct of the Acquired Companies’ business as currently conducted and as currently proposed to be conducted. (g) To the Company's knowledge, there There are no condemnation Legal Proceedings, expropriation Legal Proceedings or eminent domain Legal Proceedings of any kind pending condemnationor, eminent domainto the Knowledge of the Acquired Companies, threatened against the Real Property or any other taking by public authority with portion thereof or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Companyinterest therein. (h) To All the Company's knowledgeReal Property is occupied under a valid and current certificate of occupancy or similar permit, the Company has Contemplated Transactions will not require the right to conduct its business in each Leased issuance of any new or amended certificate of occupancy and there are no facts that would prevent the Real Property for from being occupied by the remaining term of Acquired Companies after the applicable Real Property LeaseClosing in the same manner as occupied by the Acquired Companies immediately prior to the Closing, as applicable. (i) With respect to To the Leased Knowledge of the Acquired Companies, there is no existing, pending or threatened (i) widening, change of grade or limitation on use of streets, roads or highways abutting any Real Property, all options (ii) special Tax or assessment to renewbe levied against any Real Property, rights or (iii) change in the zoning classification or permitted use of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercisedany Real Property. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) Section 3.12(a) of the Parent Disclosure Schedule sets forth a list, as of the date hereof, that is complete and accurate in all material respects of the material real property owned as of the date hereof by any Transferred Entity (together with the real property set forth on Schedule II, the “Business Owned Real Property”). The Company does Transferred Entities, as applicable, have or will have as of the Closing fee simple or comparable good and marketable title to all Business Owned Real Property, free and clear of all Liens, except Permitted Liens and are or will be the sole and beneficial owner of each of the Business Owned Real Property. Except as would not ownreasonably be expected to be material to the Business, taken as a whole, (i) neither Parent nor its Subsidiaries has it ever ownedreceived written notice of any, and to the Knowledge of Parent, there is no, default by any real propertyof the Transferred Entities under any restrictive covenants affecting the Business Owned Real Property, and (ii) there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a default by any of the Transferred Entities under any such restrictive covenants. (b) Section 3.12(b) of the Parent Disclosure Schedule 5.9(b) lists sets forth a list, as of the date hereof, that is complete and accurate in all material respects, of this Agreement all Real Property Leases. The the material real property described leased by any Transferred Entity (together with the leased real property set forth on Schedule 5.9(b) is referred to as II, the "“Business Leased Real Property." Copies ”). Except as would not reasonably be expected to be material to the Business, taken as a whole, the Transferred Entities, as applicable, have or will have as of the Closing a leasehold or subleasehold interest in all Business Leased Real Property, free and clear of all written (Liens, except Permitted Liens. All leases and summaries of all oral) subleases for the Business Leased Real Property Leases have been provided to Parent prior under which any Transferred Entity is a lessee or sublessee are in full force and effect and are enforceable in accordance with their respective terms, subject to the date of this AgreementEnforceability Exceptions, except as would not have a Business Material Adverse Effect. (c) All To the Knowledge of Parent, all covenants, obligations, restrictions and conditions affecting each of the Business Owned Real Property, the Business Leased Real Property and/or the Transferred Entities as owner, lessee or licensee (as applicable) have been observed and its condition is suitable for its current use by performed and all outgoings have been duly paid and all consents (where necessary) obtained and complied with and no notice of any alleged breach of such covenants, obligations, restrictions and conditions has been received and there are no circumstances now existing which would entitle the Companylandlord of any Business Leased Real Property to exercise any power of entry upon or take possession of any Business Leased Real Property or to draw upon any rental deposit or other security available to it, in each case except as would not have a Business Material Adverse Effect. (d) All buildingsNo notice, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in action or proceedings affecting any of the Business Owned Real Property and/or the Business Leased Real Property has been served or commenced and there are no disputes concerning any of the Business Owned Real Property and/or the Business Leased Real Property with any person and there are no circumstances now existing which are likely to result in good conditionany such notice, ordinary wear and tear excepted and are suitable action or proceedings being served or commenced or any such dispute arising, in all material respects for their current use by the Companyeach case except as would not have a Business Material Adverse Effect. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each None of the Business Leased Real PropertiesProperty, and Business Owned Real Property or the Company has not received notice from any provider of such services Transferred Entities as owner, lessee or licensee of any changes required of the Business Leased Real Property and/or Business Owned Real Property are subject to any facilities used unusual or onerous rights, reservations, covenants, obligations, restrictions, conditions or any matters referred to in connection with such utilities. The Company has no Knowledge or which would affect the use or continued use of any pending of the Business Leased Real Property and/or Business Owned Real Property for the purposes of the business carried on at that Business Leased Real Property and/or Business Owned Real Property by the Transferred Entity or threatened moratoriums or restrictions the value of that are reasonably likely to adversely affect the cost or availability of any public utilitiesBusiness Leased Real Property and/or Business Owned Real Property, in each case except as would not have a Business Material Adverse Effect. (f) The Company enjoys peaceful and undisturbed possession None of each the Business Leased Real Property, Business Owned Real Property or the Transferred Entities as owner, lessee or licensee of any of the Business Leased Real Property and/or Business Owned Real Property are subject to rights, reservations, covenants, obligations, restrictions, conditions or any matters referred to in or which would affect the use or continued use of any of the Business Leased Real Property and/or Business Owned Real Property for the purposes of the business carried on at that Business Leased Real Property and/or Business Owned Real Property by the Transferred Entities or the value of that Business Leased Real Property and/or Business Owned Real Property, in each case except as would not have a Business Material Adverse Effect. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any None of the Leased Real Properties, nor has Transferred Entities have any notice of such a proposed condemnation been received by he Company. estate or interest (hincluding any leasehold interest) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property land located in New Zealand that is “sensitive land” for the remaining term purposes of the applicable Real Property LeaseXxxxxxxx Xxxxxxxxxx Xxx 0000 (New Zealand). (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (aExcept as set forth in Section 5.1(l) The Company does not ownof the Disclosure Schedule, nor has it ever owned, any the Purchased Facility and the PDX Facility are the only real property. (b) Schedule 5.9(b) lists property owned or leased by the Seller that are used by the Seller as of the date of this Agreement all Real Property Leases. The real property described on Schedule 5.9(b) is referred to as the "Leased Real Property." Copies of all written (and summaries of all oral) Real Property Leases have been provided to Parent prior to the date of this Agreement. (c) All Leased Real Property and its condition is suitable for its current use by the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used Effective Date in connection with such utilitiesplant traits research and development. EPS or Agrinomics has good and marketable title in fee simple to the Purchased Facility, free and clear of all Encumbrances, except Permitted Encumbrances. The Company has PDX Facility Lease is in full force and effect, and there exists no Knowledge default under such lease by EPS or, to the knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledgeSeller, there are no pending condemnation, eminent domain, or any other taking party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by EPS or, to the knowledge of the Seller, any other party thereto. Neither the Purchased Facility nor the PDX Facility is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of consideration therefor or similar actions with respect compensation therefore, nor, to any the knowledge of the Leased Real PropertiesSeller, nor has any notice such condemnation, expropriation or taking been proposed. There are no contractual or legal restrictions, other than those set forth in the PDX Facility [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Lease, that preclude or restrict the ability of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, Purchaser to use the Company has Purchased Facility or the right to conduct its business in each Leased Real Property PDX Facility for the remaining term purposes for which they are currently being used, and there are no latent defects or adverse physical conditions affecting the Purchased Facility or the PDX Facility, or improvements thereon. As of the applicable Real Property Lease. (iEffective Date and except as otherwise provided in Section 6.1(c) With respect to of the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Contract Research Agreement, the Company has delivered to Parent copies of all subleases (collectivelyPDX Facility, the "Subleases") entered into by Purchased Facility and the Company (all of which Purchased Operative Assets are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing working order and are sufficient for EPS to fulfill its obligations under the Contract Research Agreement as contemplated in full force and effect, and all necessary consents with respect thereto have been obtainedthe Research Plan in effect as of the Effective Date.

Real Property. (a) The Subject to the immediately succeeding sentence, Section 4.13(a) of the Company does not ownDisclosure Letter lists the common street address for all real property owned by the Company or any Company Subsidiary in fee as of the date hereof, nor and the Company Subsidiary owning such real property (such real property interests are, as the context may require, individually or collectively referred to as the “Owned Real Property”), including any Owned Real Property which is subject to a mortgage (as the context may require, individually or collectively, the “Mortgaged Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company or a Company Subsidiary has it ever ownedgood and marketable fee simple title to all Owned Real Property, any real propertyin each case free and clear of all Liens except for Permitted Liens. (b) Schedule 5.9(bSubject to the immediately succeeding sentence, Section 4.13(b) of the Company Disclosure Letter lists the common street address for all real property in which the Company or a Company Subsidiary holds as a lessee or sublessee a leasehold, sublease, or other occupancy interest, including a ground lease interest (as the context may require, individually or collectively, the “Company Leased Real Property”), each lease, sublease or other occupancy agreement, including each ground lease, for such real property pursuant to which the Company or a Company Subsidiary holds as a lessee or sublessee a leasehold or sublease interest, including each amendment, guaranty or any other agreement relating thereto (“Company Leases”) and the Company or the applicable Company Subsidiary holding such leasehold or sublease interest. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company or a Company Subsidiary holds a valid leasehold, subleasehold or other occupancy interest as a lessee, sublessee or occupant in the Company Leased Real Property free and clear of all Liens except for Permitted Liens. True and complete copies of the Company Leases in effect as of the date of this Agreement all Real Property Leases. The real property described on Schedule 5.9(b) is referred to as the "Leased Real Property." Copies of all written (and summaries of all oral) Real Property Leases have been provided made available to Parent prior to the date of this AgreementNXDT. (c) All Leased Section 4.13(c)(i) of the Company Disclosure Letter discloses, as of the date hereof, the budgeted operating expenses of the Company and the Company Subsidiaries through December 31, 2024 (the “Operating Expenses”), by Owned Real Property. Section 4.13(c)(ii) of the Company Disclosure Letter discloses, as of the date hereof, the budgeted amount of all allowances (including tenant allowances), expenditures and fundings (other than those relating to Development Projects which are shown on the Development Expenditure Budget) (the “Capital Expenditures”) by Owned Real Property, budgeted to be funded annually through project completion by or on behalf of the Company or any Company Subsidiary, in each case, with respect to each project or line item, in excess of $250,000 or in an aggregate amount per Owned Real Property in excess of $250,000 (the “Capital Expenditure Budget”). Section 4.13(c)(iii) of the Company Disclosure Letter discloses, as of the date hereof, the budgeted development expenses of the Company and its condition is suitable for its current use the Company Subsidiaries through December 31, 2024 (the “Development Expenditures”), by Owned Real Property, in connection with renovations, construction projects, restorations, developments and redevelopments and any projects (collectively, the Company“Development Projects”), on, relating to or adjacent to any Owned Real Property in each case in an aggregate amount per Owned Real Property in excess of $250,000 per Development Project. (d) All buildingsSection 4.13(d) of the Company Disclosure Letter, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in sets forth the amount of brokerage commissions or fees per Owned Real Property or Company Leased Real Property that are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by now due or which would reasonably be expected to become due from the CompanyCompany or any Company Subsidiary with respect to any individual Company Space Lease as of the date hereof. (e) To Neither the Company's knowledgeCompany nor any Company Subsidiary has entered into any contract or agreement (collectively, there are adequate sanitary and storm sewerthe “Participation Agreements”) with any Person other than the Company or a wholly-owned Company Subsidiary (the “Participation Party”) which provides for a right of such Participation Party to participate, public waterinvest, gasjoin, electricalpartner, telephone and other utilities and facilities at each have any material interest in (whether characterized as a contingent fee, profits interest, equity interest or otherwise) or have the right to any of the Leased Real Propertiesforegoing in any proposed or anticipated investment opportunity, and joint venture, partnership or any other current or future transaction or property in which the Company or any Company Subsidiary has not received notice from any provider of or will have a material interest, including those transactions or properties identified, sourced, produced or developed by such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilitiesParticipation Party (a “Participation Interest”). (f) The Except as set forth in the Company enjoys peaceful and undisturbed possession Space Leases or in Section 4.13(f) of each Leased the Company Disclosure Letter, neither the Company nor any Company Subsidiary is a party to any material agreement pursuant to which a Person other than the Company or any wholly-owned Company Subsidiary manages or manages the development of any of the Owned Real PropertyProperties. (g) To Except for the Company's knowledgeCompany Material Contracts identified in Section 4.16(b)(viii) of the Company Disclosure Letter, there are no pending condemnationneither the Company nor any Company Subsidiary is bound by any unexpired option to purchase agreement, eminent domain, right of first refusal or first offer or any other taking right to purchase, lease, ground lease or otherwise acquire any interest in Owned Real Property or any portion thereof. (h) Neither the Company nor any of the Company Subsidiaries is a party to any agreement pursuant to which the Company or any of the Company Subsidiaries manages, is a development manager of or is the leasing agent of any real properties for any third party. Section 4.13(h) of the Company Disclosure Letter sets forth all Management Agreements and other agreements that the Company or any Company Subsidiary is a party to pursuant to which a Person other than a Company Subsidiary manages the development or operation of any Owned Real Property or Company Leased Real Property or serves as a broker or leasing agent for any Owned Real Property or Company Leased Real Property that provide for payments in excess of $50,000 per annum. Section 4.13(h) of the Company Disclosure Letter sets forth all agreements to which the Company or any Company Subsidiary is a party related to the construction of any improvements on any Owned Real Property or Company Leased Real Property that provide for payments in excess of $50,000 per annum. (i) There are no Transfer Rights with respect to any real property or person in favor of the Company or any Company Subsidiary. No Transfer Rights have been exercised by public authority the Company or any Company Subsidiary since January 1, 2022. As of the date hereof, (i) neither the Company nor any Company Subsidiary has exercised any Transfer Right with respect to any real property or without payment Person, which transaction has not yet been consummated and (ii) no third party has exercised in writing any Transfer Right with respect to any Company Subsidiary or Owned Real Property, which transaction has not yet been consummated. (j) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, as of consideration therefor the date hereof, none of the Company or similar actions any of the Company Subsidiaries has received any written notice to the effect that any condemnation or rezoning proceedings are pending or threatened with respect to any of the Leased Owned Real Properties, nor has any notice Company Leased Real Properties or Mortgaged Properties. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries have good and valid title to, or a valid and enforceable leasehold interest in, all material personal property held or used by them at the Owned Real Property, free and clear of such a proposed condemnation been received by he Companyall Liens other than Permitted Liens. (hk) To Other than as set forth in Section 4.13(k) of the Company Disclosure Letter, to the knowledge of the Company's knowledge, as of the date hereof, none of the Company has the right to conduct its business in each Leased Real Property for the remaining term or any of the applicable Real Property LeaseCompany Subsidiaries has received any written notice of any outstanding claims under any Prior Sale Agreements which would reasonably be expected to result in liability to the Company or any Company Subsidiary in an amount, in the aggregate, in excess of $250,000. (il) With respect to None of the Leased Company or any of the Company Subsidiaries has received any written notice of any outstanding violation of any Law, including zoning regulation or ordinance, building or similar law, code, ordinance, order or regulation, for any Owned Real Property or Mortgaged Property, all options in each case which has had, or would, individually or in the aggregate, reasonably be expected to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exerciseda Company Material Adverse Effect. (jm) Prior to the date of this Agreement, Neither the Company has delivered to Parent copies nor any of all subleases (collectively, the "Subleases") entered into by the Company (all Subsidiaries are the holders, owners or beneficiaries of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtainedany mortgage note or other Indebtedness secured by real property payable by a Person other than a wholly-owned Company Subsidiary.

Real Property. (a) The Section 3.13(a) of the Company does not ownDisclosure Schedule lists by address each parcel of real property in which the Company or any Subsidiary has fee title interest that is currently used in and material to the conduct of the business of the Company and the Subsidiaries, nor has it ever owned, any real propertytaken as a whole (the “Owned Properties”). (b) Schedule 5.9(bSection 3.13(b) lists as of the date Company Disclosure Schedule lists by address each parcel of this Agreement all Real Property Leases. The real property described on Schedule 5.9(b) leased or subleased by the Company or any Subsidiary that is referred to as the "Leased Real Property." Copies of all written (currently used in and summaries of all oral) Real Property Leases have been provided to Parent prior material to the date conduct of this Agreement. the business of the Company and the Subsidiaries, taken as a whole (c) All Leased Real Property and its condition is suitable for its current use together with the Owned Properties, the “Properties”), with any guaranty given by the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included Company or any Subsidiary in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) connection therewith. To the best of Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's ’s knowledge, the Company or one of its Subsidiaries has a defensible fee simple title to or valid leasehold interest in all of the Properties, free and clear of all Liens, except (i) Liens for current taxes and assessments not yet past due, (ii) inchoate mechanics’ and materialmen’s Liens for construction in progress, (iii) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, and (iv) all Liens and other imperfections of title (including matters of record) and encumbrances that do not materially interfere with the conduct of the business of the Company and the Subsidiaries, taken as a whole, or would not have a Company Material Adverse Effect (collectively, “Permitted Liens”). True and complete copies of all agreements under which the Company or any of its Subsidiaries owns, leases or subleases the Properties have been made available to Parent. Except as would not have a Company Material Adverse Effect, the Company or one of its Subsidiaries has the right to conduct its business in each Leased Real Property for the remaining term use and occupancy of the Properties, subject to the terms of the applicable Real Property Leasedeed, lease or sublease relating thereto and Permitted Liens. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) Section 4.16(a) of the Company Disclosure Letter sets forth a complete list of all material real property owned by the Company or any of its Subsidiaries as of the date hereof (“Company Owned Real Property”). The Company does and each of its Subsidiaries has good and valid title in fee simple to all Company Owned Real Property, free and clear of all Liens of any nature whatsoever, except (i) Liens for current Taxes, payments of which are not ownyet delinquent or are being disputed in good faith, nor has it ever owned(ii) such imperfections in title and easements and encumbrances, if any, as are not substantial in character, amount or extent and do not materially detract from the value, or interfere with the present use of the property subject thereto or affected thereby, or otherwise materially impair the Company’s or any real propertyof its Subsidiaries’ business operations (in the manner presently carried on by the Company or such Subsidiaries), or (iii) for such matters which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) Schedule 5.9(bSection 4.16(b) lists of the Company Disclosure Letter sets forth a complete list of all material real property leased by the Company or any of its Subsidiaries as of the date of this Agreement all Real Property Leases. The real property described on Schedule 5.9(b) is referred to as the "hereof (“Company Material Leased Real Property." Copies ”). A copy of all written (and summaries of all oral) the lease for each Company Material Leased Real Property Leases have (the “Company Leases”) has been provided filed as an exhibit to Parent the Company SEC Documents prior to the date of this Agreement. (c) All Leased Real Property hereof or has been delivered or made available to Parent and its condition is suitable for its current use by the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at Merger Sub. With respect to each of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. Leases: (i) With respect such Company Lease is legal, valid, and binding on the Company or its Subsidiary party thereto, and, to the Leased Real PropertyCompany’s knowledge, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases areeach other Person party thereto, and have been for the terms thereof, in good standing is enforceable and in full force and effect, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the rights and remedies of creditors generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (ii) the transactions contemplated by this Agreement do not require the consent of any other party to such Company Lease, will not result in a breach of or default under such Company Lease, or otherwise cause such Company Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company nor any of its Subsidiaries, as the case may be, nor, to the knowledge of the Company or any of its Subsidiaries, as the case may be, any other party to the Company Lease is in material breach or default under such Company Lease, and no event has occurred or failed to occur 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 Company Lease; (iv) the other party to such Company Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any of its Subsidiaries; (v) neither the Company nor any of its Subsidiaries, as the case may be, has subleased, licensed or otherwise granted any Person the right to use or occupy such Company Material Leased Real Property or any portion thereof; and (vi) neither the Company nor any of its Subsidiaries, as the case may be, has collaterally assigned or granted any other security interest in such Company Lease or any interest therein, except in the case of (i) through (vi) above, for any such case that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) The present use of the land, buildings, structures and improvements on the Company Material Leased Real Property are, in all necessary consents material respects, in conformity with respect thereto all Laws, including all applicable zoning Laws, ordinances and regulations and with all registered deeds or other restrictions of record, and neither the Company nor any of its Subsidiaries, as the case may be, has received any written notice of violation thereof, except for such nonconformities or violations that would not, individually or in the aggregate, reasonably be expected to have been obtaineda Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries, as the case may be, has received any written notice of any material conflict or dispute with any regulatory authority or other Person relating to any Company Material Leased Real Property or the activities thereon, other than where there is no current or reasonably likely material interference with the operations at the Company Material Leased Real Property as presently conducted (or as would be conducted at full capacity). (d) Neither the Company nor any of its Subsidiaries, as the case may be, has received any notice from any insurance company of any material defects or inadequacies in the Company Material Leased Real Table of Contents Property or any part thereof, which would materially and adversely affect the insurability of the same or of any termination or threatened (in writing) termination of any policy of insurance relating to any such Company Material Leased Real Property.

Real Property. (a) (i) The Seller has previously delivered to the Purchaser a schedule which contains (A) a true, current and complete list of all Owned Real Property and (B) a true and accurate description of (1) the street address for each parcel of Owned Real Property, together with an indication as to whether each such parcel is active or inactive and (2) the net book value as of March 31, 2009 for each parcel of Owned Real Property; and (ii) the Company does not ownor a Subsidiary has good and marketable title in fee simple to each parcel of Owned Real Property free and clear of all liens and Encumbrances, nor except Permitted Encumbrances. There are no outstanding options, rights of first offer or rights of first refusal to purchase any Owned Real Property or any portion thereof. The Seller has it ever owned, any real propertymade a good faith effort to make available to the Purchaser copies of all policies of title insurance currently existing in favor of the Company and/or a Subsidiary with respect to Owned Real Property. (b) Schedule 5.9(b(i) lists as The Seller has previously delivered to the Purchaser a schedule that contains a true, current and complete list of (1) the date street address of this Agreement all Real Property Leases. The real property described on Schedule 5.9(b) is referred to as the "each parcel of Leased Real Property." Copies , (2) the identity of all written (and summaries the lessee of all oral) Real Property Leases have been provided to Parent prior to the date each such parcel of this Agreement. (c) All Leased Real Property and its condition is suitable for its current use by the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipmentProperty, and all components thereof(3) the current base rent payments due under such leases; (ii) the Company or a Subsidiary has, included and at Closing will have, good and valid leasehold interests in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and such leasehold interests are free and clear of all Encumbrances, except Permitted Encumbrances; and (v) (A) the Seller has delivered to the Purchaser, true and complete copies of the documentation relating to each Continuing Lease and (B) there has not been any sublease or assignment entered into by the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with Subsidiary in respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property LeaseContinuing Leases. (i) With respect Neither the Company, nor any Subsidiary, has leased, subleased, licensed or otherwise granted any Person the right to use or occupy all or any portion of the Leased Real Property and other than the Company and/or a Subsidiary there are no parties in possession of any portion of the Real Property, all options to renewwhether as lessees, rights tenants at will, trespassers or otherwise; (ii) neither the Company, nor any Subsidiary, has received notice of first offer and rights any pending condemnation or similar proceeding affecting any portion of first refusal exercisable prior the Real Property and, to the date Seller’s Knowledge, no such action is presently contemplated or threatened; and (iii) to the Seller’s Knowledge, there is no law, ordinance, order, regulation or requirement now in existence which would require (in the absence of this Agreement have been properly exercisedany applicable grandfathering and waivers) any material expenditure to remediate, remedy, remove, modify or improve any portion of the Real Property in order to bring it into material compliance therewith. (jd) Prior All Continuing Leases are valid and in full force and effect except to the date of this Agreement, extent they have previously expired in accordance with their terms or where the Company has delivered failure to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and be in full force and effect, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of the Subsidiaries has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Continuing Lease, except in each case for those violations and all necessary consents with respect thereto defaults which, individually or in the aggregate, would not reasonably be expected to have been obtaineda Material Adverse Effect.

Real Property. (a) The Company does not ownSection 4.15(a) of the FA Disclosure Schedule sets forth a true and complete list of all real property and interests in real property owned or purported to be owned by FA or any of its Subsidiaries that has a value individually of at least $10 million (collectively, nor has it ever ownedthe “FA Owned Real Property”) and the address for each FA Owned Real Property. FA or its Subsidiaries, any real propertyas the case may be, holds good and marketable fee title to the FA Owned Real Property, free and clear of all Liens, except for Permitted Liens. (b) Schedule 5.9(bSection 4.15(b)(i) lists as of the date FA Disclosure Schedule sets forth (i) a true and complete list of this Agreement all Real Property Leases. The real property described on Schedule 5.9(b) is referred leased, subleased or otherwise occupied but not owned by FA or any of its Subsidiaries with, as applicable, annual rental payments expected to as be paid by FA or such Subsidiary for calendar year 2015 in excess of $1 million per lease, sublease or otherwise (collectively, the "“FA Leased Real Property." Copies ”), (ii) the address for each parcel of FA Leased Real Property, (iii) a description of the applicable lease, sublease, occupancy agreement or other agreement therefor and any and all material amendments, modifications and side letters relating thereto (true and correct copies of each of which FA has delivered to GSM) and (iv) the current rent amounts payable by FA or any of its Subsidiaries related to each FA Leased Real Property. FA or its Subsidiaries, as the case may be, has a valid and subsisting leasehold or subleasehold interest in the FA Leased Real Property free and clear of all written (and summaries of all oral) Real Property Leases have been provided to Parent prior to the date of this AgreementLiens, except for Permitted Liens. (c) All The FA Owned Real Property and the FA Leased Real Property are referred to collectively herein as the “FA Real Property.” The FA Real Property constitutes all real property necessary for the conduct of the business of FA and its Subsidiaries, taken as a whole, as currently conducted. Except as has not resulted in and would not reasonably be expected to result in, individually or in the aggregate, material liability to FA or its Subsidiaries or otherwise materially impair the conduct of the business, financial condition or results of operations of FA and its Subsidiaries as currently conducted: (i) each parcel of FA Real Property is suitable in compliance in all respects with all existing Laws applicable to such FA Real Property, and (ii) neither FA nor any of its Subsidiaries has received written notice of any Proceedings in eminent domain, condemnation or other similar Proceedings that are pending, and to FA’s Knowledge there are no such Proceedings threatened, affecting any portion of the FA Real Property and neither FA nor any of its Subsidiaries has received written notice of the existence of any outstanding Order or of any pending Proceeding and to the Knowledge of FA, there is no such Order, or Proceeding threatened, relating to the ownership, lease, use, occupancy or operation by any Person of the FA Real Property. Other than the FA Lease Agreements, there are no leases, subleases, licenses or other agreements granting any Person the right to use or occupy any of the FA Real Property or any portion thereof; and no other Person is in possession of any FA Real Property or portion thereof. Neither FA nor any of its Subsidiaries has granted any option or other right to any third party to purchase any of the FA Real Property or portion thereof. Except as has not resulted in and would not reasonably be expected to result in, individually or in the aggregate, a material impact the conduct of the business of FA and its Subsidiaries as currently conducted, each FA Real Property and all buildings, structures, improvements and fixtures located on, under, over or within the FA Real Property are in a state of good operating condition and are sufficient for its current use by the Companycontinued conduct of business in the ordinary course, subject to reasonable wear and tear. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the CompanyNeither FA nor any of its Subsidiaries is a lessee under any lease or sub-lease of any mining property. (e) To Except as has not and would not reasonably be expected to, individually or in the Company's knowledgeaggregate, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each materially impair the conduct of the Leased Real Propertiesbusiness, financial condition or results of operations of FA and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease.Subsidiaries as currently conducted: (i) With FA or its Subsidiaries has adequate rights of ingress and egress with respect to the Leased Real PropertyFA Concession Properties, and to all options fixtures and improvements used by FA or such Subsidiary in its operations on such FA Concession Properties, as applicable; (ii) all FA Concession Contracts are sufficient to renew, rights operate the business of first offer FA and rights of first refusal exercisable prior its Subsidiaries as it is currently conducted; (iii) to the date Knowledge of this Agreement have been properly exercised.FA, the FA Concession Contracts will afford FA or its Subsidiaries the right to extract and sell minerals from the FA Concession Properties in a manner consistent with the business of FA and its Subsidiaries as it is currently conducted; (jiv) Prior the FA Concession Contracts include all real estate leasehold rights necessary to conduct mining and reclamation activities necessary to operate the date business of this AgreementFA and its Subsidiaries as it is currently conducted; and (v) all location fees, the Company has delivered mining claim rental fees, maintenance fees or similar payment obligations required to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, hold each such FA Concession Property and have been for the terms thereof, maintain it in good standing have been paid or other similar payment obligations related to the FA Concession Contracts or the extraction of minerals by FA or its Subsidiaries from the FA Concession Properties that were due and payable have been or will be paid in full force without setoff or claims unless otherwise accurately and effect, fully reserved for or recorded and all necessary consents with respect thereto have been obtainedaccrued as a payable in the FA Financial Statements.

Real Property. (a) The Company does not own, nor has it ever Schedule 5.16 includes a list of all real property owned, leased or used by COMPANY at the date hereof and all other real property, if any, used by COMPANY in the conduct of its business. Except as set forth in Schedule 5.16 hereto, (i) All real property owned, leased or used by COMPANY is zoned for the conduct of COMPANY's business thereon pursuant to the zoning regulations of the applicable cities, towns, villages or townships. The uses to which such real property are presently put (including the location of all buildings and other improvements thereon) comply in all material respects with the applicable provisions of such zoning regulations without the benefit of the legal non-conforming use principle of law, or other regulations of such cities, towns, villages or townships or any other governmental body. (ii) As to any real property leased, owned or used by COMPANY there are no material agreements, commitments or understandings pursuant to which COMPANY, or its successors in interest are required to dedicate any part of the real property or to grant any easement, water rights, rights-of-way, or license for ingress and egress or other use in respect to any part of the real property, whether on account of the development of adjacent or nearby real property or otherwise. Other than as provided in the leases of the real property owned by COMPANY and leased to others, except as set forth in Schedule 5.16 hereto, no person has any material easement, license or other right whatsoever with respect to such real property. (biii) Schedule 5.9(b) lists as of COMPANY holds good and marketable fee simple title to the date of this Agreement all Real Property Leases. The real property described identified on Schedule 5.9(b) is referred 5.16 hereto as owned by COMPANY and good leasehold title to the real property identified on Schedule 5.16 as the "Leased Real Property." Copies leased or used by COMPANY, in each case free and clear of all written (and summaries of all oral) Real Property Leases have been provided to Parent prior to the date of this Agreement. (c) All Leased Real Property and its condition is suitable for its current use by the Company. (d) All buildingsmaterial mortgages, structurescharges, improvementsclaims, fixturesliens, building systems and equipmentencumbrances, and all components thereofleases, included in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renewpurchase, rights of first offer refusal, contracts of sale, easements, reservations and rights restrictions, except those matters identified in any title reports set forth in Schedule 5.16. No part of first refusal exercisable prior to such lands is affected by any restrictions imposed by any governmental authority affecting construction of structures thereon or the date of this Agreement have been properly exerciseduse thereof by COMPANY other than building codes and zoning classifications. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) Section 4.19(a) of the Company Disclosure Letter contains a complete and correct list of the material Company Owned Real Property (including the street address of each parcel of such Company Owned Real Property). The Company does or one or more of its Subsidiaries has good and marketable fee simple title to the material Company Owned Real Property free and clear of any and all Liens, other than Permitted Liens. The Company is not ownobligated under or a party to any option, nor has it ever ownedright of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any real propertythe material Company Owned Real Property or any portion thereof or interest therein. (b) Schedule 5.9(bSection 4.19(b) lists as of the Company Disclosure Letter contains a complete and correct list of the material Company Leased Real Property, including with respect to such Company Leased Real Property the date of this Agreement all Real Property Leases. The real property described on Schedule 5.9(b) is referred to as such lease or sublease and any material amendments thereto and the "street address of such Company Leased Real Property." Copies of all written (and summaries of all oral) Real Property Leases have been provided . Except as would not reasonably be expected to Parent prior be materially adverse to the date Company and its Subsidiaries, taken as a whole, each of this Agreement. (c) All the Company and its Subsidiaries, as applicable, has good leasehold title to the Company Leased Real Property Property, free and its condition is suitable clear of any Liens, other than Permitted Liens. All leases and subleases for its current use by the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Company Leased Real Property are valid and in good condition, ordinary wear full force and tear excepted and are suitable effect in all material respects for except to the extent they have previously expired or terminated in accordance with their current use by terms and neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company. (e, any third party, has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both, would constitute a default that would be materially adverse to the Company and its Subsidiaries, taken as a whole, under the provisions of, any lease or sublease for the Company Leased Real Property. Other than as set forth on Section 4.19(b) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real PropertiesCompany Disclosure Letter, neither the Company nor any of its Subsidiaries has entered into with any other Person any sublease, license or other Contract that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any portion of the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (gc) To The Company Owned Real Property and Company Leased Real Property constitute all real property currently used in connection with the business of the Company and its Subsidiaries and which are necessary for the continued operation of the business as the business is currently conducted. Except as set forth on Section 4.19(c) of the Company Disclosure Letter or as would not materially affect the ability of the Company and its Subsidiaries, taken as a whole, to operate their business as currently conducted, to the Knowledge of the Company's knowledge, there are no pending condemnationstructural, eminent domainelectrical, mechanical or other defects in any other taking by public authority with improvements located on any of the Company Owned Real Property or without payment Company Leased Real Property. Except as would not materially affect the ability of consideration therefor or similar actions the Company and its Subsidiaries, taken as a whole, to operate their business as currently conducted, neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company there is no threatened, condemnation proceeding with respect to any of the Company Owned Real Property or the Company Leased Real Properties, nor has any notice of such a proposed condemnation been received by he CompanyProperty. (hd) To Except as would not materially adversely affect the Company's knowledge, ability of the Company has and its Subsidiaries, taken as a whole, to operate their business as currently conducted, each of the right structures, equipment and other tangible assets of the Company and its Subsidiaries utilized in their manufacturing operations is in good and usable condition, subject to conduct its business in each Leased Real Property normal wear and tear and normal industry practice with respect to maintenance, and is adequate and suitable for the remaining term of the applicable Real Property Leasepurposes for which it is presently being used. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) The Neither the Company does not ownnor Subsidiary owns, nor or has it ever owned, any real property. (b) Schedule 5.9(b3.9(b) lists as sets forth the address of each parcel of real property leased by the Company or Subsidiary (collectively, the “Leased Real Property”). All of the date Leased Real Property is leased pursuant to valid, binding and enforceable leases listed on Schedule 3.9(b) (the “Real Property Leases”). The Leased Real Property comprises all of this Agreement all the real property used by the Company and Subsidiary in the operation of the Business. Except as set forth on Schedule 3.9(b), with respect to each parcel of Leased Real Property, (i) there are no pending or, to the knowledge of Sellers, threatened condemnation proceedings or Actions relating to it, (ii) other than the Real Property Leases, there are no other leases, subleases, licenses or concessions, written or oral, granting to any Person the right to use or occupy any portion of the Leased Real Property, (iii) to the knowledge of Sellers, the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property has not been disturbed and there are no disputes with respect to the Real Property Leases; (iv) no other party to such Real Property Lease is an Affiliate of, or otherwise has any economic interest in, the Company or Subsidiary; (v) neither the Company nor Subsidiary has collaterally assigned or granted any Encumbrance (other than Permitted Encumbrances) in such Real Property Lease or any interest therein; (vi) to the knowledge of the Sellers, there are no construction liens or similar Encumbrances with respect to the Leased Real Property; and (vii) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach of or default under such Real Property Lease that has not been redeposited in full. The Company does not owe, nor to the knowledge of the Sellers will it owe in the future, any brokerage commissions or finder’s fees with respect to any of the Real Property Leases. The real property described on Schedule 5.9(b3.9(b) is referred lists all amendments, modifications, estoppels, subordination, non-disturbance and attornment agreements and any other agreements or understandings related to as the "Leased Real Property." Copies of all written (and summaries of all oral) Property or the Real Property Leases have been provided to Parent prior to the date of this AgreementLeases. (c) All None of Sellers, the Company or Subsidiary has received written notice of any condemnation, expropriation or other proceeding in eminent domain affecting any parcel of Leased Real Property and its condition is suitable for its current use by the Companyor any portion thereof or interest therein. (d) All buildingsTo the knowledge of Sellers, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property are is in good conditioncompliance with all applicable building, ordinary wear planning, zoning, subdivision, health and tear excepted safety (including fire regulations), land use and are suitable in other applicable Laws, and all material respects insurance requirements affecting the Leased Real Property. The Company has not received any written notice of violation of any applicable Law or insurance requirements affecting the Leased Real Property and there is no basis for their current use by the Companyissuance of any such notice or the taking of any action for such violation. (e) To the Company's knowledgeknowledge of Sellers, there are adequate sanitary the current use and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each occupancy of the Leased Real Properties, Property and the operation of the Business of the Company has and Subsidiary as currently conducted thereon do not received notice from violate in any provider respect any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded agreement affecting such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) The Except as would not have a Company does not ownMaterial Adverse Effect or as set forth in Section 3.20(a) of the Company Disclosure Letter, nor the Company or one or more of its Subsidiaries has it ever ownedgood and marketable fee simple title to all real property owned by the Company or any of its Subsidiaries free and clear of any Encumbrances other than Permitted Encumbrances. Section 3.20(a) of the Company Disclosure Letter contains a complete and correct list, as of the date hereof, of all real property owned by the Company or any of its Subsidiaries, and sets forth for each such parcel of real propertyproperty the location and street address. (b) Schedule 5.9(bExcept as would not have a Company Material Adverse Effect, the Company and each of its Subsidiaries has good leasehold title to the real property leased or subleased by any of them free and clear of any Encumbrances other than Permitted Encumbrances. Section 3.20(b) lists of the Company Disclosure Letter contains a complete and correct list, as of the date hereof, of this Agreement all Real Property Leases. The the real property described on Schedule 5.9(b) leased or subleased by the Company or any of its Subsidiaries that is referred material to the Company and its Subsidiaries, taken as the "Leased Real Property." Copies of all written (and summaries of all oral) Real Property Leases have been provided a whole, including with respect to Parent prior to each such lease or sublease the date of this Agreementsuch lease or sublease and any material amendments thereto and the street address of such real property. Except as would not have a Company Material Adverse Effect, (i) all real property leases and subleases are valid and in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, and (ii) neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any third party, has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any real property lease or sublease that is material to the Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries has entered into with any other Person (other than another wholly owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any portion of the real property material to the Company or any of its Subsidiaries. The Company has made available to Parent correct and complete copies of all real property leases and subleases (including all material modifications, amendments, supplements, waivers and side letters thereto) pursuant to which the Company or any of its Subsidiaries thereof leases or licenses, as tenant, any real property that is material to the Company and its Subsidiaries, taken as a whole. (c) All Leased Real Property and As of the date hereof, neither the Company nor any of its condition is suitable for its current use by the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipmentSubsidiaries has received written notice of any pending, and all components thereof, included in to the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each knowledge of the Leased Real PropertiesCompany there is no threatened, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions condemnation proceeding with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into real property owned by the Company (all or any of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtainedits Subsidiaries.

Real Property. (a) The Company does not ownSection 8.22(a) of the Disclosure Schedules lists: (i) the street address of each parcel of Owned Real Property, nor has it ever owned(ii) the date on which each parcel of Owned Real Property was acquired, any real property(iii) the current owner of each such parcel of Owned Real Property, (iv) information relating to the recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real Property. (b) Schedule 5.9(bSection 8.22(b) lists as of the date Disclosure Schedules lists: (i) the street address of this Agreement all Real Property Leases. The real property described on Schedule 5.9(b) is referred to as the "each parcel of Leased Real Property." Copies , (ii) the identity of all written the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or basic rental payment terms of the leases (and summaries any subleases) pertaining to each such parcel of all oral) Leased Real Property Leases have been provided to Parent prior to and (iv) the date current use of this Agreementeach such parcel of Leased Real Property. (c) All Except as described in Section 8.22(c) of the Disclosure Schedules, there is no violation of any Law relating to any of the Owned Real Property that would reasonably be expected to have a Material Adverse Effect. SOFEDIT has made available to the Sellers (to the extent in SOFEDIT's physical possession) true and complete copies of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property and its condition all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of SOFEDIT or any SOFEDIT Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either SOFEDIT or a SOFEDIT Subsidiary, as the case may be, is suitable for its current use by the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased parcel of Real PropertyProperty and neither SOFEDIT nor any SOFEDIT Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 8.22(c) of the Disclosure Schedules, neither SOFEDIT nor any SOFEDIT Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has SOFEDIT or any SOFEDIT Subsidiary assigned its interest under any lease or sublease listed in Section 8.22(b) of the Disclosure Schedules to any third party. (gd) To the Company's knowledge, there are no pending condemnation, eminent domainSOFEDIT has, or any other taking by public authority with or without payment has caused to be, delivered to the Sellers (to the extent in SOFEDIT's physical possession) true and complete copies of consideration therefor or similar actions with all leases and subleases listed in Section 8.22(b) of the Disclosure Schedules. With respect to any of the Leased Real Properties, nor has any notice each of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease.leases and subleases: (i) With such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised.such property; (jii) Prior to except as otherwise disclosed in Section 8.22(b) of the date of this AgreementDisclosure Schedules, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.to each such lease or sublease: (A) neither SOFEDIT nor any SOFEDIT Subsidiary has received any notice of cancellation or termination under such lease or sublease,

Real Property. (a) The Company does not ownExcept as set forth in Part II of Appendix C, no Acquired Entity nor has it ever owned, any of its Subsidiaries owns any real property. To the Knowledge of Seller, no Governmental Authority has commenced the exercise of any eminent domain or similar power with respect to any Project Company Real Property owned by the Acquired Entities or any of their respective Subsidiaries, and there are no pending or, to the Knowledge of Seller, threatened condemnation or eminent domain proceedings that affect any such Project Company Real Property. (b) Schedule 5.9(b) lists as The interests of the date of this Agreement Acquired Entities and their respective Subsidiaries in all Project Company Real Property are insured under the Title Policy identified in Part II of Appendix D. The Acquired Entities and their respective Subsidiaries have good and marketable title to or, subject to the terms and conditions of the Material Leases. The real property described on Schedule 5.9(b) is referred , the right to as the "Leased use all Project Company Real Property." Copies , free and clear of all written (and summaries of all oral) Liens other than Permitted Liens. With respect to the Project Company Real Property any such Person leases or on which such Person was granted easements and/or rights-of-way pursuant to the Material Leases, the Acquired Entities or their respective Subsidiaries, as applicable, have peaceful and undisturbed nonexclusive possession under all Material Leases, easements and/or rights-of-way under which they are leasing or occupying property in accordance with the terms and conditions of the relevant Material Leases, easements or rights-of-way and subject to the Permitted Liens. All rents and other payments under the Material Leases have been provided to Parent prior paid in full to the date of this Agreementextent due. No Material Lease has a term that can exceed 50 years (including any renewal or extension options). (c) All Leased The Project Company Real Property is sufficient to provide the Acquired Entities and its condition is suitable their respective Subsidiaries with continuous, uninterrupted and, together with public roads, contiguous access to the Wind Project sufficient for the operation and maintenance of the Wind Project as currently conducted. All utility services necessary for the construction and operation of the Wind Project for its current use by the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property intended purposes are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending available or threatened moratoriums or restrictions that are reasonably likely expected to adversely affect the cost or availability of any public utilitiesbe so available as and when required upon commercially reasonable terms. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) The Company does not ownSection 3.15(a) of the Seller Disclosure Schedules sets forth a complete and correct list, nor has it ever owned, any real property. (b) Schedule 5.9(b) lists as of the date of this Agreement all Real Property Leases. The Agreement, of each parcel of real property described on Schedule 5.9(b) owned by the Acquired Companies which is referred material to the operations of the Acquired Companies being conducted as of the "Leased date hereof (such property collectively, the “Company Owned Real Property." Copies ” and, together with the Company Owned Real Property, hereinafter collectively, the “Real Property”). Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Acquired Company has good and valid title to such Company Owned Real Property, free and clear of all written (and summaries Liens, other than Permitted Liens. As of all oral) Real Property Leases have been provided to Parent prior to the date of this Agreement. (c) All Leased Real Property and its condition is suitable for its current use by the Company. (d) All buildingshereof, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and the no Acquired Company has not received written notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions condemnation proceeding with respect to any Company Owned Real Property, except proceedings that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Section 3.15(a) of the Leased Seller Disclosure Schedules, with respect to each Company Owned Real PropertiesProperty, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all there are no outstanding options to renew, rights of first offer and or rights of first refusal exercisable prior to purchase the date Company Owned Real Property, or any portion or interest therein, and (ii) no Acquired Company has leased or otherwise granted to any Person the right to use or occupy such Company Owned Real Property or any portion thereof, except for leases for occupancy in the ordinary course of this Agreement have been properly exercisedbusiness consistent with past practice. (jb) Prior to Section 3.15(b) of the Seller Disclosure Schedules sets forth a complete and correct list, as of the date of this Agreement, of each lease of the Company has delivered Acquired Companies that is material to Parent copies the operations of all subleases the Acquired Companies being conducted as of the date hereof (collectively, the "Subleases") entered into by “Material Leases” and each such property respectively leased pursuant thereto, the “Company (all of which are listed on Schedule 5.9(j)Leased Real Property”). All Subleases areThe Seller has delivered to the Acquirors true, complete and correct copies of each Material Lease, and there have been for the terms thereofno amendments, modifications or extensions of such Material Leases other than those set forth in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.Section 3.15(b)

Real Property. (a) The Company does not ownSection 3.06(a) of the SDTS Disclosure Schedule sets forth, nor has it ever ownedto the Knowledge of SDTS, a list as of the date hereof of (i) all real property owned by SDTS included in the STX Assets (“STX Owned Property”), (ii) all real property currently leased or subleased to SDTS included in the STX Assets (“STX Leasehold Property” and, together with the STX Owned Property, the “STX Property”), including the lease and any amendments thereto (each, an “STX Lease”) under which such STX Leasehold Property is held and (iii) all easements, license agreements (including railroad, pipeline and similar crossing rights), rights of way and leases for rights of way, or other rights with respect to the use of real propertyproperty (collectively, “STX Easements” and, together with the STX Leases, the “STX Real Property Agreements”) included in the STX Assets. (b) Schedule 5.9(b) lists as of the date of this Agreement SDTS has good and indefeasible fee title to all Real Property Leases. The real property described on Schedule 5.9(b) is referred to as the "Leased Real STX Owned Property." Copies , free and clear of all written (and summaries Liens other than Permitted Liens. To the Knowledge of all oral) Real SDTS, SDTS has not granted to any third party the right to use or access the STX Owned Property Leases have been provided in any manner that interferes in any material respect with the STX Owned Property or the Subject STX Operations or otherwise granted to Parent prior to the date of this Agreementany third party any ownership rights in any material STX Owned Property. (c) All Leased Real To the Knowledge of SDTS, SDTS has valid and enforceable leasehold interests with respect to the STX Leasehold Property, free and clear of all Liens other than Permitted Liens, except that the validity and enforceability of the STX Leases under which such STX Leasehold Property and its condition is suitable for its current use by held are subject to the CompanyEnforceability Exceptions. (d) All buildingsTo the Knowledge of SDTS, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased no consent from any counterparty to any STX Real Property are Agreement is required in good conditionconnection with the consummation of the Merger. To the Knowledge of SDTS, ordinary wear and tear excepted and are suitable SDTS is not in all breach in any material respects for their current use by respect or in material default under any STX Real Property Agreement to which it is a party. To the CompanyKnowledge of SDTS, no counterparty to any of the STX Real Property Agreements is in material default of any of its obligations under the applicable STX Real Property Agreement. (e) To the Company's knowledgeKnowledge of SDTS, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums Legal Proceedings affecting the STX Owned Property or restrictions that are reasonably likely to any of the STX Real Property Agreements which might materially detract from the value, materially interfere with any present or intended use or materially and adversely affect the cost fee title of the STX Owned Property or availability any of any public utilitiesthe STX Real Property Agreements. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledgeKnowledge of SDTS, there are no pending condemnation, eminent domain, or SDTS has not received written notice from any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable Person within three years prior to the date of this Agreement asserting that SDTS does not have been properly exercisedthe right, as a result of title defects or title failures, to use or occupy any portion of the STX Property, other than those notices that would not individually, or in the aggregate, reasonably be expected to have a STX Material Adverse Effect. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) Section 4.14(a) of the Company Disclosure Schedule sets forth a complete and accurate list of all real property owned by the Transferred Entities (the “Owned Real Property”). The applicable Transferred Entities have fee simple or comparable valid title to all Owned Real Property, free and clear of all Liens, except Permitted Liens. The Company does has made or will make available to Purchaser copies of any title insurance policies currently insuring the Owned Real Property and copies of the most recent (if any surveys of the same. With respect to each parcel of Owned Real Property: (i) the Company has not ownleased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (ii) other than the right of Purchaser pursuant to this Agreement, nor has it ever ownedthere are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein; and (iii) there are no pending, or to the knowledge of the Company, any real propertythreatened, condemnation proceedings relating to the Owned Real Property or the Leased Real Property or other matters adversely affecting the current use, occupancy or value thereof. (b) Schedule 5.9(bSection 4.14(b) lists as of the date Company Disclosure Schedule sets forth a complete and accurate list of this Agreement all Real Property Leases. The of the real property described on Schedule 5.9(b) is referred to as leased, subleased, licensed or otherwise occupied by any Transferred Entity, including all amendments, extensions, renewals and guaranties (the "“Leased Real Property." Copies ”). The applicable Transferred Entities have a valid leasehold or subleasehold (as applicable) interest in all Leased Real Property, free and clear of all written (Liens, except Permitted Liens. The Transferred Entities have not received since the Lookback Date any notice of any, and summaries of all oral) Real Property Leases have been provided to Parent prior to the date knowledge of this Agreement. (c) All the Company there is no, material default by the Transferred Entities or respective landlord under any such lease or sublease affecting the Leased Real Property Property. Subject to the Bankruptcy and its condition is suitable Equity Exception, all leases and subleases for its current use by the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property under which any Transferred Entity is a lessee or sublessee are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effecteffect and are enforceable in accordance with their respective terms, and all necessary consents with respect thereto have been obtainedexcept as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Real Property. (a) The None of the Company does not own, nor has it ever owned, or any real propertyof the Company Subsidiaries owns any Owned Real Property and none of assets of the Enterprise Apps Business constitutes Owned Real Property. (b) Schedule 5.9(bSection 4.21(b) lists of the Company Disclosure Letter sets forth a true, correct and complete list as of the date of this Agreement of all Leased Real Property and all Real Property Leases. The real property described on Schedule 5.9(bLeases (as hereinafter defined) is referred pertaining to as the "such Leased Real Property." Copies . With respect to each parcel of Leased Real Property: (i) The Business Entities hold a good and valid leasehold or subleasehold estate in such Leased Real Property, free and clear of all written Liens, except for Permitted Liens. (ii) The Business Entities have delivered to Acquiror true, correct and summaries complete copies of all oral) leases, subleases, licenses or occupancy agreements, including all amendments, extensions, renewals, guaranties, terminations and modifications thereof relating to Leased Real Property (collectively, the “Real Property Leases”), and none of the Real Property Leases have been provided to Parent prior modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) Each Real Property Lease is in full force and effect. None of the Business Entities have given or received any notice of default, termination, cancellation or nonrenewal with respect to any Real Property Lease, in each case that remains pending or uncured as of the date hereof. All of this Agreementthe material covenants to be performed under any Real Property Lease by Inpixon, the Company or any of the Company Subsidiaries and to the knowledge of the Company, by any party other than Inpixon, the Company or any of the Company Subsidiaries, has been performed in all material respects. None of the Business Entities, nor, to the knowledge of the Company, any other party thereto is in material breach of or material default under any Real Property Lease. No event has occurred which would reasonably be expected to result in a material breach of or a material default under any Real Property Lease by Inpixon, the Company or any of the Company Subsidiaries or, to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both). (iv) Inpixon, the Company and the Company Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed and, to the knowledge of the Company, there are no material disputes with respect to such Real Property Leases. (v) None of the Business Entities have received written notice of any current condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property (vi) Each Leased Real Property is in all material respects in good operating condition and repair (ordinary wear and tear expected) and is suitable for its present use in all material respects. (c) All Leased Real Property and its condition is suitable for its current use by the Company. (dExcept as set forth on Section 4.21(c) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledgeDisclosure Letter, there are no pending condemnationwritten or oral subleases, eminent domainsub-subleases, licenses, sub-licenses, concessions, occupancy agreements or other Contracts to which any Person other taking by public authority with than Inpixon, the Company or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company Subsidiaries has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the use or occupancy of any Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) HSBC Finance Corporation has made available to Purchaser complete and accurate copies of each of the Assigned Leases. The Company does Purchased Real Property is not ownsubject to any lease, nor has it ever owned, license or sublicense in favor of any real propertythird party. (b) Schedule 5.9(b) lists as Seller or a Seller subsidiary has good and marketable fee simple title to the Purchased Real Property, free and clear of the date of this Agreement all Real Property LeasesLiens other than Permitted Liens. The real property described on Schedule 5.9(b) is referred to as the "Seller or a Selling Entity has a good and marketable leasehold interest in each Leased Real Property." Copies , free and clear of all written (and summaries of all oral) Real Property Leases have been provided to Parent prior to the date of this AgreementLiens other than Permitted Liens. (c) All Leased Real Property and its condition is suitable for its current use by As of the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledgedate hereof, there are adequate sanitary and storm sewerno pending, public wateror to Sellers’ Knowledge threatened, gasappropriation, electricalcondemnation, telephone and other utilities and facilities at each of eminent domain or like proceedings relating to the Leased Purchased Real PropertiesProperty or, and to Sellers’ Knowledge, the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (gd) To As of the Company's knowledgedate hereof, there all of the Business Premises, including all buildings, structures, improvements and fixtures, are in sufficiently good operating condition and repair, reasonable wear and tear excepted, and have not suffered any material damage by fire or other casualty not otherwise covered by insurance which has not heretofore been repaired and restored in all material respects, except for damage that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (e) Except as would not, individually or in the aggregate, have a Material Adverse Effect, no pending condemnationPerson other than the Selling Entities has (or will have, eminent domain, at Closing) (i) any right in any of the Purchased Real Property or any other taking by public authority with right to use or without payment occupy any portion of consideration therefor the Purchased Real Property or similar actions with respect (ii) any right to use or occupy any portion of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he CompanyProperty. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (ai) The Company Hosting does not own, nor has it ever owned, own any real propertyReal Property. Networks does not own any Real Property. Hosting is not a party to any agreement or option to purchase any Real Property or interest therein. (bii) Schedule 5.9(b3(n)(ii) lists as attached hereto sets forth a true and complete list of (A) the date address of this Agreement all Real Property Leases. The real property described on Schedule 5.9(b) is referred to as the "Leased Real Property." Copies each parcel of all written (and summaries of all oral) Real Property Leases have been provided to Parent prior to the date of this Agreement. (c) All Leased Real Property and its condition that is suitable used or held for its current use by Hosting or Networks in connection with, the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for operation of their current use respective Hosting Business as currently operated by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases them (collectively, the "SubleasesHosting Leased Real Property") entered into by and (B) the Company date and the names of the parties to each Real Property Lease in respect of each parcel of Hosting Leased Real Property (all collectively, the "Hosting Real Property Leases"). Hosting and Networks has delivered to VitalStream a true and complete copy of which are listed each written Hosting Real Property Lease, and in the case of any oral Hosting Real Property Lease, a written summary of the material terms of such Hosting Real Property Lease. Except as set forth on Schedule 5.9(j)). All Subleases are3(n)(ii) attached hereto, and have been for the terms thereofwith respect to each Hosting Real Property: (A) such Hosting Real Property Lease is legal, in good standing valid, binding, enforceable and in full force and effect, except as such enforceability may be limited by (1) applicable insolvency, bankruptcy, reorganization, moratorium or other similar Laws affecting creditors' rights generally and all necessary consents (2) applicable equitable principles (whether considered in 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 Hosting Real Property Lease (except as set forth in Schedule 3(b) attached hereto), will not result in a breach of or default under such Hosting Real Property Lease, and will not otherwise cause such Hosting Real Property Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (C) Neither Hosting's nor Network's possession and quiet enjoyment of the Hosting Leased Real Property under such Hosting Real Property Lease has not been disturbed, and there are no disputes with respect thereto to such Hosting Real Property Lease; (D) Neither Hosting's or Network's, on the one hand, nor, to the Knowledge of Hosting and Networks, any other party to such Hosting Real Property Lease, on the other hand, is in breach or default under such Hosting Real Property 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 Hosting Real Property Lease; (E) Neither Hosting nor Networks owe in the future, any brokerage commissions or finder's fees with respect to such Hosting Real Property Lease; (F) The other party to such Hosting Real Property Lease is not an Affiliate of, and otherwise does not have been obtainedany economic interest in, Hosting or Networks; (G) Neither Hosting nor Networks has subleased, licensed or otherwise granted any Person the right to use or occupy such Hosting Leased Real Property or any portion thereof; (H) Neither Hosting nor Networks has collaterally assigned or granted any other Lien in such Hosting Real Property Lease or any interest therein; and (I) Except as may arise by operation of law or under any Hosting Real Property Lease, there are no Liens on the estate or interest created by such Hosting Real Property Lease. (iii) All Improvements included in the Hosting Leased Real Property are in good condition and repair and sufficient for the operation of the Hosting Business of Hosting and Networks 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 the Hosting Business of Hosting and Networks 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 Hosting 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 Hosting Leased Real Property or any portion thereof, or the operation of the Hosting Business of Hosting as currently conducted thereon or contemplated to be conducted thereon. (v) The Hosting 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 Hosting Leased Real Property, and the current use and occupancy of the Hosting Leased Real Property and operation of the Hosting Business of Hosting thereon does not violate any Real Property Laws. Neither Hosting nor Networks has 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 violation. There is no pending or anticipated change in any Real Property Law that will have a Hosting Material Adverse Effect on the ownership, lease, use or occupancy of any Hosting Leased Real Property or any portion thereof in the continued operation of the Hosting Business of Hosting and Networks as currently conducted thereon or contemplated to be conducted thereon.

Real Property. Except as set forth on Section 4.9 of the Seller Disclosure Schedule and except as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect: (a) The Company does not ownSection 4.9(a) of the Seller Disclosure Schedule contains a true and complete list of all real property (i) owned by Seller or its Subsidiaries Related to the Business and (ii) owned by any Acquired Company, nor has it ever ownedand for each such properties, any real contains a correct street address and the record owner of such property. Copies of title reports or policies obtained by Seller with respect to each of the Owned Real Properties have previously been made available to Purchase to the extent that such reports and policies are in Seller's possession and control, as applicable. (b) Section 4.9(b) of the Seller Disclosure Schedule 5.9(bcontains a true and complete list of (i) lists all real property Related to the Business that Seller or its Subsidiaries lease, sublease, license or otherwise occupies (whether as landlord, tenant, subtenant or other occupancy arrangement) and (ii) all real property that any Acquired Company leases, subleases, licenses or otherwise occupies (whether as landlord, tenant, subtenant or other occupancy arrangement) (collectively, the "LEASED REAL PROPERTY"), and for each Leased Real Property, identifies the street address of such Leased Real Property. True and complete copies of all agreements pertaining to the Leased Real Property that have not been terminated or expired as of the date of this Agreement all Real Property Leases. The real property described on Schedule 5.9(b) is referred to as the "Leased Real Property." Copies of all written (and summaries of all oral) Real Property Leases hereof have been provided made available to Parent prior to the date of this AgreementPurchaser. (c) All Leased Seller, its applicable Subsidiary or an Acquired Company has good and valid title to all Owned Real Property and its condition is suitable for its current use by valid leasehold estates in all the CompanyLeased Real Properties, in each case free and clear of all Liens except Permitted Exceptions. (d) All buildings, structures, improvements, fixtures, building systems None of the Owned Real Properties and equipment, and all components thereof, included in the Leased Real Properties is subject to any lease, sublease, license or other agreement granting to any other Person any right to the use, occupancy or enjoyment of such Owned Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Companyor Leased Real Property or any part thereof. (e) To the Company's knowledge, there are adequate sanitary Each Real Property Lease is in full force and storm sewer, public water, gas, electrical, telephone effect and other utilities is valid and facilities at each of the Leased Real Propertiesenforceable in accordance with its terms, and there is no default under any Real Property Lease either by Seller, its Subsidiaries or any Acquired Company or, to the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of Seller, by any pending other party thereto, and no event has occurred that, with the lapse of time or threatened moratoriums the giving of notice or restrictions that are reasonably likely to adversely affect the cost both, would constitute a default by Seller, its Subsidiaries or availability of any public utilitiesAcquired Company thereunder. (f) The Company enjoys peaceful To the Knowledge of Seller, each Owned Real Property and undisturbed possession of each Leased Real PropertyProperty complies with all applicable Laws and, since December 31, 2003, no written notice of violation of any Law has been received by Seller, any of its Subsidiaries or any Acquired Company or has been issued by any Governmental Body with respect thereto. (g) To the Knowledge of Seller, (i) Seller, its Subsidiaries or any Acquired Company have all certificates of occupancy and other Permits of any Governmental Body necessary for the current use and operation by Seller, its Subsidiaries or any Acquired Company of each Owned Real Property and Leased Real Property, (ii) Seller, its Subsidiaries or any Acquired Company have complied with all applicable conditions of each such Permit, and (iii) no default or violation by Seller, its Subsidiaries or any Acquired Company's knowledge, there are no pending condemnation, eminent domain, or event that with the lapse of time or giving of notice or both would become a default or violation by Seller, its Subsidiaries or any other taking by public authority with or without payment Acquired Company, has occurred in the due observance of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he CompanyPermit. (h) To There does not exist any actual, pending or, to the Company's knowledgeKnowledge of Seller, threatened condemnation or eminent domain proceedings that affect any Owned Real Property or Leased Real Property, and Seller, its Subsidiaries or any Acquired Company have not received any written notice of the Company has the right intention of any Governmental Body or other Person to conduct its business in each take or use any Owned Real Property or Leased Real Property for that is material the remaining term of the applicable Real Property LeaseBusiness. (i) With respect to To the Knowledge of Seller, no portion of any facility, building, improvement or other structure located on any of the Owned Real Property or the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to Property has suffered any material damage by fire or other casualty within the date of this Agreement have past five years which has not been properly exercisedsubstantially repaired or restored. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) The Section 3.13(a) of the Company does Disclosure Schedule sets forth all of the real property owned by the Company and its Subsidiaries that is material to the business of the Company and its Subsidiaries taken as a whole (the “Owned Real Property”). Except as would not ownreasonably be expected to have a Company Material Adverse Effect, nor each of the Company and its Subsidiaries has it ever ownedgood and marketable title to each parcel of Owned Real Property, any real propertyfree and clear of all Liens, except Permitted Encumbrances. (b) Schedule 5.9(b) lists as The Company has made available to Parent copies of all 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 that is material to the business of the date of this Agreement all Real Property Leases. The real property described on Schedule 5.9(b) is referred to Company and its Subsidiaries taken as a whole (the "“Leased Real Property." Copies ”) (and all modifications, amendments and supplements thereto). Except as disclosed in Section 3.13(b) of the Company Disclosure Schedule or as would not reasonably be expected to have a Company Material Adverse Effect, each of the Company and its Subsidiaries has a good and valid leasehold interest in each parcel of the Leased Real Property, free and clear of all written (and summaries of all oral) Real Property Leases have been provided to Parent prior to the date of this AgreementLiens, except Permitted Encumbrances. (c) All Leased Real Property and its condition is suitable for its current use by the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each As of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, no third party to any such Leases has given written notice to the Company has delivered or any of its Subsidiaries or made a written claim against the Company or any of its Subsidiaries with respect to Parent copies any material breach or default thereunder. (d) Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries have good and marketable title to, or a valid and binding leasehold interest in, all other properties and assets (excluding Owned Real Property, Leased Real Property and Intellectual Property) that are material to the business of the Company and its Subsidiaries taken as a whole, in each case free and clear of all subleases (collectivelyLiens, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtainedexcept Permitted Encumbrances.

Real Property. (a) The Company does not ownExcept as set forth in Part II of Appendix C, no Acquired Entity nor has it ever owned, any of its Subsidiaries owns any real property. To the Knowledge of Seller, no Governmental Authority has commenced the exercise of any eminent domain or similar power with respect to any Project Company Real Property owned by the Acquired Entities or any of their respective Subsidiaries, and there are no pending or, to the Knowledge of Seller, threatened condemnation or eminent domain proceedings that affect any such Project Company Real Property. (b) Schedule 5.9(b) lists as The interests of the date of this Agreement Acquired Entities and their respective Subsidiaries in all Project Company Real Property are insured under the Title Policy identified in Part II of Appendix D. The Acquired Entities and their respective Subsidiaries have good and marketable title to or, subject to the terms and conditions of the Material Leases. The real property described on Schedule 5.9(b) is referred , the right to as the "Leased use all Project Company Real Property." Copies , free and clear of all written (and summaries of all oral) Liens other than Permitted Liens. With respect to the Project Company Real Property any such Person leases or on which such Person was granted easements and/or rights-of-way pursuant to the Material Leases, the Acquired Entities or their respective Subsidiaries, as applicable, have peaceful and undisturbed nonexclusive possession under all Material Leases, easements and/or rights-of-way under which they are leasing or occupying property in accordance with the terms and conditions of the relevant Material Leases, easement or right-of-way and subject to the Permitted Liens. All rents and other payments under the Material Leases have been provided to Parent prior paid in full to the date of this Agreementextent due. No Material Lease has a term that can exceed 50 years (including any renewal or extension options). (c) All Leased The Project Company Real Property is sufficient to provide the Acquired Entities and its condition is suitable their respective Subsidiaries with continuous, uninterrupted and, together with public roads, contiguous access to the Wind Project sufficient for the operation and maintenance of the Wind Project as currently conducted. All utility services necessary for the construction and operation of the Wind Project for its current use by the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property intended purposes are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending available or threatened moratoriums or restrictions that are reasonably likely expected to adversely affect the cost or availability of any public utilitiesbe so available as and when required upon commercially reasonable terms. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) The Company does Each of Sky and its Subsidiaries has good title free and clear of all Liens to all real property owned by such entities (the “Owned Properties”), except for Liens that do not own, nor has it ever owned, any materially detract from the present use of such real property. (b) Schedule 5.9(bA true and complete copy of each agreement pursuant to which Sky or any of its Subsidiaries leases any real property (such agreements, together with any amendments, modifications and other supplements thereto, collectively, the “Leases”) lists has heretofore been made available to Huntington. Each Lease is valid, binding and enforceable against Sky or its applicable Subsidiary 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 are no defaults by Sky or any of its Subsidiaries, as applicable, under any of the Leases which, in the aggregate, would result in the termination of such Leases and a Material Adverse Effect on Sky. The consummation of the transactions contemplated by this Agreement will not cause defaults under the Leases, except for any such default which would not individually or in the aggregate, have a Material Adverse Effect on Sky and its Subsidiaries taken as a whole. (c) The Owned Properties and the properties (the “Leased Properties”) leased pursuant to the Leases constitute all of the real estate on which Sky and its Subsidiaries maintain their facilities or conduct their business as of the date of this Agreement all Real Property Leases. The real property described Agreement, except for locations the loss of which would not result in a Material Adverse Effect on Schedule 5.9(b) is referred to as the "Leased Real Property." Copies of all written (and summaries of all oral) Real Property Leases have been provided to Parent prior to the date of this Agreement. (c) All Leased Real Property Sky and its condition is suitable for its current use by the CompanySubsidiaries taken as a whole. (d) All buildingsA true and complete copy of each agreement pursuant to which Sky or any of its Subsidiaries leases real property to a third party (such agreements, structurestogether with any amendments, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone modifications and other utilities and facilities at each of the Leased Real Propertiessupplements thereto, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases"“Third Party Leases”) entered into by the Company (all of which are listed on Schedule 5.9(j))has heretofore been made available to Huntington. All Subleases areEach Third Party Lease is valid, binding and have been for the enforceable in accordance with its terms thereof, in good standing and is in full force and effecteffect (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and all necessary consents with respect thereto have been obtainedthe availability of equitable remedies). There are no existing defaults by the tenant under any Third Party Lease which, in the aggregate, would result in the termination of such Third Party Leases except for any such default which would not reasonably be expected to result in a Material Adverse Effect on Sky and its Subsidiaries taken as a whole.

Real Property. (a) The Company does not own, nor has it ever owned, any real property. (bi) Schedule 5.9(b3.01(n)(i) lists as of the date of this Agreement Disclosure Schedules lists all Real Property Leases. The Rights of any Acquired Company, the real property described on Schedule 5.9(b) is referred to as the "Leased Real Property." Copies of all written (and summaries of all oral) in which any Acquired Company has Real Property Leases have been provided to Parent prior to the date of this Agreement. (c) All Leased Real Property and its condition is suitable for its current use by the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipmentRights, and all components thereof, included in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases appurtenances thereto (collectively, the "Subleases"“Land”). Each Project Company has a good and valid leasehold, easement, access, license, or right of way interests, as applicable, in the Land required or associated with the applicable Project, free and clear of all Liens, except: (A) for Permitted Exceptions; (B) as disclosed in the applicable Title Proforma delivered by Seller to Purchaser on or before the Closing Date; and (C) as disclosed in the applicable Title Policy. (ii) Except as set forth on Schedule 3.01(n)(ii) of the Disclosure Schedules, no Acquired Company has entered into by any assignment, lease, license, sublease, easement or other agreement granting to any Person any right to the possession, use, occupancy or enjoyment of the Land. (iii) No Acquired Company has caused or suffered to exist any easement, right-of-way, covenant, condition, restriction, reservation, license, agreement or other similar matter that would materially interfere with the operation of the Projects or the business of the Acquired Companies in respect of the Real Property Rights, except as set forth on Part I of Schedule 3.01(n)(iii) of the Disclosure Schedules, in the applicable Title Proforma or in the applicable Title Policy. (iv) Except as set forth on Part II of Schedule 3.01(n)(iii) of the Disclosure Schedules, the Real Property Rights are all of which are listed on Schedule 5.9(j)). All Subleases are, and have been the real property rights necessary for the terms thereofAcquired Companies to develop, construct, own and operate the Projects. (v) None of Seller or any Acquired Company has received any written notice of: (A) condemnation, eminent domain or similar governmental proceeding materially affecting, individually or in good standing and in full force and effectthe aggregate, and all necessary consents with respect thereto have been obtainedthe Projects; or (B) zoning, ordinance, building, fire, health or safety code violations materially affecting the Projects.

Real Property. (a) The Except as set forth on Schedule 5.26, the Company Group does not ownown any Real Property. Other than as would not reasonably be expected to, nor individually or in the aggregate, have a Material Adverse Effect, the Company Group has it ever ownedgood, any real propertyvalid and subsisting title to its respective owned Real Property described on Schedule 5.26, free and clear of all Liens (except for the Permitted Liens). (b) Schedule 5.9(b) lists as of the date of this Agreement all Real Property Leases. The real property described on Schedule 5.9(b) is referred With respect to as the "Leased Real Property." Copies of all written (each Lease and summaries of all oral) Real Property Leases have been provided to Parent prior to the date of this Agreement. (c) All Leased Real Property and its condition is suitable for its current use by the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's Company Group’s knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. : (i) With respect to the Leased Real Propertyeach Lease is valid, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing binding and in full force and effect; (ii) all rents and additional rents and other sums, expenses and charges due thereunder have been paid unless the non-payment are due to circumstances beyond the Company Group’s control; (iii) the lessee has been in peaceable possession since the commencement of the original term thereof; (iv) no waiver, indulgence or postponement of the lessee’s obligations thereunder has been granted by the lessor; (v) there exist no default or event of default thereunder by the Company Group; and (vi) there are no outstanding claims of breach or indemnification or notice of default or termination thereunder, in cases of each of clauses (i) through (vi), other than as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. The Company Group holds the leasehold estate on the Lease free and clear of all Liens, except for the Permitted Liens and the Liens of mortgagees of the Real Property in which such leasehold estate is located. The Real Property leased by the Company Group is in a state of maintenance and repair in all material respects adequate and suitable for the purposes for which it is presently being used in all material respects, and all necessary consents there are no material repair or restoration works likely to be required in connection with respect thereto have been obtainedany of the leased Real Properties other than as would, individually or in the aggregate, would cost the Company Group less than $300,000 on an annual basis to repair or otherwise remediate for any single Real Property.

Real Property. (a) The Neither the Company does not own, nor has it ever owned, any Company Subsidiary owns any real property. (b) Schedule 5.9(bSection 3.13(b) lists as of the date Company Schedule of this Agreement Exceptions contains a complete and accurate list of all Real Property existing leases, subleases or other agreements (collectively, the “Leases. The ”) under which the Company or any Company Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any real property described on Schedule 5.9(b) is referred to as (such property, the "“Leased Real Property." Copies of all written (and summaries of all oral) Real Property Leases have been provided ”). The Company has made available to Parent prior to the date Effective Date a complete and accurate copy of this Agreementall Leases of Leased Real Property (including all modifications, amendments, supplements, waivers and side letters thereto). The Company and/or the Company Subsidiaries have and own valid leasehold interests in the Leased Real Property, free and clear of all Liens other than Permitted Liens. The Company Leased Real Property constitutes all interests in real property used, occupied or held for use in connection with the business of the Company and the Company Subsidiaries and which are necessary for the continued operation of the business of the Company and the Company Subsidiaries as the business is currently conducted and as currently proposed to be conducted. (c) All With respect to each of the Leases: (i) the Company or the applicable Company Subsidiary’s possession, as applicable, and quiet enjoyment of the Leased Real Property relating to each Lease has not been disturbed, and its condition is suitable for its current use by to the Knowledge of the Company, there are no disputes with respect to such Lease; (ii) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (iii) neither the Company nor any Company Subsidiary owes any brokerage commissions or finder’s fees with respect to such Lease; (iv) neither the Company nor any Company Subsidiary has assigned, collaterally assigned, subleased, licensed, granted any option or right of first refusal or first offer or granted any security interest in any Lease or any interest therein other than Permitted Liens; and (v) the Company and the Company Subsidiaries have paid all sums due and observed and performed the covenants and obligations on the part of the tenant and the conditions contained in the Leases. (d) All buildingsof the Leases are each in full force and effect and valid and enforceable by and against the Company and/or a Company Subsidiary, structures, improvements, fixtures, building systems and equipmentas applicable, and all components thereofthe lessor in accordance with its terms, included subject to the Enforceability Exceptions, and neither the Company nor any Company Subsidiary is in breach of or default under, or has received written notice of any breach of or default under, any such Lease, and, to the Leased Real Property are in good conditionKnowledge of the Company, ordinary wear and tear excepted and are suitable in all material respects for their current use no event has occurred that with notice or lapse of time or both would or would reasonably be expected to constitute a breach or default thereunder by the CompanyCompany or any Company Subsidiary or any other party thereto. (e) To the Knowledge of the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at (i) each of the Leased Real Properties, Company and the Company Subsidiaries has not received notice from all material Permits necessary for the current use by it of each applicable Leased Real Property, (ii) no material default or violation by the Company or any provider of such services Company Subsidiary has occurred in the due observance of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect Permit and (iii) the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession current uses of each Leased Real PropertyProperty comply with applicable Laws. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a1) The Company does not ownSection 4.03(r)(1) of the Constellation OP Disclosure Letter sets forth a list of the common name and address of each parcel of real property owned by a Contributed Entity or a Contributed Entity Subsidiary as of the date of this Agreement that has a net book value of $10 million or more (all such real property interests, together with all buildings, structures and other improvements and fixtures located on or under such real property and all easements, rights and other appurtenances to such real property, are individually referred to herein as a “Contributed Entity Property”). As of the date of this Agreement, each of the Contributed Entity Properties is owned by the Contributed Entity or the Contributed Entity Subsidiary indicated on Section 4.03(r)(1) of the Constellation OP Disclosure Letter. Except as set forth in Section 4.03(r)(1) of the Constellation OP Disclosure Letter, there are no real properties that any Contributed Entity or any Contributed Entity Subsidiary is obligated to buy at some future date. No Contributed Entity nor has it ever ownedany Contributed Entity Subsidiary leases or subleases, or is obligated to lease or sublease at some future date, in each case, as a tenant or subtenant, any real property. (b2) Schedule 5.9(b) lists as The applicable Contributed Entity or Contributed Entity Subsidiary owns good and valid fee simple title to each of the date Contributed Entity Properties, in each case, free and clear of this Agreement Liens, except for Permitted Liens, none of which Permitted Liens have resulted in or would reasonably be expected to result in a Contributed Entity Material Adverse Effect. (3) There are no pending or, to the Knowledge of Constellation OP, threatened condemnation, expropriation, eminent domain or rezoning proceedings affecting all Real Property Leasesor any portion of any of the Contributed Entity Properties. The real property described on Schedule 5.9(bapplicable Contributed Entity or Contributed Entity Subsidiary has all material certificates, variances, permits, licenses or rights required by applicable Law for use and occupancy as are necessary to conduct the business of such Contributed Entity or Contributed Entity Subsidiary thereon as presently conducted or currently intended by such Contributed Entity or Contributed Entity Subsidiary to be conducted, and to the Knowledge of Constellation OP, none of the Contributed Entities or Contributed Entity Subsidiaries has received written notice of any outstanding threat of modification, suspension or cancellation of any such material certificate, variance, permit, license or right, except as would not reasonably be expected to result in a Contributed Entity Material Adverse Effect. (4) Section 4.03(r)(4) of the Constellation OP Disclosure Letter sets forth a list of each lease or sublease to which a Contributed Entity or a Contributed Entity Subsidiary is a lessor with respect to any of the Contributed Entity Properties, together with all amendments, modifications, supplements, renewals and extensions related thereto, which lease (i) (A) provides for monthly rent in excess of Ten Thousand Dollars ($10,000) and (B) has a term of sixty (60) months or longer or (ii) is referred for a net rentable area in excess of eighteen thousand (18,000) square feet (the “Contributed Entity Major Leases”). Constellation OP has made available to as each of the "Leased Real PropertyOther Parties complete and correct copies of the Contributed Entity Major Leases." Copies (5) To the Knowledge of all Constellation OP, there are no Tax abatements or exemptions specifically affecting the Contributed Entity Properties, and no Contributed Entity nor any Contributed Entity Subsidiary has received any written notice of (and summaries Constellation OP does not have any Knowledge of) any proposed increase in the assessed valuation of all oralany of the Contributed Entity Properties or of any proposed public improvement assessments that will result in the Taxes or assessments payable in the next tax period increasing, except in each case for any such Taxes or assessment that have not resulted in, and would not reasonably be expected to result in, a Contributed Entity Material Adverse Effect. (6) Real Property Leases have No purchase option has been provided to Parent exercised under any Contributed Entity Major Lease or Contributed Entity Material Contract for which the purchase has not closed prior to the date of this Agreement. (ci) All Leased Real There are no unexpired options to purchase agreements, rights of first refusal or first offer or any other rights to purchase or otherwise acquire any Contributed Entity Property or any portion thereof (other than a tenant’s right to lease space), and its condition (ii) there are no other outstanding rights or agreements to enter into any contract for sale, ground lease or letter of intent to sell or ground lease any Contributed Entity Property that, in each case, is suitable for its current use by the Companyin favor of any third party. (d) All buildings8) With respect to each Contributed Entity Property, structuresthere is issued and outstanding a Contributed Entity Title Insurance Policy, improvementsa copy of which, fixturestogether with all exception documents referenced therein other than such documents pertaining to utility easements, building systems and equipmentright of way easements, and all components thereofother easements for the benefit or use of the public or that do not impose any monetary obligations, included has been made available to each of the Other Parties. No written claim has been made against any Contributed Entity Title Insurance Policy that has resulted in or would be reasonably expected to result in a Contributed Entity Material Adverse Effect. (9) The Contributed Entities have made available to each of the Leased Real Property are in good conditionOther Parties a rent roll relating to the Contributed Entity Properties that is true, ordinary wear correct and tear excepted and are suitable complete in all material respects for their current use by as of the Companydate of this Agreement. No Contributed Entity nor any Contributed Entity Subsidiary has entered into any agreements with any Governmental Authority relating to assistance with rent payments. (e10) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, The Contributed Entities and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful Contributed Entity Subsidiaries have good and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domainvalid title to, or any a valid and enforceable leasehold interest in, or other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Propertyuse, all options to renewpersonal property owned, rights used or held for use by them as of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to other than property owned by tenants and used or held in connection with the date of this Agreementapplicable tenancy), the Company except as has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases arenot resulted in, and would not reasonably be expected to result in, a Contributed Entity Material Adverse Effect. No Contributed Entity’s nor any Contributed Entity Subsidiary’s ownership of or leasehold interest in any such personal property is subject to any Liens, except for Permitted Liens and Liens that have been for the terms thereof, in good standing and in full force and effectnot resulted in, and all necessary consents with respect thereto have been obtainedwould not reasonably be expected to result in, a Contributed Entity Material Adverse Effect.

Real Property. The CBOT Holdings Owned Real Property and the CBOT Holdings Leased Real Property described in Section 3.15 of the CBOT Holdings Disclosure Letter (collectively, the “CBOT Holdings Real Property”) constitute all the fee and leasehold interests in real property of CBOT Holdings and the CBOT Holdings Subsidiaries. (a) The Company does With respect to the CBOT Holdings Real Property: (i) no portion of any CBOT Holdings Owned Real Property has suffered any damage by fire or other casualty loss which has not ownheretofore been completely repaired and restored, nor except as would not, individually or in the aggregate, reasonably be expected to materially and adversely interfere with the use of the CBOT Holdings Owned Real Property; (ii) CBOT Holdings has it ever ownedmade available to CME Holdings complete and accurate copies of all of the following materials relating to any CBOT Holdings Real Property, to the extent in CBOT Holdings’ or any real propertyCBOT Holdings Subsidiary’s possession or control: all Leases of CBOT Holdings Leased Real Property (including any amendments, modifications or supplements thereto); all CBOT Holdings Material Leases (including any amendments, modifications or supplements thereto), and with respect to the CBOT Holdings Owned Real Property, the current rent roll, receivables report, and, to the knowledge of CBOT Holdings, the most recent title insurance policy for the East Building and the most recent Tax appraisals; and (iii) all of the materials with respect to the CBOT Holdings Real Property that have been made available to CME Holdings, other than those specifically described in Section 3.15(a)(ii) above, are not, to CBOT Holdings’ knowledge, misleading in any material respect. (b) Schedule 5.9(bWith respect to the CBOT Holdings Owned Real Property: (i) lists as CBOT Holdings or the applicable CBOT Holdings Subsidiary has good and marketable title to such CBOT Holdings Owned Real Property, free and clear of all Liens other than Permitted Liens and those Liens set forth in Section 3.15(b)(i) of the date of this Agreement all Real Property Leases. The real property described on Schedule 5.9(b) is referred to as the "Leased Real Property." Copies of all written (and summaries of all oral) Real Property Leases have been provided to Parent prior to the date of this Agreement.CBOT Holdings Disclosure Letter; (cii) All Leased Real Property Other than with respect to matters being addressed with the Vaulted Sidewalk and its condition Bollard Project affecting the North Building and with respect to one of the five back-up chillers which is suitable for its current use by the Company. (d) All not in working order, all buildings, structures, improvements, fixtures, building systems fixtures and equipment, and all components thereof, improvements included in within the Leased CBOT Holdings Owned Real Property (the “CBOT Holdings Improvements”) are in good conditionrepair and operating condition in all material respects, subject only to ordinary wear and tear excepted tear, and are adequate and suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there purposes for which they are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Propertiespresently being used or held for use, and to the Company has not received notice from any provider knowledge of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledgeCBOT Holdings, there are no pending condemnation, eminent domain, facts or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to conditions affecting any of the Leased CBOT Holdings Improvements that, in the aggregate, would reasonably be expected to materially and adversely interfere with the current use, occupancy or operation thereof; (iii) the existing buildings and improvements located on such CBOT Holdings Owned Real PropertiesProperty are located, nor has any notice to the knowledge of CBOT Holdings, entirely within the boundary lines of such CBOT Holdings Owned Real Property or on permanent easements on adjoining land benefiting such CBOT Holdings Owned Real Property and may lawfully be used under applicable zoning and land use laws (either as of right, by special permit or variance, or as a proposed condemnation been received by he Company.grandfathered use) for their material current uses; (hiv) To the Company's knowledgethere are no outstanding purchase agreements, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and or rights of first refusal exercisable prior to purchase such CBOT Holdings Owned Real Property, or any material portion thereof or any material interest therein; (v) other than the Parking Agreement listed on Section 3.15(b)(i) of the CBOT Holdings Disclosure Letter, Section 3.15(b)(v) of the CBOT Holdings Disclosure Letter sets forth all Leases, written or oral, granting to any party (other than CBOT Holdings or any CBOT Holdings Subsidiary) the right of use or occupancy of more than 10,000 square feet of any CBOT Holdings Owned Real Property, whether by one Lease or by more than one Lease to the date of this Agreement have been properly exercised. same party (j) Prior to the date of this Agreementeach, the Company has delivered to Parent copies of all subleases (a “CBOT Holdings Material Lease” and collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j“CBOT Holdings Material Leases”)). All Subleases are, and have been for each CBOT Holdings Lease is the terms thereoflegal, in good standing valid, binding, and enforceable obligation of CBOT Holdings or the applicable CBOT Holdings Subsidiary that is lessor thereunder, and, with respect to each CBOT Holdings Material Lease: (1) to the knowledge of CBOT Holdings, each such CBOT Holdings Material Lease is in full force and effecteffect and the binding obligation of the other parties thereto and will continue to be the legal, valid, binding and enforceable obligation of CBOT Holdings or the applicable CBOT Holdings Subsidiary following the consummation of the transactions contemplated by this Agreement; (2) neither CBOT Holdings nor any CBOT Holdings Subsidiary has received any written notice that it is in default under any such CBOT Holdings Material Lease, nor, to the knowledge of CBOT Holdings, is CBOT Holdings or any CBOT Holdings Subsidiary or any other party to such CBOT Holdings Material Lease in default under any such CBOT Holdings Material Lease, and all necessary consents no event has occurred, which, after the giving of notice, with respect thereto have been obtainedlapse of time, or otherwise, would constitute a material default by CBOT Holdings or any CBOT Holdings Subsidiary or, to the knowledge of CBOT Holdings, any other party under such CBOT Holdings Material Lease; and (3) there are no material disputes, oral agreements or forbearance programs in effect as to any such CBOT Holdings Material Lease; and (vi) there is no pending or to the knowledge of CBOT Holdings, threatened litigation, claims, actions, suits, proceedings, investigations or administrative actions relating to CBOT Holdings Owned Real Property which would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on CBOT Holdings, and there are no pending or, to the knowledge of CBOT Holdings, threatened condemnation proceedings relating to CBOT Holdings Owned Real Property which, if the condemnation was successful, would reasonably be expected to materially and adversely interfere with, detract from or restrict the current operation, value or use of property subject thereto; (vii) except in any such case as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on CBOT Holdings, such CBOT Holdings Owned Real Property is in compliance with the terms and provision of any restrictive covenants, easements, or agreements affecting such Owned Real Property.

Real Property. (a) Section 3.15(a) of the Company Disclosure Letter sets forth a true and complete list of all real property owned in fee by the Company or any Company Subsidiary (collectively, the “Company Owned Real Property”) and the address for each Company Owned Real Property. The Company does or a Company Subsidiary, as the case may be, holds good and marketable fee simple title to the Company Owned Real Property, free and clear of all Liens except for Permitted Liens and has not ownleased, nor subleased, licensed or otherwise granted any right of occupancy to use any portion thereof to any Person. The Company has it ever owned, provided to Parent true and complete copies of any real propertyexisting owners’ policies of title insurance and surveys obtained by the Company or any Company Subsidiary pertaining to the Company Owned Real Property. (b) Schedule 5.9(b(i) lists Section 3.15(b) of the Company Disclosure Letter sets forth a true and complete list of all real estate leases, subleases, licenses and occupancy agreements under which the Company or any Company Subsidiary is a lessee or sublessee (each, a “Company Real Property Lease”) and the address for each Company Real Property Lease, (ii) each Company Real Property Lease is, to the knowledge of the Company, enforceable against the Company or any Company Subsidiary party thereto, in accordance with its terms, except that (A) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors’ rights generally and (B) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought, (iii) no notices of default under any Company Real Property Lease have been received by the Company or any Company Subsidiary that have not been resolved and (iv) neither the Company nor any Company Subsidiary is in default under any Company Real Property Lease, and, to the knowledge of the Company, no landlord thereunder is in default (collectively, the “Company Leased Real Property”). The Company has provided to Parent true and complete copies of all Company Real Property Leases. (c) The Company Owned Real Property and the Company Leased Real Property are referred to collectively herein as the “Company Real Property.” With respect to the Company Real Property, neither the Company nor any Company Subsidiary has received any written notice of, nor to the knowledge of the Company does there exist as of the date of this Agreement all Agreement, any (i) pending, threatened or contemplated condemnation or similar proceedings, or any sale or other disposition of any Company Real Property Leasesor any part thereof in lieu of condemnation, (ii) any pending, threatened or contemplated actions against any Company Real Property which, if adversely determined, would affect the continued use or operation of the Company Real Property, and (iii) any pending, threatened or contemplated use of zoning violations or any rezoning or special designation proceedings. The Company and the Company Subsidiaries have lawful rights of direct use and vehicular access to all Company Real Property via a public road or a permanent, irrevocable, appurtenant easement benefitting such real property described on Schedule 5.9(b) is referred and comprising a part of the Company Real Property necessary to conduct their businesses substantially as presently conducted, except as would not reasonable be expected to have, individually or in the "Leased aggregate, a Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written notice of, nor does the Company have any knowledge of, any violations of any applicable Law affecting the Company Real Property." Copies of all written , (the “Improvements”) or the use and summaries of all oral) Real Property Leases have been provided to Parent prior to the date of this Agreement. (c) All Leased Real Property and its condition is suitable for its current use by the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components occupancy thereof, included in the Leased Real Property . The Improvements are in good order, repair and condition, ordinary wear and tear excepted excepted, are free from any latent and patent defects and are adequate and suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there purposes for which they are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilitiespresently being used. The Company has no Knowledge of any pending Real Property is supplied with public or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any quasi-public utilities. (f) The Company enjoys peaceful , and undisturbed possession of each Leased Real Property. (g) To other services and systems necessary for the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any use and operation of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he CompanyImprovements located thereon. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) The Section 4.23(a) of the Company does Disclosure Letter sets forth a true and complete list of the addresses of all material real property owned by the Company or any of the Company Subsidiaries (together with all buildings, improvements and fixtures located thereon and appurtenances thereto, the “Owned Real Property”). Except as has not ownhad, nor has it ever ownedand would not reasonably be expected to have, any real propertyindividually or in the aggregate, a Company Material Adverse Effect, the Acquired Companies have good and marketable fee title to all Owned Real Property, free and clear of all Liens other than Permitted Liens. (b) Schedule 5.9(bSection 4.23(b) lists of the Company Disclosure Letter sets forth, as of the date of this Agreement Agreement, a true and complete list of (i) all Real Property Leases. The material real property described on Schedule 5.9(b) is referred to as leased, subleased, licensed or otherwise occupied by the "Company or any of the Company Subsidiaries and the address thereof (each, a “Leased Property”, together with the Owned Real Property." Copies , the “Real Property”)) and (ii) with respect to each Leased Property, a description of each lease, sublease, license, sublicense or other occupancy agreement, in each case, including all amendments thereto, demising any such Leased Property to the Company or any Company Subsidiary (each, a “Lease Agreement”). Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease Agreement is a legal, valid and binding obligation of the Acquired Company party thereto and, to the Company’s Knowledge, the other party thereto enforceable in accordance with its terms, except as such enforceability may be limited by the Bankruptcy and Equity Exceptions. Except as has not had, and would not reasonably be expected to have, a Company Material Adverse Effect, the Acquired Companies (i) hold a valid and existing leasehold interest or leasehold estate in each Leased Property and (ii) hold good and valid title to all material tangible properties and assets owned by the Acquired Companies in each Leased Property, in each case, free and clear of all written (and summaries of all oral) Real Property Leases have been provided to Parent prior to the date of this AgreementLiens other than Permitted Liens. (c) All Leased With respect to each Real Property, (i) neither the Company nor any of the Company Subsidiaries has subleased, licensed, sublicensed or otherwise granted anyone a right to use or occupy such Real Property or any portion thereof, or otherwise assigned, pledged, hypothecated, mortgaged or otherwise transferred any lease, sublease, license, sublicense or other interest therein, (ii) there is no pending or, to the Company’s Knowledge, threatened condemnation, proceeding with respect to any Real Property, and its condition is suitable for its current use possession and quiet enjoyment of the Real Property by the Companyapplicable Acquired Company under each Lease Agreement has not been disturbed in any material respect, and (iii) there exists no default or any event that with notice or the passage of time, or both, would become a default under any Lease Agreement, except, in each case, as has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. Except as set forth in this Section 4.23(c) there has been no rent deferred under any Lease Agreement due to COVID-19 or otherwise that is currently unpaid or outstanding, and true, correct and complete copies, in all material respects, of each Lease Agreement and any such deferral arrangements and agreements have been provided to Parent. No Acquired Company owns or holds, or is obligated under or is a party to, any option, right of first refusal or other contractual (or other) right or obligation to purchase, acquire, sell, assign, convey or dispose of any material real estate or any material portion of or interest in the Real Property. (d) All buildingsExcept as has not had, structuresand would not reasonably be expected to have, improvementsindividually or in the aggregate, fixturesa Company Material Adverse Effect, building systems and equipmentall of the Real Property of the Acquired Companies, and all components thereof, included in material tangible assets and properties of the Leased Acquired Companies located on the Real Property are in good conditionserviceable operating condition and repair (giving due account to the age, length of use and potential obsolescence of the same, and ordinary wear and tear excepted excepted) and are suitable in all material respects substantially adequate for their current use the conduct of the business by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, Company and the Company Subsidiaries in substantially the same manner as it has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilitiesheretofore been conducted. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) The Company does Schedule 4.9(a) of the PECO Disclosure Letter lists the parcels of real property that, together with the structures and improvements thereon, constitute the PECO Real Property, and sets forth the applicable PECO Entity owning such PECO Real Property. Except as disclosed in title insurance policies and reports (and the documents or surveys referenced in such policies and reports): (i) each PECO Entity owns fee simple title to each of the PECO Real Properties, free and clear of Liens, except for Permitted Liens; and (ii) except as has not ownhad and would not, individually or in the aggregate, have a PECO Material Adverse Effect, neither PECO nor any PECO Entity has it ever ownedreceived written notice of any uncured violation of any Law (including zoning, building or similar Laws) affecting any real propertyportion of any of the PECO Real Properties issued by any Governmental Entity. There is issued and outstanding with respect to each PECO Real Property an owner’s policy of title insurance insuring the fee simple interest of the applicable PECO Entity in the PECO Real Property owned by it. No claims have been made against any such title insurance policies. (b) Schedule 5.9(b) lists Except as disclosed in property condition assessments and similar structural engineering reports relating to the PECO Real Properties, PECO has not received written notice of, nor does PECO have any Knowledge of, any latent defects or adverse physical conditions affecting any of the date of this Agreement all PECO Real Property Leases. The real property described on Schedule 5.9(b) is referred to as Properties or the "Leased Real Property." Copies of all written (and summaries of all oral) Real Property Leases improvements thereon that have not been provided to Parent corrected or cured prior to the date of this Agreement, except as would not, individually or in the aggregate, have a PECO Material Adverse Effect. (c) All Leased Real Property PECO and its condition is suitable the PECO Entities have good title to, or a valid and enforceable leasehold interest in, all material personal property assets owned, used or held for its current use by them. Neither PECO’s, nor the CompanyPECO Entities’, ownership of any such personal property is subject to any Liens, other than Permitted Liens. (d) All buildingsExcept as would not, structures, improvements, fixtures, building systems and equipment, and all components thereof, included individually or in the Leased Real Property are in good conditionaggregate, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (ereasonably be expected to have a PECO Material Adverse Effect or as set forth on Schedule 4.9(d) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real PropertiesPECO Disclosure Letter, and (i) neither PECO nor any PECO Entity is and, to the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending PECO, no other party is in breach or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domainviolation of, or default under, any Material PECO Lease, (ii) no event has occurred that would result in a breach or violation of, or a default under, any Material PECO Lease by PECO or any PECO Entity, or, to the Knowledge of PECO, any other taking by public authority party thereto (in each case, with or without payment notice or lapse of consideration therefor time) and no tenant under a Material PECO Lease is in monetary default under such Material PECO Lease, (iii) no tenant under a Material PECO Lease is the beneficiary or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business become a beneficiary of a loan or forbearance from PECO or any PECO Entity in each Leased Real Property for excess of $500,000 in the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases areaggregate, and have been for the (iv) each Material PECO Lease is valid, binding and enforceable in accordance with its terms thereof, in good standing and is in full force and effect, and all necessary consents effect with respect thereto have been obtainedto the Company or a Company Subsidiary and, to the Knowledge of PECO with respect to the other parties thereto, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). No tenant under a Material PECO Lease is currently asserting in writing a right to cancel or terminate such Material PECO Lease prior to the end of the current term, neither PECO nor any PECO Entity has received a notice of any insolvency or bankruptcy proceeding involving any tenant under a Material PECO Lease, no tenant under a Material PECO Lease is in monetary default in an amount in excess of $100,000 relating to the payment of any amounts payable under such Material PECO Lease and no tenant under a Material PECO Lease has exercised a purchase option or right of first refusal set forth a Material PECO Lease. Neither PECO nor any PECO Entity has received a notice from any tenant under a Material PECO Lease that such tenant intends to terminate such tenant’s Material PECO Lease or that such tenant or other party intends to cease operations of such store.

Real Property. (a) The Company does not own, nor has it ever Schedule 5.16 includes a list of all real property owned, leased or used by COMPANY at the date hereof and all other real property, if any, used by COMPANY in the conduct of its business. Except as set forth in Schedule 5.16 hereto, (i) All real property owned, leased or used by COMPANY is zoned for the conduct of COMPANY'S business thereon pursuant to the zoning regulations of the applicable cities, towns, villages or townships. The uses to which such real property are presently put (including the location of all buildings and other improvements thereon) comply in all material respects with the applicable provisions of such zoning regulations without the benefit of the legal non-conforming use principle of law, or other regulations of such cities, towns, villages or townships or any other governmental body. (ii) As to any real property leased, owned or used by COMPANY there are no material agreements, commitments or understandings pursuant to which COMPANY, or its successors in interest are required to dedicate any part of the real property or to grant any easement, water rights, rights-of-way, or license for ingress and egress or other use in respect to any part of the real property, whether on account of the development of adjacent or nearby real property or otherwise. Other than as provided in the leases of the real property owned by COMPANY and leased to others, except as set forth in Schedule 5.16 hereto, no person has any material easement, license or other right whatsoever with respect to such real property. (biii) Schedule 5.9(b) lists as of COMPANY holds good and marketable fee simple title to the date of this Agreement all Real Property Leases. The real property described identified on Schedule 5.9(b) is referred 5.16 hereto as owned by COMPANY and good leasehold title to the real property identified on Schedule 5.16 as the "Leased Real Property." Copies leased or used by COMPANY, in each case free and clear of all written (and summaries of all oral) Real Property Leases have been provided to Parent prior to the date of this Agreement. (c) All Leased Real Property and its condition is suitable for its current use by the Company. (d) All buildingsmaterial mortgages, structurescharges, improvementsclaims, fixturesliens, building systems and equipmentencumbrances, and all components thereofleases, included in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renewpurchase, rights of first offer refusal, contracts of sale, easements, reservations and rights restrictions, except those matters identified in any title reports set forth in Schedule 5.16. No part of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into such lands is affected by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.any restrictions imposed by any governmental authority affecting construction of

Real Property. (a) Section 3.12(a) of the Parent Disclosure Schedule sets forth a complete and accurate, in all material respects, list of all of the real property owned by any Transferred Company or any Subsidiary thereof that is material to the operation of the Business (the “Owned Real Property”). The Company does Transferred Companies and their respective Subsidiaries, as applicable, have good, valid and marketable fee simple title to all Owned Real Property, free and clear of all Liens, except Permitted Liens. Neither Parent nor its Subsidiaries have received written notice of any, and to Parent’s knowledge, there is no, default under any restrictive covenants affecting the Owned Real Property and there has not ownoccurred any event that with the lapse of time or the giving of notice or both would constitute such a default under any such restrictive covenants, nor has it ever owned, any real propertyexcept as would not have a Material Adverse Effect. (b) Schedule 5.9(bSection 3.12(b) lists as of the date Parent Disclosure Schedule sets forth a complete and accurate, in all material respects, list of this Agreement all Real Property Leases. The of the real property described on Schedule 5.9(b) leased by any Transferred Company or any Subsidiary thereof that is referred material to as the "operation of the Business (the “Leased Real Property." Copies ”). The Transferred Companies and their respective Subsidiaries, as applicable, have a valid leasehold or subleasehold (as applicable) interest in all Leased Real Property, free and clear of all written Liens, except Permitted Liens, and complete copies of such leases and subleases (including all material modifications and summaries of all oralamendments thereto and waivers thereunder) Real Property Leases have been provided made available to Parent prior to the date of this Agreement. Purchaser. Further, (ci) All Leased Real Property all leases and its condition is suitable subleases for its current use by the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property under which any Transferred Company or its Subsidiaries is a lessee or sublessee are in good condition, ordinary wear full force and tear excepted effect and are suitable enforceable in all material respects for accordance with their current use by respective terms, subject to the Company. 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 (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities regardless of whether such enforceability is considered in a proceeding in equity or at each of the Leased Real Propertieslaw), and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (fii) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to neither Parent nor any of the Leased Real Properties, nor its Subsidiaries has received any written notice of any, and to the knowledge of Parent there is no, material default under any such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to lease or sublease affecting the Leased Real Property, all options to renew, rights except as in each of first offer cases (i) and rights of first refusal exercisable prior to the date of this Agreement (ii) would not have been properly exerciseda Material Adverse Effect. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (ai) The Company does and its Subsidiaries have (x) good and marketable title to all real property owned in fee by them (the “Owned Real Property”) and (y) valid title to the leasehold estate (as lessee) in all real property and interests in real property leased or subleased by them as lessee or sublessee (the “Leased Real Property”) and (z) valid title to the material easement or other material estate in all real property and interests in real property held by them under material easements or other material agreements creating an interest in such real property (the “Other Real Property” and together with the Owned Real Property and the Leased Real Property, the “Real Property”), in each case free and clear of all Liens, except the following ((A) through (F) of the following being “Permitted Liens”): (A) Liens that secure Indebtedness or other obligations as reflected on the Company Financial Statements or Indebtedness or other obligations listed on Section 6.1(q)(i)(A) of the Company Disclosure Letter; (B) easements, covenants, conditions, rights of way, encumbrances, restrictions, defects of title and other similar matters of public record (other than such matters that, individually or in the aggregate, materially adversely impair the conduct of the business of the Company or its Subsidiaries as currently conducted at the facility associated with the Real Property); (C) zoning, planning, building and other applicable Laws regulating the use, development and occupancy of real property and Permits, consents and rules under such Laws (other than such matters that, individually or in the aggregate, materially adversely impair the conduct of the business of the Company or its Subsidiaries as currently conducted at the facility associated with the Real Property); (D) Liens that have been placed by a third party on the fee title of Leased Real Property that are subordinate to the rights therein of the Company or any of its Subsidiaries or that, if foreclosed, would not ownmaterially adversely impair the conduct of the business of the Company or its Subsidiaries as currently conducted at the facility associated with the Real Property); (E) mechanics, nor has it ever ownedmaterialmens’, any or laborers’ Liens for work or services performed or equipment, machinery, materials, or other items furnished in the ordinary course of business consistent with past practice of the Company or of its Subsidiaries that (x) are for amounts not then due and payable or delinquent or (y) have been released, discharged or otherwise removed of record by the posting or filing of a xxxx xxxx or similar bond, in form and substance as required by applicable Law to release or discharge the Lien; and (F) such other matters that, individually or in the aggregate, do not materially impair the use, operation, value or marketability of the specific parcel of Real Property to which they relate or the conduct of the business of the Company and its subsidiaries as presently conducted at such specific parcel of real property. (bii) Schedule 5.9(b) lists as of the date of this Agreement all Real Property Leases. The real property described on Schedule 5.9(b) is referred to as the "Leased Real Property." Copies of all written (and summaries of all oral) Real Property Leases have been provided to Parent prior to the date of this Agreement. (c) All Leased Real Property and its condition is suitable for its current use by the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and Neither the Company has not received notice from nor any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domainits Subsidiaries is obligated under, or a party to, any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Propertiesoption, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior or other contractual right or obligation to the date sell, assign or dispose of this Agreement have been properly exercisedany material Owned Real Property or any portion thereof or interest therein. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) The Section 4.14(a) of the Company does not own, nor has it ever owned, any real property. (b) Schedule 5.9(b) lists Disclosure Schedules sets forth a true and complete list in all material respects of all Owned Real Property as of the date of this Agreement Agreement. Except as set forth on Section 4.14(a) of the Company Disclosure Schedules, none of the Company or any of its Subsidiaries has owned any other real property or held any interest therein since December 31, 2012. (b) The Company or one of its Subsidiaries has good and insurable title in fee simple to all Owned Real Property, free and clear of all Encumbrances except Permitted Encumbrances. (c) There is no Leased Real Property Leases. The real property described on Schedule 5.9(b) is referred to as the "Leased Real Property." Copies of all written (and summaries of all oral) Real Property Leases have been provided to Parent prior to the date of this Agreement. (cd) All Leased No parcel of the Owned Real Property and its condition Property, or any portion thereof, is suitable for its current use subject to any Order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Knowledge of the Company. (d) All buildings, structureshas any such condemnation, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Companyexpropriation or taking been proposed. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each Knowledge of the Leased Real PropertiesCompany, the use, occupancy, and operation of the Owned Real Property by the Company and its Subsidiaries comply in all material respects with applicable Law. Nether the Company nor any of its Subsidiaries has not received any written notice to the contrary from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilitiesGovernmental Authority. (f) The To the Knowledge of the Company, the Owned Real Property complies in all material respects with all restrictions and requirements contained in the Permitted Encumbrances. There are no contractual or legal restrictions that preclude or restrict the ability to use any Owned Real Property by the Company enjoys peaceful and undisturbed possession or any of each Leased its Subsidiaries for the current use of such Owned Real Property. There are no material adverse physical conditions and, to the Knowledge of the Company, there are no material latent defects affecting any Owned Real Property. (g) To Except as set forth on Section 4.14(g) of the Company's knowledgeCompany Disclosure Schedules, there are no pending condemnationsince December 31, eminent domain2012, none of the Company or any other taking by public authority with of its Subsidiaries has subleased, licensed or without payment of consideration therefor or similar actions with respect otherwise granted to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has other Person the right to conduct its business in each Leased use or occupy the Owned Real Property for the remaining term or any portion thereof. Except as set forth on Section 4.14(g) of the applicable Company Disclosure Schedules, to the Knowledge of the Company, no Person other than the Company or one of its Subsidiaries has asserted any rights in, or to acquire, the Owned Real Property Leaseor any part thereof. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. Schedule 4.15(i) of the Company Disclosure Letter identifies the real property owned by the Company and its Subsidiaries (collectively, the “Company Owned Real Property”). Schedule 4.15(ii) of the Company Disclosure Letter contains a list of all of the real property leased or subleased by the Company and any of its Subsidiaries (collectively, the “Company Leased Real Property”). Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect (a) The the Company does not ownand its Subsidiaries have good, nor has it ever ownedvalid and marketable title to all Company Owned Real Property and valid leasehold estates in the Company Leased Real Property (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any real property. Subsidiaries free and clear of all Encumbrances, except Permitted Encumbrances, (b) Schedule 5.9(bto the knowledge of the Company, there are no pending disputes related to the Company Owned Real Property, (c) lists there is no pending or, to the knowledge of the Company, threatened, condemnation or eminent domain Proceedings that affect any of the Company Owned Real Property or the Company Leased Real Property, (d) the Company Owned Real Property and the Company Leased Real Property is in good order, condition and repair and is reasonably sufficient for the Company’s business as currently conducted, (e) to the knowledge of the Company, the Company Owned Real Property and the Company Leased Real Property comply with all applicable Laws and (f) each agreement under which the Company or any of its Subsidiaries is the landlord, sublandlord, tenant, subtenant, or occupant with respect to the Company Leased Real Property (each, a “Company Real Property Lease”) is in full force and effect and is valid and enforceable against the Company or such Subsidiary and, to the knowledge of the Company, the other parties thereto, in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither the Company nor any of its Subsidiaries, or to the knowledge of the Company, any other party thereto, has received written notice of any default under any Company Real Property Lease and to the knowledge of the Company as of the date of this Agreement all Real Property Leases. The real property described on Schedule 5.9(b) is referred to as no facts or circumstances exist which with the "Leased Real Property." Copies passage of all written (and summaries of all oral) Real Property Leases have been provided to Parent prior to the date of this Agreement. (c) All Leased Real Property and its condition is suitable for its current use by the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and the time and/or notice would constitute a default under any Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. The Seller Entities own good and indefeasible fee simple or good and valid leasehold title, as the case may be, to the Real Property. The Real Property will be conveyed to Buyer free and clear of any and all liens, encumbrances or other restrictions except (ai) The Company does any lien for taxes not ownyet due and payable, nor has it ever owned(ii) any lease obligations under the Assumed Contracts (iii) easements, any real property. (b) Schedule 5.9(b) lists restrictions and other matters of record, so long as such matters do not, collectively or individually, materially interfere with the operations of the date of this Agreement all Real Property Leases. The real property described on Schedule 5.9(b) is referred to as Facilities in a manner consistent with the "Leased Real Property." Copies of all written (and summaries of all oral) Real Property Leases have been provided to Parent prior to the date of this Agreement. (c) All Leased Real Property and its condition is suitable for its current use by the Company. Seller Entities, (div) All buildingszoning regulations and other governmental laws, structuresrules, improvementsregulations, fixturescodes, building systems orders and equipmentdirectives affecting the Real Property, and all components including any violations thereof, included so long as such violations do not, individually or collectively, materially interfere with the operation of the Facilities in a manner consistent with the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. Seller Entities, (ev) To the Company's knowledgeunrecorded easements, there are adequate sanitary and storm sewerdiscrepancies, public waterboundary line disputes, gasoverlaps, electrical, telephone encroachments and other utilities and facilities at each matters that would be revealed by an accurate survey or inspection of the Leased Real PropertiesProperty, so long as such matters do not, collectively or individually, materially interfere with the operations of the Facilities in a manner consistent with the current use by the Seller Entities, (vi) any encumbrances or defects that do not materially interfere with the operations of the Facilities in a manner consistent with the current use by the Seller Entities, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection (vii) with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, any encumbrances which encumber the fee interest in such property (collectively, the “Permitted Encumbrances”). Seller and the Seller Entities agree that the title to the Owned Real Property shall not be altered by Seller or the Seller Entities between the date of this Agreement and the Closing in any material respect, except to the extent not restricted pursuant to Section 5.2 or Section 5.3. With respect to the Real Property: (a) Except as set forth on Schedule 3.10(a), neither Seller nor any of the Seller Entities has received during the past three (3) years written notice from any Government Entity of a material violation of any applicable ordinance or other law, order or regulation with respect to the Owned Real Property; (b) Except as set forth in Schedule 3.10(b), to the knowledge of Seller, the Owned Real Property and its operation are in material compliance with all options applicable zoning ordinances (or is considered legally non-conforming or “grandfathered” thereunder); (c) Neither Seller nor any of the Seller Entities have created any easements, restrictions or other encumbrances which materially restrict or impair the use of the Owned Real Property for its current use; (d) There are no tenants or other Persons occupying any space in the Real Property, other than pursuant to renewtenant leases described in Schedule 3.10(d) (the “Tenant Leases”), and no tenants have paid rent in advance for more than one month and no improvement credit or other tenant allowance of any nature is owed by any of the Seller Entities to any tenant pursuant to such tenant leases, nor is any landlord improvement work required to be completed by any of the Seller Entities pursuant to such tenant leases, except as disclosed in Schedule 3.10(d); and (e) Attached to Schedule 3.10(e) is a “rent roll” which sets forth for the Tenant Leases: (i) the names of then current tenants; (ii) the rental payments for the then current month under each of the leases; (iii) a list of all then delinquent rental payments; (iv) a list of all tenant deposits and a description of any application thereof, and (v) a list of all uncured material defaults under the leases known to Seller; (f) Except as set forth on Schedule 3.10(f), neither Seller nor any of the Seller Entities has received during the past three (3) years any written notice from any Governmental Entity of (i) any existing, proposed or contemplated plans to modify or realign any street or highway or any existing, proposed or contemplated eminent domain proceeding that would result in the taking of all or any part of the Owned Real Property or that would materially and adversely affect the current use of any part of the Owned Real Property or materially affect the marketability of any material portion of the Owned Real Property for a use consistent with the current use by the Seller Entities, (ii) public improvements that are required to be made and/or which have not heretofore been assessed, or (iii) pending or threatened special, general or other assessments against or affecting any of the Owned Real Property other than county or municipal-wide reassessments; (g) Except as set forth on Schedule 3.10(g), there are no outstanding options, rights of first offer and or rights of first refusal exercisable prior granted by the Seller Entities to the date of this Agreement have been properly exercised.purchase any Owned Real Property or any portion thereof or interest therein; (jh) Prior to the date of this Agreement, the Company has delivered to Parent copies Schedule 3.10(h) sets forth an accurate and complete list of all subleases written and oral leases, subleases, licenses, other rental agreements and all easements and other rights and interests appurtenant thereto, that grant or will grant to any Seller Entity as lessee, sublessee, licensee or grantee thereunder a possessory interest in and to any space in the Leased Real Property necessary for the operation of the Facilities as currently conducted, including any ground leases and any leases for parking (collectively, the "Subleases") entered into “Operating Leases”). Seller has delivered or otherwise made available to Buyer complete, correct and current copies of all Operating Leases. Except as set forth on Schedule 3.10(h), the Operating Leases are assignable by the Company (all of which are listed applicable Seller Entity to Buyer or Buyer’s nominee(s) or designee(s), subject to obtaining any required consents to such assignment. The Operating Leases have not been modified, amended or assigned by the Seller Entities, except as set forth on Schedule 5.9(j3.10(h)). All Subleases are, are legally valid, binding and have been for enforceable against the applicable Seller Entity and, to Seller’s knowledge, all other parties thereto in accordance with their respective terms thereof, in good standing and are in full force and effect. (i) There are no material defaults by the Seller Entities or, and all necessary consents to Seller’s knowledge, any other party under any of the Operating Leases, and, to the knowledge of Seller, no event has occurred which with the giving of notice or passage of time, or both, would constitute a material default under any of the Operating Leases; (j) Except as set forth on Schedule 3.10(j), neither Seller nor any of the Seller Entities is a party to any Tax abatement agreement relating to the Owned Real Property nor are there any outstanding waivers or agreements extending the statute of limitations for any period with respect thereto have been obtainedto any Tax to which the Owned Real Property may be subject following the Closing; and (k) The Real Property comprises all of the real property owned or leased or otherwise used or occupied by the Seller Entities that is associated with or employed in the operation of the Facilities.

Real Property. (a) The Section 3.14(a) of the Company does Disclosure Letter sets forth a true, correct and complete (in all material respects) list of all real property owned in fee simple by the Company or any of its Subsidiaries (the “Owned Real Property”). Except as had not ownhad, nor has it ever ownedand would not reasonably be expected to have, any real propertya Company Material Adverse Effect, the Company and its Subsidiaries have valid title, in fee or valid leasehold, easement or other rights, in each case, free and clear of all liens other than Permitted Liens, to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit the Company and its Subsidiaries to conduct their business as currently conducted. (b) Schedule 5.9(bSection 3.14(b) lists of the Company Disclosure Letter sets forth a true, correct and complete (in all material respects) list as of the date of this Agreement all of the leases, licenses, subleases and occupancy agreements with an aggregate base rent paid by the Company or its Subsidiaries in the four (4) consecutive fiscal quarters ended December 30, 2023 exceeding one million dollars ($1,000,000) (the “Real Property Leases”) with respect to all property leased, licensed, subleased or otherwise used or occupied by the Company or its Subsidiaries. The real property described on Schedule 5.9(b) Neither the Company nor any of its Subsidiaries is referred to as the "Leased Real Property." Copies of all written (and summaries of all oral) in default under any Real Property Leases have been provided Lease, and no event has occurred that, with notice, lapse of time or both, would constitute a material default under any Real Property Lease by the Company or any of its Subsidiaries, except as had not had, and would not reasonably be expected to Parent prior to the date of this Agreementhave, a Company Material Adverse Effect. (c) All Leased Real Property Except as had not had, and its condition is suitable for its current use by the Company. (d) All would not reasonably be expected to have, a Company Material Adverse Effect, all buildings, structures, improvements, fixtures, building systems and equipment, including module manufacturing and all components thereofPIC fabrication equipment, included in located on the Leased Owned Real Property or real property leased pursuant to a Real Property Lease in Pennsylvania and California (the “Improvements”) are in good condition, ordinary wear and tear excepted and are suitable sufficient in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each operation of the Leased Real Properties, and business of the Company has not received notice from any provider of such services of any changes required and its Subsidiaries as it is currently conducted in Pennsylvania and California, subject to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilitiesreasonable wear and tear. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) Section 4.9(a) of the Company Disclosure Schedule includes an accurate and complete list of the real property (other than leasehold interests) owned by any of the Companies or Company Subsidiaries at any time since February 1, 2016, or to the Knowledge of Companies owned at time before that date, including the common address and legal description thereof as set forth in the relevant deed pursuant to which such Company or such Company Subsidiary acquired title to each owned real property (the “Owned Real Property”). The Companies and the Company does Subsidiaries have fee simple title, free and clear of all Liens, other than Permitted Liens, to such Owned Real Property, and the Companies and the Company Subsidiaries have not ownleased or otherwise granted to any person or entity the right to occupy the Owned Real Property or any portion thereof, except as set forth in Section 4.9(a) of the Company Disclosure Schedule. Neither the Companies nor has it ever ownedthe Company Subsidiaries have received written, or to the Knowledge of the Companies oral, notice of any real propertycondemnation or other proceeding in eminent domain affecting any parcel of Owned Real Property or any portion thereof. Neither the Companies nor the Company Subsidiaries have received written, or to the Knowledge of the Companies oral, notice of the actual or pending imposition of any assessment against the Owned Real Property for public improvements. Neither the Companies nor the Company Subsidiaries have received written, or to the Knowledge of the Companies oral, notice from any Person within the past three (3) years of any default or breach under any covenant, condition, restriction, right of way, easement or license affecting the Owned Real Property, or any portion thereof, that remains uncured. Any easements and rights-of-way that serve the Owned Real Property are valid and enforceable, in full force and effect and are not subject to any prior Liens (other than Permitted Liens) that could result in a forfeiture thereof. All applicable permits, licenses and other evidences of compliance that are required for the occupancy, operation and use of the Owned Real Property have been obtained and complied with. (b) Schedule 5.9(bSection 4.9(b) lists as of the date Company Disclosure Schedule includes an accurate and complete list of this Agreement all real property leases, subleases, licenses or other occupancies used by either Company or any Company Subsidiary or to which either Company or any Company Subsidiary is a party as lessee (the “Real Property Leases,” and the properties leased thereunder, the “Leased Real Property”). The leasehold interests relating to the Real Property Leases are free and clear of all Liens, other than Permitted Liens. No material default by either Company or any Company Subsidiary, or, to the Knowledge of the Companies, the lessor, exists under any Real Property Leases. The real property described Each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or Company Subsidiary which is party to such Real Property Lease, and, to the Knowledge of the Companies, on Schedule 5.9(band against the lessor, 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. Except as set forth on Section 4.9(b) is referred of the Company Disclosure Schedule, the Companies and the Company Subsidiaries are not subleasing or licensing to as any Person the "right to use or occupy any portion of the Leased Real Property." Copies of all written (and summaries of all oral) Real Property Leases . Neither the Companies nor the Company Subsidiaries have been provided to Parent prior received written, or to the date Knowledge of this Agreement. (c) All the Companies oral, notice of any condemnation or other proceeding in eminent domain affecting any parcel of Leased Real Property and its condition is suitable or any portion thereof. Neither the Companies nor the Company Subsidiaries have received written, or to the Knowledge of the Companies oral, notice of the actual or pending imposition of any assessment against the Leased Real Property for its current use by public improvements. Neither the Company. Companies nor the Company Subsidiaries have received written, or to the Knowledge of the Companies oral, notice from any Person within the past three (d3) All buildingsyears of any default or breach under any covenant, structurescondition, improvementsrestriction, fixturesright of way, building systems and equipmenteasement or license affecting the Leased Real Property, and all components or any portion thereof, included in that remains uncured. Any easements and rights-of-way that serve the Leased Real Property are valid and enforceable, in good condition, ordinary wear full force and tear excepted effect and are suitable not subject to any prior Liens (other than Permitted Liens) that could result in all material respects for their current use by the Company. (e) To the Company's knowledgea forfeiture thereof. All applicable permits, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone licenses and other utilities evidences of compliance that are required for the occupancy, operation and facilities at each use of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercisedobtained and complied with. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) The Section 3.13(a) of the Company does not ownDisclosure Letter sets forth a complete and accurate list, nor has it ever owned, any real property. (b) Schedule 5.9(b) lists as of the date of this Agreement Agreement, of all real property owned by the Company or any of its Subsidiaries, which real property includes all of the buildings, structures and other improvements thereon (the “Owned Real Property”). The Company or one of its Subsidiaries has good fee simple title to all Owned Real Property, free and clear of all Liens other than Permitted Liens. There is no real property which, as of the date of this Agreement, is under contract by the Company or any of its Subsidiaries for purchase after the date of this Agreement. There are no real properties that the Company or any of its Subsidiaries is obligated to buy at some future date. (b) None of the Company and/or its Subsidiaries is in default or violation of, or not in compliance with, any Law or Order applicable to its occupancy of the Leased Real Property Leasessubject to the Lessee Leases except for any conflicts, defaults or violations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The real property described on Schedule 5.9(b) is referred With respect to as the "Leased Real Property." Copies , the Company and/or its Subsidiaries have and own valid, legally binding and enforceable leasehold estates in the Leased Real Property, free and clear of all written (Liens other than Permitted Liens. As of the date of this Agreement, no purchase option, right of first refusal or first offer or other purchase right has been exercised, and summaries no letter of all oral) intent to purchase has been signed, by the Company or any of its Subsidiaries for any Leased Real Property Leases have been provided to Parent for which the purchase has not closed prior to the date of this Agreement. (c) All Leased Real Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or one of its Subsidiaries has exclusive possession of each Company Property, other than any use or occupancy rights granted to any third-party owner, tenant or licensee pursuant to Contracts entered into with such Persons with respect to such Company Property and its condition is suitable for its current use by in the Companyordinary course of business. (d) All buildingsThere are no existing, structurespending or, improvementsto the Knowledge of the Company, fixturesthreatened in writing appropriation, building systems and equipmentcondemnation, and all components thereofeminent domain or like proceedings or similar actions that affect any Owned Real Property or, included in to the Knowledge of the Company, Leased Real Property are in good conditionProperty. As of the date hereof, ordinary wear and tear excepted and are suitable in all material respects for their current neither the Company nor any of its Subsidiaries has received any written notice of the intention of any Governmental Entity or other Person to take or use by any of the CompanyCompany Properties. (e) To the Company's knowledge, there are adequate sanitary The Company and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of its Subsidiaries, as applicable, is in possession of title insurance or valid marked-up title commitments evidencing title insurance with respect to each Company Property (each, a “Company Title Insurance Policy”). As of the Leased Real Propertiesdate hereof, and the no written claim has been made against any Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilitiesTitle Insurance Policy which remains pending. (f) The Section 3.13(f) of the Company enjoys peaceful Disclosure Letter sets forth a complete and undisturbed possession accurate list of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. which is (i) With respect to the Leased Real Property, all options to renew, rights under development or re-development as of first offer and rights of first refusal exercisable prior to the date hereof, and describes the status of this Agreement have been properly exercised. (j) Prior to such development or re-development as of the date hereof, and (ii) which is subject to a binding agreement for development or commencement of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into construction by the Company (all or any of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereofits Subsidiaries, in good standing each case, other than those pertaining to minor capital repairs, replacements and other similar correction of deferred maintenance items in full force and effectthe ordinary course of business. None of the Company, and all necessary consents with respect thereto have been obtainedany of its Subsidiaries or any of their respective agents is currently performing any other renovation or construction project which has an aggregate projected costs in excess of $5,000,000 at any Company Property.

Real Property. (ai) The Company does not ownSection 3.1(aa)(i) of the MPX Disclosure Letter lists all MPX Owned Properties and sets forth the municipal addresses thereto. Except as has been specifically disclosed by MPX Group to iAnthus in the MPX Disclosure Letter, nor has it ever ownedand except for the MPX Permitted Encumbrances, there are no existing contracts, options, rights of first refusal, leases or otherwise, to sell, transfer, lease or otherwise dispose of any real propertyMPX Owned Properties, or to purchase or acquire any MPX Owned Properties. (bii) Schedule 5.9(bThe MPX Data Room contains true and complete copies of all Leases, which are set out in the Section 3.1(aa)(ii) lists of the MPX Disclosure Letter. (iii) No consents or prior written notices are required with respect to the Leases, except as set out in Section 3.1(aa)(iii) of the MPX Disclosure Letter. (iv) To the knowledge of MPX: (A) neither MPX Group nor the landlords of the MPX Leased Properties are in material breach of any applicable Laws, including any material building, zoning or other statutes or any official plan, or any covenants, restrictions, rights or easements affecting such MPX Leased Properties; and (B) there are no outstanding work orders, non-compliance orders, deficiency notices or other such notices relative to any of the MPX Properties. (v) No amounts are owing by MPX Group in respect of any of the MPX Properties to public utility, other than current accounts which are not in arrears. All amounts that are due for labour or materials supplied to or on behalf of MPX Group relating to the construction, alteration or repair of or on any of the MPX Properties have been paid in full and, to the knowledge of MPX, no one has filed any construction, builders’, mechanics’ or similar liens relating to the supply of work or materials to or on any of the MPX Properties with respect to amounts that are not in arrears. (vi) Other than MPX Permitted Encumbrances, no part of the MPX Properties has been taken, condemned or expropriated by any Governmental Entity nor has any written notice or proceeding in respect thereof been given to MPX or, to the knowledge of MPX, commenced. (vii) To the knowledge of MPX, the Leases are currently in good standing in all material respects, and, all parties to the Leases have, as of the date of this Agreement all Real Property Leases. The real property described on Schedule 5.9(b) is referred to as the "Leased Real Property." Copies of all written (and summaries of all oral) Real Property Leases have been provided to Parent prior to the date of this Agreement. (c) All Leased Real Property and its condition is suitable for its current use by the Company. (d) All buildingshereof, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable complied in all material respects for with their current use respective obligations under the Leases and to the knowledge of MXP, there exists no claim of any kind or right of set-off against MPX Group as tenant by a landlord or against a landlord by MPX Group as tenant as of the Companydate hereof. (eviii) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each MPX Group as tenant is in actual possession of the MPX Leased Real Properties, and the Company has . MPX Group is not received notice from any provider in arrears of such services of any changes rent required to any facilities used in connection be paid pursuant to the applicable Lease with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely respect to adversely affect the cost or availability of any public utilitiesMPX Leased Properties. (fix) The Company enjoys peaceful and undisturbed possession MPX Group as tenant has no right to extend, right of each Leased Real Property. (g) To the Company's knowledgetermination, there are no pending condemnation, eminent domainoption to purchase, or any other taking by public authority with or without payment right of consideration therefor or similar actions first refusal with respect to any the MPX Leased Properties except as set out in Section 3.1(aa)(ix) of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he CompanyMPX Disclosure Letter. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (ai) The Company does Schedule 3.6(b)(i) sets forth all real property owned by Seller Parties and primarily or exclusively used in connection with the Business (collectively, the "Owned Real Property"). Except as set forth on Schedule 3.6(b)(i), Seller Parties have not ownleased or granted to any Person the right to possess or use any portion of the Owned Real Property or granted any unrecorded options, nor has it ever owned, rights of first offer or rights of first refusal to purchase any real propertyof the Owned Real Property. (bii) Schedule 5.9(b3.6(b)(ii) lists as sets forth a true and complete description of the date of this Agreement all Real Property Leases. The real property described currently leased, licensed to or otherwise used or occupied (but not owned) by any Seller Party and primarily or exclusively used in connection with the Business (the Real Property required to be listed on Schedule 5.9(b) is referred to as 3.6(b)(ii), collectively, the "Leased Real Property." Copies ") including, for each tract of all written (Leased Real Property, the owner, the address, the annual fixed rental, the expiration of the term, any extension options and summaries of all oral) any security deposits. Except as set forth on Schedule 3.6(b)(ii), no Seller Party leases any Real Property Leases have been provided to Parent prior to the date of this Agreement. (c) All Leased or any interest in any Real Property and its condition is suitable for its current use by used primarily or exclusively in connection with the Company. (d) Business. All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in of the Leased Real Property are in good conditionis used or occupied by a Seller Party pursuant to a written or oral lease, ordinary wear and tear excepted and are suitable in License or occupancy Contract, (collectively with all material respects for their current use by the Company. (e) To the Company's knowledgeamendments, there are adequate sanitary and storm sewerextensions, public waterrenewals, gas, electrical, telephone guaranties and other utilities agreements with respect thereto, the "Real Property Leases"). A true and facilities at correct copy of each written Real Property Lease and a true and correct written description of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession terms of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable oral Real Property Lease. (i) With , in each case, with respect to the Leased Real Property, all options Property required to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are be listed on Schedule 5.9(j3.6(b)(ii)), has been delivered to Buyer Parties. All Subleases areEach Real Property Lease is valid, binding and have been for the enforceable in accordance with its terms thereof, in good standing and is in full force and effect, subject to the General Enforceability Exceptions. With respect to each Real Property Lease, except as set forth on Schedule 3.6(b)(ii), (A) there are no existing defaults or facts or circumstances requiring a Seller Party to indemnify any other Person thereunder, (B) no event has occurred which (with notice, lapse of time or both) could reasonably be expected to constitute a breach or default by a Seller Party or, to the Knowledge of Seller Parties, any other party, to require a Seller Party to indemnify any other Person thereunder or to give Seller Parties or, to the Knowledge of Seller Parties, any other party the right to terminate, accelerate or modify any such Real Property Lease, (C) no Seller Party has subleased or assigned to any Person the right to possess or use any portion of the Leased Real Property or any interest in the Real Property Leases, and (D) the transactions contemplated by this Agreement do not require the consent of any other party to such Real Property Lease, will not result in a breach or default under such Real Property Lease, and will not otherwise cause such Real Property Lease to cease to be valid, binding, enforceable and in full force and effect on identical terms following the Closing. Except as set forth on Schedule 3.6(b)(ii), no Affiliate of a Seller Party is the owner or lessor of any Leased Real Property. Neither Seller Party has granted to any Person the right to use or occupy, and no third party is in possession of, the Leased Real Property or any portion thereof. Other than the Owned Real Property, the Leased Real Property comprises all necessary consents with respect thereto of the Real Property used primarily or exclusively in the Business, and no Seller Party is a party to any Contract to purchase or lease any Real Property or interest therein other than as provided in the Real Property Leases. (iii) There are no conditions on any parcel of the Real Property that (A) would be revealed by a current and accurate survey of such parcel of the Real Property, and (B) have been obtainedor could have a material adverse effect on the Business or such parcel of the Real Property.

Real Property. (a) The Company does not ownSection 3.15(a) of the Disclosure Statement lists: (i) the street address of each parcel of Owned Real Property, nor has it ever ownedwhere applicable, any real propertyand (ii) the current owner of each such parcel of Owned Real Property. (b) Schedule 5.9(bSection 3.15(b) lists as of the date Disclosure Statement lists: (i) the street address of this Agreement all Real Property Leases. The real property described on Schedule 5.9(b) is referred to as the "each parcel of Leased Real Property." Copies , (ii) the identity of all written the lessor, lessee and current occupant (and summaries if different from lessee) of all oral) Real Property Leases have been provided to Parent prior to the date each such parcel of this Agreement. (c) All Leased Real Property Property, and its condition is suitable for its (iii) the current use by the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each such parcel of Leased Real Property. (gc) To Except as described in Sections 3.15(c) or 3.11 of the Company's Disclosure Statement, to BCBSKS' knowledge, there are no pending condemnationBCBSKS is not in violation of any Law (including, eminent domainwithout limitation, any building, planning or any other taking by public authority with or without payment of consideration therefor or similar actions with respect zoning Law) relating to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Owned Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to or the Leased Real Property, all options except for such violations as would not, individually or in the aggregate, reasonably be expected to renewhave a Material Adverse Effect on BCBS. Except as set forth in Section 3.15(c) of the Disclosure Statement, rights BCBS has not leased or subleased any parcel or any portion of first offer and rights any parcel of first refusal exercisable prior Real Property to any other Person, nor has BCBS assigned its interest under any Lease listed in Section 3.15(b) of the date of this Agreement have been properly exercisedDisclosure Statement to any third party. (jd) Prior BCBSKS has not received written notice of any condemnation proceedings or eminent domain proceedings against any of the Owned Real Property or the Leased Real Property. (e) Except as described in Section 3.15(e) of the Disclosure Statement, to BCBSKS' knowledge, none of the improvements on the Owned Real Property or the Leased Real Property and none of the current uses and conditions thereof violate in any material respect any applicable deed restrictions 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, and, to the date knowledge of this AgreementBCBSKS, without independent investigation or inquiry, no Permits, licenses or certificates pertaining to the ownership or operation of all improvements on the Owned Real Property, or, to the knowledge of BCBSKS, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of Leased Real Property other than those which are listed on Schedule 5.9(j)). All Subleases are, and have been for transferable with the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtainedReal Property are required by any Governmental Authority having jurisdiction over the Real Property.

Real Property. (a) The Section 3.17(a) of the Company does not own, nor has it ever owned, Disclosure Schedule identifies all of the real estate owned by the Company or any real property. (b) Schedule 5.9(b) lists of its Subsidiaries as of the date of this Agreement (together with all of the buildings, structures and other improvements located thereon, the “Owned Real Property”). The Company or one of its Subsidiaries has good and valid title to the Owned Real Property, free and clear of all Liens (other than Permitted Encumbrances). There are no parties in possession of any parcel of Owned Real Property Leasesor any portion thereof other than the Company or a Subsidiary of the Company, and there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any third party or parties the right of use or occupancy of any of the Owned Real Property or any portion thereof. The There are no outstanding options or rights of first refusal in favor of any third party to purchase the Owned Real Property or any portion thereof or interest therein. (b) Section 3.17(b) of the Company Disclosure Schedule sets forth a true, correct and complete list of all real property described on Schedule 5.9(bsubject to a lease, sublease or other occupancy agreement (each a “Real Estate Lease”) which demises more than 5,000 square feet of rentable area for use by the Company or any of its Subsidiaries as of the date of this Agreement (collectively, including the buildings, structures and other improvements located thereon, the “Leased Real Property”), and for each Leased Real Property, identifies the street address of such Leased Real Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company or one of its Subsidiaries has a valid leasehold interest in, and enjoys actual, exclusive, peaceful and undisturbed possession of, the relevant Leased Real Property, in each case free and clear of all Liens of any nature whatsoever other than and subject to Permitted Encumbrances. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there are no leases, subleases, licenses, occupancy agreements, options, rights or other agreements or arrangements to which the Company or any of its Subsidiaries is referred a party, granting to as any Person the "right to use, occupy or otherwise obtain a real property interest in any of the Leased Real Property." Copies (c) True, correct and complete copies of all written (and summaries of all oral) each Real Property Leases Estate Lease have been provided made available to Parent prior to the date of this Agreementhereof, including, any amendments, modifications or changes thereto. (c) All Leased Real Property and its condition is suitable for its current use by the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) Section 5.21(a) of the Company Disclosure Letter sets forth a true, correct and complete list as of the date of this Agreement of all Leased Real Property, including the address thereof, and all Real Property Leases (as hereinafter defined) pertaining to such Leased Real Property. With respect to each parcel of Leased Real Property: (i) The Company does or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (ii) The Company has delivered to Acquiror true, correct and complete copies of all material leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company and its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) All of the Real Property Leases (A) are in full force and effect and (B) represent legal, valid and binding obligations of the Company or the Subsidiary of the Company party thereto and, to the knowledge of the Company, represent legal, valid and binding obligations of the counterparties thereto. Except, in each case, where the occurrence of a failure to perform or a breach or default would not ownbe material to the Company and its Subsidiaries, taken as a whole, with respect to each Real Property Lease, (x) the Company and its Subsidiaries have performed in all respects all of the respective obligations required to be performed by them to date thereunder, and neither the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any other party to any such Real Property Lease is in breach or default of its obligations under any such Real Property Lease, (y) during the past 12 months, neither the Company nor any of its Subsidiaries has it received any written claim or written notice of termination or material breach of or material default under any such Real Property Lease, and (z) to the knowledge of the Company, no event has occurred which, individually or together with other events, would reasonably be expected to result in a breach of or a default under any such Real Property Lease by the Company or any of its Subsidiaries or any other party to any such Real Property Lease (in each case, with or without notice or lapse of time or both). (iv) As of the date of this Agreement, no party, other than the Company and its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any current condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. (b) Neither the Company nor any of its Subsidiaries owns, or has ever owned, any real property. (b) Schedule 5.9(b) lists as of the date of this Agreement all Real Property Leases. The real property described on Schedule 5.9(b) is referred to as the "Leased Real Property." Copies of all written (and summaries of all oral) Real Property Leases have been provided to Parent prior to the date of this Agreement. (c) All Leased Real Property and its condition is suitable for its current use by the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) Section 3.19(a) of the Seller Disclosure Letter sets forth a true, correct and complete list of all real property and interests in real property owned in fee (or the equivalent in the applicable jurisdiction) by the Company or any of the Transferred Subsidiaries, excluding any real property or interests in real property that are Investment Assets or would have been Investment Assets if beneficially owned by any of the Insurance Companies as of May 31, 2009 (each, an “Owned Real Property”). The Company does or a Transferred Subsidiary (as the case may be) has good and marketable fee simple title (or the equivalent ownership interest in the applicable jurisdiction) to all Owned Real Property, free and clear of all Liens of any nature except for Permitted Liens. Except as set forth on Section 3.19(a) of the Seller Disclosure Letter, neither the Company nor any Transferred Subsidiary has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof and there are no unrecorded outstanding options, rights of first offer or rights of first refusal or similar rights to purchase or lease such Owned Real Property or any portion thereof or interest therein. Each Owned Real Property is in good working order and repair, except for any defects which would not own, nor has it ever owned, any real propertymaterially impair the use or occupancy of such Owned Real Property in the operation of the Business. (b) Schedule 5.9(bSection 3.19(b) lists of the Seller Disclosure Letter sets forth a true, correct and complete list of all real property leased (or the equivalent in the applicable jurisdiction) by the Company or any Transferred Subsidiary, as lessee, individually representing a total leased area of 10,000 square feet or more (the “Real Property Leases”; the real properties specified in such leases being referred to herein as the “Leased Real Properties”). Each Real Property Lease is in full force and effect and is a valid and binding obligation of the Company or the Transferred Subsidiary that is party thereto, as applicable, and, to the Knowledge of the Seller, each other party to such Real Property Lease. Each such Real Property Lease is enforceable against the Company or the Transferred Subsidiary that is party thereto, as applicable, and, to the Knowledge of the Seller, each other party to such Real Property Lease, in accordance with its terms, and the Company or a Transferred Subsidiary (as the case may be) has a valid, binding and enforceable leasehold interest (or the equivalent interest in the applicable jurisdiction) under each of the Real Property Leases (subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to the enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law)). None of the Company or the Transferred Subsidiaries or, to the Knowledge of the Seller, any other party to a Real Property Lease, is in material default or material breach of a Real Property Lease and, there does not exist any fact, circumstance, event, change, violation, development, effect, condition or occurrence that would constitute such a material default or material breach (with or without the giving of notice or lapse of time, or both) or that would permit the termination, cancellation or acceleration of performance of any material obligation of the Company or any Transferred Subsidiary or, to the Knowledge of the Seller, any other party to the Real Property Lease. As of the date hereof, none of this Agreement the Company or the Transferred Subsidiaries has received any written notice of any default under any Real Property Lease. No Real Property Lease contains any provision providing that any such other party thereto may terminate, cancel or commute the same or declare a material default under the same by reason of the transactions contemplated by the Transaction Agreements. At or prior to the Closing, the Seller has or will have delivered or made available to the Acquiror true, correct and complete copies of all Real Property Leases. The real property described on Schedule 5.9(b) is referred All leasing, brokerage, finder and other similar fees and commissions that are due and payable by the Company or any Transferred Subsidiary with respect to as the "Leased Real Property." Copies of all written (and summaries of all oral) such Real Property Leases have been provided paid in full. All rents and other sums due thereunder have been paid to Parent prior to the date of this Agreement. (c) date. All Leased Real Property is in good working order and repair in all respects material to its condition is suitable use or operation, except for its current any defects which would not materially impair the use by the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the or occupancy of such Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilitiesProperty. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company Transferred Subsidiary, as the case may be, enjoys peaceful and undisturbed possession in all material respects of each such Leased Real Property. (g) To . None of the Company's knowledge, there are no pending condemnation, eminent domain, Company or any other taking by public authority with Transferred Subsidiary has subleased or without payment of consideration therefor or similar actions with respect otherwise granted to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has Person the right to conduct its business in each use or occupy such Leased Real Property for the remaining term of the applicable Real Property Leaseor any portion thereof. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (aSchedule 3(cc) The Company does not own, nor has it ever owned, any contains a complete and correct list of all the real property. ; facilities; and oil, gas and other related activities exploration, development and operation rights, accesses, working interests and participation interests that (bi) are leased or otherwise possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition and drilling agreement or (iii) the Company or any of its Subsidiaries has agreed (or has an option) to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, the “Real Property”). Schedule 5.9(b3(cc) lists also contains a complete and correct list, along with a summary of material terms, of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property (the “Real Property Leases”). Except as set forth in Schedule 3(cc), the Company or its Subsidiaries is the sole legal and equitable owner of a leasehold interest in all of the date Real Property, and possesses good and marketable, indefeasible title thereto, free and clear of this Agreement all Liens and other matters affecting title to such leasehold that could impair the ability of the Company or its Subsidiaries to realize the benefits of the rights provided to it under the Real Property Leases. The real property described on Schedule 5.9(b) is referred to as All of the "Leased Real Property." Copies of all written (and summaries of all oral) Real Property Leases have been provided to Parent prior to are valid and in full force and effect and are enforceable against the date Company or its Subsidiaries and neither the Company nor any other party thereto is in default under any of this Agreement. (c) All Leased such Real Property Leases and its condition is suitable for its current use by no event has occurred which with the Company. (d) All buildingsgiving of notice or the passage of time or both could constitute a default under, structuresor otherwise give any party the right to terminate, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased any of such Real Property are in good conditionLeases, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to could adversely affect the cost Company’s or availability any of its Subsidiaries interest in and title to the Real Property subject to any public utilities. (f) The Company enjoys peaceful Real Property Leases. Except as set forth in Schedule 3(cc), no Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated hereby or by the other Transaction Documents. All of the Real Property Leases will remain in full force and undisturbed possession effect upon, and permit, the consummation of each Leased the transactions contemplated hereby or by the other Transaction Documents. There are no pending or, to the knowledge of the Company, threatened condemnation, eminent domain or similar proceedings, or litigation or other proceedings affecting the Real Property. (g) , or any portion or portions thereof. To the knowledge of the Company's knowledge, there are no pending condemnationor threatened requests, eminent domain, applications or proceedings to alter or restrict any zoning or other taking by public authority use restrictions applicable to the Real Property that would interfere with or without payment of consideration therefor or similar actions with respect to any the conduct of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company’s business. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) The Section 4.12(a) of the Seller Disclosure Letter sets forth a map depicting the Owned Real Property. Seller has delivered to Purchaser a title commitment (the “Title Commitment”) issued by Old Republic National Title Insurance Company does not own(the “Title Company”), nor has it ever ownedand all related underlying documents from the Title Company, any with respect to the Owned Real Property and other adjacent real property. With respect to each parcel of Owned Real Property: (i) Seller has good and marketable fee simple title, free and clear of all Encumbrances, except (A) Permitted Liens and (B) those Liens set forth on Section 4.12(a)(i)the Seller Disclosure Letter; (ii) except as set forth on Section 4.12(a)(ii) of the Seller Disclosure Letter Seller 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) there are no unrecorded outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. (b) Schedule 5.9(bSection 4.12(b) lists as of the date Seller Disclosure Letter sets forth each parcel of this Agreement all Real Property Leases. The real property described on Schedule 5.9(bleased by Seller (as, without limitation, Lessee, Licensee, or Sublessee) is referred and used in or necessary for the conduct of the Business as currently conducted (together with all rights, title and interest of Seller in and to as leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the "“Leased Real Property." Copies ”), 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 summaries of all oral) Real Property Leases have been provided other agreements with respect thereto, pursuant to Parent prior to the date of this Agreement. (c) All which Seller holds any Leased Real Property (collectively, the “Leases”). Seller has delivered to Purchaser a true and its condition is suitable for its current use by the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession complete copy of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with Lease. With respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease.: (i) With respect to the Leased Real Propertysuch Lease is valid, all options to renewbinding, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing enforceable and in full force and effect, and Seller enjoys peaceful and undisturbed possession of the Leased Real Property; (ii) Seller is not in material breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a material breach or default, and Seller has paid all necessary consents rent due and payable under such Lease; (iii) Seller has not received nor given any notice of any default or event that with notice or lapse of time, or both, would constitute a material default by Seller under any of the Leases and, to the Knowledge of Seller and as of the date of this Agreement, no other party is in material default thereof, and no party to any Lease has exercised any termination rights with respect thereto have thereto; (iv) Seller has not subleased, assigned or 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 an Encumbrance on its leasehold interest in any Leased Real Property. (c) As of the date of this Agreement, 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 Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which would reasonably be expected to materially and adversely affect the ability to operate the Real Property as currently operated. Neither the whole nor any material portion of any Real Property has been obtaineddamaged or destroyed by fire or other casualty.

Real Property. (a) The Company does not ownOwned Real Property described on Schedule 4.13(a)(i) comprises all real property and interests in real property owned by Seller or its Affiliates that is used exclusively in connection with the Business. Except as set forth on Schedule 4.13(a)(ii), nor the Real Estate Subsidiaries have good, valid, and marketable fee simple title to the Owned Real Property, free and clear of all Encumbrances other than Permitted Encumbrances. Seller has it ever owneddelivered to Buyer copies of any title insurance policies and surveys issued to and in the possession of Seller with respect to the Owned Real Property. Neither of the Real Estate Subsidiaries has (i) leased, subleased or otherwise granted to any real propertyPerson the right to use or occupy the Owned Real Property; and (ii) granted to any third party any outstanding option, right of first offer or right of first refusal to purchase the Owned Real Property or any portion thereof or interest therein. (b) Schedule 5.9(b4.13(b) lists as sets forth a true, correct and complete list of all real property leased, subleased, licensed or otherwise occupied (but not owned) by Seller or its Affiliates that comprise the Leased Real Property or are used exclusively in connection with the operation of the date Business, along with a list of this Agreement all leases, subleases, licenses or other occupancy agreements entered into by Seller or its Affiliates for the Leased Real Property (including all amendments, extensions, renewals, modifications or other agreements with respect thereto, collectively, the “Leases”). The real property described on Schedule 5.9(b) is referred Seller has made available to as or delivered to Buyer a true and correct copy of each Lease (or in the "case of an oral Lease, a summary description thereof). Neither Seller or any Affiliate currently lease or sublease any portion of the Leased Real Property." Copies of all written (and summaries of all oral) Property to any third party. Neither Seller or any Affiliate has pledged, mortgaged, collaterally assigned, or otherwise granted an Encumbrance on its leasehold interest in the Leased Real Property Leases have been provided to Parent prior to the date of this Agreementthat remains in effect. (c) All Leased Except as set forth on Schedule 4.13(c), neither the whole nor any portion of the Real Property has been condemned, requisitioned or otherwise taken by any public authority, and its condition is suitable for its current use no written notice of any pending or threatened condemnation, requisition or taking has been received by Seller or any Affiliate. To the CompanyKnowledge of Seller, there are no public improvements proposed or in progress that will result in special assessments against or otherwise adversely affect the Real Property. Neither Seller nor any Affiliate has been notified in writing of future improvements by any public authority, any part of the cost of which would or might be asserted against the Real Property. (d) All buildingsNeither Seller nor any Affiliate has, structuresin the past three (3) years, improvementsbeen notified in writing of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Real Property that remain uncured, fixturesor (ii) existing, pending or threatened zoning, building systems code or other moratorium proceedings, or similar matters which, in any of the foregoing clauses (i) and equipment(ii), could reasonably be expected to materially and all components thereofadversely affect the ability to operate the Real Property as currently operated. Neither the whole nor any material portion of any Real Property has been, included in the Leased Real Property are in good conditionpast five (5) years, ordinary wear and tear excepted and are suitable in all material respects for their current use damaged or destroyed by the Companyfire or other casualty that has not been substantially repaired. (e) To the Company's knowledgeSeller or an applicable Affiliate has adequate access to water supply, there are adequate storm and sanitary sewer facilities, telephone, gas and storm sewerelectrical connections, public waterfire protection, gas, electrical, telephone drainage and other utilities and facilities at public utilities, in each case to the extent same was necessary for the conduct of the Leased Business as heretofore conducted by Seller or an applicable Affiliate of Seller. Seller has the right to access a public road or other means of lawful access to and from each Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilitiesProperty. (f) The Company enjoys peaceful Seller or an applicable Affiliate of Seller has not received any written notice from and undisturbed possession is not aware of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment present intention of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has railroad company serving any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for to discontinue service to the remaining term of the applicable Real Property Leaseas the same is presently provided. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) The Company does not ownSeller Disclosure Schedule contains (i) a list of all real property and interests in real property owned in fee by any member of the Seller Group Related to the Business that constitute a Purchased Asset (the “Owned Real Property”), nor has it ever ownedand (ii) a list of all real property and interests in real property leased by any member of the Seller Group Related to the Business that constitute a Purchased Asset (the “Leased Real Property” and, any real propertytogether with the Owned Real Property, the “Real Property”). (b) Schedule 5.9(bWith respect to each parcel of Owned Real Property: (i) lists as A member of the date Seller Group has good and marketable title to each such parcel of this Agreement all Owned Real Property Leases. The real property described on Schedule 5.9(bfree and clear of all Liens, except (A) is referred to as Permitted Liens and (B) zoning and building restrictions, easements, covenants, rights-of-way and other similar restrictions of record, none of which impairs the "Leased current or proposed use of such Owned Real Property." Copies (ii) Seller has provided to Buyer copies of the deeds and other instruments (as recorded) by which the relevant member of the Seller Group acquired such parcel of Owned Real Property, and copies of all written title insurance policies, opinions, abstracts and surveys in the possession of the Seller Group with respect to such parcel. (and summaries iii) There are no outstanding options or rights of all oral) first refusal to purchase such parcel of Owned Real Property Leases have been provided to Parent prior to the date of this AgreementProperty, or any portion thereof or interest therein. (c) All With respect to Leased Real Property Property, Seller has delivered to Buyer a true and its condition complete copy of every lease and sublease pursuant to which any member of the Seller Group is suitable for its current use a party or by which it is bound (each, a “Lease”). The relevant member of the CompanySeller Group has peaceful, undisturbed and exclusive possession of the Leased Real Property. (d) All To Seller’s Knowledge, the uses for which the buildings, structuresfacilities and other improvements located on the Owned Real Property are zoned do not restrict, improvementsor impair, fixturesthe use of the Owned Real Property for purposes of the Business. To Seller’s Knowledge, building systems the uses for which the buildings, facilities and equipment, and all components thereof, included in other improvements located on the Leased Real Property are in good conditionzoned do not restrict, ordinary wear and tear excepted and are suitable in all material respects or impair, the use of the Leased Real Property for their current use by purposes of the CompanyBusiness. (e) To No Governmental Entity having the Company's knowledgepower of eminent domain over the Real Property has commenced or, there are adequate sanitary and storm sewerto Seller’s Knowledge, public water, gas, electrical, telephone and other utilities and facilities at each intends to exercise the power of eminent domain or a similar power with respect to all or any part of the Leased Real PropertiesProperty. There are no pending or, and the Company has not received notice from any provider of such services of any changes required to Seller’s Knowledge, threatened condemnation, fire, health, safety, building, zoning or other land use regulatory proceedings, lawsuits or administrative actions relating to any facilities used in connection with such utilitiesportion of the Real Property or any other matters which do or may reasonably be expected to materially adversely effect the current use, occupancy or value thereof. The Company No member of the Seller Group has no Knowledge received written notice of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect special assessment proceedings affecting any portion of the cost or availability of any public utilitiesReal Property. (f) The Company enjoys peaceful Real Property and undisturbed all present uses and operations of the Real Property comply in all material respects with all Laws, covenants, conditions, restrictions, easements, disposition agreements and similar matters affecting the Real Property. The Owned Real Property, and to Seller’s Knowledge the Leased Real Property, and the continued use, occupancy and operation of the Real Property as used, occupied and operated in the conduct of the Business do not constitute a nonconforming use and are not the subject of a special use permit under any Law. (g) The Real Property is in suitable condition in all material respects for the conduct of the Business as currently conducted. Each member of the Seller Group has good and valid rights of ingress and egress to and from all Owned Real Property from and to the public street systems for usual street, road and utility purposes. (h) No Person other than a member of the Seller Group is in possession of each Leased any of the Real Property or any portion thereof (other than common use areas), and there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any Person other than the Seller Group the right of use or occupancy of the Real Property or any portion thereof (other than common use areas). No easement, utility transmission line or water main located on the Real Property materially adversely affects the use of the Real Property or any improvement on the Real Property. (gi) To All water, sewer, gas, electric, telephone and drainage facilities, and all other utilities required by any Law or by the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any use and operation of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for in the remaining term conduct of the applicable Business are operable and are adequate to service the Real Property Lease. (i) With respect in the operation of the Business and to permit compliance in all material respects with the Leased requirements of all Laws in the operation thereof. To Seller’s Knowledge, no fact or condition exists which could reasonably be expected to result in the termination or material reduction of the current access from the Real Property to existing roads or to sewer or other utility services presently serving the Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior A member of the Seller Group owns each of the Japan Buildings free and clear of any Liens except Permitted Liens. All of the Japan Buildings comply with all applicable material building codes, fire codes and other applicable Laws. All of the Japan Buildings comply with all applicable material building codes, fire codes and other applicable Laws, including but not limited to, the current earthquake standard under the Building Standards Act (kenchiku xxxxx xx) (Act No. 201 of 1950). (k) No lawsuit, arbitration, conciliation or administrative proceeding with regard to the date Owned Real Property is pending, and to Seller’s Knowledge, there is no reasonable likelihood thereof. (l) There is no third party of this Agreementwhich any attachment, provisional attachment, or preservative measures are accepted with respect to the Company Owned Real Property and to Seller’s Knowledge, no filing has delivered to Parent copies of all subleases been made therefor. (collectively, m) There is no flaw or defect in the "Subleases") entered into Owned Real Property that would prevent the Buyer from consummating the transactions contemplated by the Company (all of which are listed Japan Real Estate Purchase Agreement on Schedule 5.9(j)). All Subleases are, and have been for the terms account thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) Section 4.17(a) of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date hereof, of the street addresses and tax parcel number (or its equivalent) of all the real property that is owned in fee simple by the Company and any of its Subsidiaries and the name of the fee owner with respect thereto (the “Owned Real Property” and, together with the Leased Real Property, but excluding the NV JV Real Property, the “Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, the Company or the applicable Subsidiary of the Company has good and marketable fee simple title to the Owned Real Property, free and clear of all Liens, except Permitted Liens. The Company does and its Subsidiaries have not ownleased, or subleased any portion of any Owned Real Property to any Person. Neither the Company nor any of its Subsidiaries has it ever ownedreceived written notice of any pending and, to the Knowledge of the Company, there is no threatened, condemnation with respect to any real propertyOwned Real Property. (b) Schedule 5.9(b) lists as of the date of this Agreement all Real Property Leases. The real property described on Schedule 5.9(b) is referred to as the "Leased Real Property." Copies of all written (and summaries of all oral) Real Property Leases have been provided to Parent prior to the date of this Agreement. (c) All Leased Real Property and its condition is suitable for its current use by the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge made available to Parent true, correct and complete copies of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability all material leases, subleases, occupancy agreements and other agreements under which, as of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company or any of its Subsidiaries uses or occupies or has delivered the right to Parent copies use or occupy, now or in the future, any real property as tenant, subtenant or occupant (including all guaranties thereof and all material modifications, amendments, supplements, waivers and side letters thereto) (such property, the “Leased Real Property” and such leases, subleases and occupancy agreements, the “Real Property Leases”). Section 4.17(b) of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date hereof, of all subleases street addresses of the Leased Real Property and the Real Property Leases with respect thereto. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (collectively, the "Subleases"i) entered into by each Real Property Lease is valid and binding on the Company (all or the Subsidiary of which are listed on Schedule 5.9(j)). All Subleases arethe Company that is a party thereto and, to the Knowledge of the Company, each other party thereto and have been for the terms thereof, in good standing and is in full force and effect, and all necessary consents subject to the Enforceability Exceptions, (ii) no termination event or condition or uncured default on the part of the Company or, if applicable, its Subsidiaries or, to the Knowledge of the Company, the counterparty thereunder, exists under any Real Property Lease, (iii) neither the Company nor any of its Subsidiaries has received any written notice from any landlord under any Real Property Lease that such landlord intends to terminate such Real Property Lease, (iv) neither the Company nor any of its Subsidiaries has received written notice of any pending and, to the Knowledge of the Company, there is no threatened, condemnation with respect thereto to any property leased pursuant to any Leased Real Property and (v) the Company and its Subsidiaries have been obtainednot subleased any portion of any Leased Real Property to any Person. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) the Real Property is (A) in good operating condition, subject to normal wear and tear, (B) regularly and properly maintained consistent with reasonably prudent industry practice and standards; (C) free from any material defects or deficiencies and (D) suitable for the conduct of the business of the Company and its Subsidiaries as presently conducted; and (ii) neither the operation of the Company nor any of its Subsidiaries on the Real Property nor such Real Property, including the improvements thereon, violate in any material respect any applicable lease, building code, zoning requirement or statute relating to such property or operations thereon, and any such non-violation is not dependent on so-called non-conforming use exceptions. Except as set forth in Section 4.17(c) of the Company Disclosure Letter, there are no rights of first refusal, options to purchase or other agreements granting to any Person any right to obtain title to all or any material portion of the Owned Real Property.

Real Property. (a) The Company does not own, nor has it ever SCHEDULE 5.5 contains a list of all Real Property ------------- owned, leased or occupied by the TCI Subsidiaries or TCI, L.P. with respect to the TCI Systems and all easements or other interests in Real Property to which any real property. (b) Schedule 5.9(b) lists of the TCI Subsidiaries is a party as of the date hereof with respect to the TCI Systems, except for those easements and other interests which if not held by the TCI Subsidiaries or TCI, L.P. would not have a System Material Adverse Effect. TCI has delivered to Cox true and complete copies of all deeds and leases pertaining to such Real Property including leases by TCI as lessor. All Real Property Leases, if any, that are leased from or to Affiliates of TCI are identified as such on SCHEDULE 5.5. As to the Real Property which is designated in SCHEDULE 5.5 as being owned in fee simple by the TCI Subsidiaries, except as set forth in SCHEDULE 5.5, as of the date of this Agreement the TCI Subsidiaries have and as of the Closing Date, TCI, L.P. will have, good and marketable title in fee simple to such premises and all buildings, improvements and fixtures thereon, free and clear of all Encumbrances, except for Permitted Encumbrances. As to the Real Property Leases. The real property described on Schedule 5.9(b) which is referred designated in SCHEDULE 5.5 as being leased by a TCI Subsidiary, except where the failure of the representations made in this sentence to be true and correct would not have a System Material Adverse Effect, as the "Leased Real Property." Copies of all written (and summaries of all oral) Real Property Leases have been provided to Parent prior to the date of this Agreement. (c) All Leased Agreement such TCI Subsidiary is and as of the Closing Date TCI, L.P. will be, the sole owner of the leasehold interest in such Real Property, each such lease is valid and subsisting and in full force and effect and, as of the date hereof, no other party to such lease has given written notice to such TCI Subsidiary or TCI, L.P. of or made a written claim with respect to any breach or default thereof and TCI is not aware of any fact giving rise to a breach or default thereof. Subject to Permitted Encumbrances, except as otherwise disclosed in SCHEDULE 5.5 and except where the failure of the representations made in this sentence to be true and correct would not have a System Material Adverse Effect, all Real Property listed on SCHEDULE 5.5 (including the improvements thereon) (i) is in reasonable operating condition and repair (subject to normal wear and tear) consistent with its condition present use, (ii) is suitable available for its current immediate use by the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property are in good conditionconduct of the business or operations of the TCI Systems, ordinary wear and tear excepted and are suitable (iii) complies in all material respects for their current use by with all applicable building or zoning codes or restrictive covenants and the Company. regulations of any Governmental Authority having jurisdiction, (eiv) To the Company's knowledge, there are adequate sanitary has full legal and storm sewer, practical access to public water, gas, electrical, telephone roads or streets and other has all utilities and facilities at each services necessary for the proper and lawful conduct and operation of the Leased TCI Systems as presently utilized. Except where the failure of the representations made in this sentence to be true and correct would not have a System Material Adverse Effect, all buildings, towers, guy wires and anchors, earth-receiving dishes and related facilities used in the operations of the TCI Systems are located entirely on the TCI Real PropertiesProperty, and the Company has not received notice from any provider of such services of any changes required to any together with all pole attachments, cable plant and cable installations, equipment and facilities used in connection with such utilitiesthe TCI Systems are maintained, placed and located in accordance with the provisions of all applicable Legal Requirements, deeds, leases, licenses, permits or other legally enforceable arrangements. The Company has no Knowledge No condemnation of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased TCI Real PropertiesProperty has occurred, nor is pending or, to the knowledge of TCI, threatened. Except as set forth on SCHEDULE 5.5, each Person upon or under or across whose property any of the TCI Assets are located, maintained, installed or operated (other than drop lines to customer dwellings) has any notice granted to the TCI Subsidiaries or TCI, L.P. such easements, licenses or rights of way as are necessary for the location, maintenance, installation and operation of such a proposed condemnation been received by he Company. TCI Assets upon, over or under such property (h) To the Company's knowledge"TCI Easements"), the Company has the right and subject to conduct its business in each Leased Real Property for the remaining term Permitted Encumbrances, as of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement the TCI Subsidiaries have been properly exercisedand as of the Closing Date TCI, L.P. will have, a right to use the TCI Easements except where the failure to have any such TCI Easements would not, individually or in the aggregate, have a System Material Adverse Effect. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) Section 3.10(a) in the Disclosure Schedule sets forth the address and description of each Owned Real Property. With respect to each Owned Real Property: (i) the Company or Subsidiary (as the case may be) has good and valid fee simple title to such Owned Real Property, which shall be free and clear of all liens and encumbrances as of the Closing Date, except Permitted Liens, (ii) except as set forth in Section 3.10(a) in the 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 portion thereof; and (iii) neither the Company nor any of its Subsidiaries is a party to any Contract or option to purchase or sell any real property or interest therein, and there are no outstanding rights of first offer or rights of first refusal to purchase or lease any Owned Real Property, or any portion thereof or interest therein. The Company does not own, nor has it ever owned, never owned any real propertyproperty other than the Owned Real Property. (b) Section 3.10(b) in the Disclosure Schedule 5.9(b) lists as sets forth the address of the date each parcel of this Agreement all Real Property Leases. The real property described on Schedule 5.9(b) is referred to as the "Leased Real Property." Copies , and a true and complete list of all written (Leases for each such parcel of Leased Real Property. The Company has made available to Buyer a true and summaries complete copy of all oraleach such Lease. Except as set forth on Section 3.10(b) in the Disclosure Schedule, the Company and its Subsidiaries have not subleased, assigned or transferred any interest in any Lease or granted any Person the right to use or occupy the Leased Real Property Leases have been provided that is subject to Parent prior such Lease. With respect to each of the Leases: (i) the Company or the applicable Subsidiary party thereto holds a valid and existing leasehold interest under such Lease, and such Lease is a legal, valid, binding and enforceable obligation of the Company or the applicable Subsidiary party thereto and in full force and effect and, to the date Knowledge of this Agreementthe Company, each other party thereto and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general equitable principles; and (ii) neither the Company or the applicable Subsidiary party thereto, nor to the Company’s Knowledge any other party thereto, is in material breach or material default under such Lease, and, to the Knowledge of the Company, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such material breach or material default. (c) All Leased The Real Property and its condition is suitable for its current use by comprise all of the real property used or intended to be used in, or otherwise related to, the business of the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipmentNeither the Company nor any of its Subsidiaries has received any written notice of, and all components thereof, included in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by to the Company’s Knowledge there is not currently, any condemnation, expropriation, eminent domain or similar proceeding affecting all or any part of the Real Property. (e) To the Company's knowledge’s Knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each no material structural defects in any of the Leased improvements on any of the Real PropertiesProperty, and nor any material imminent capital repairs or replacements for which no or inadequate reserves have been established under GAAP, on any of the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilitiesReal Property. (f) The Company enjoys peaceful Real Property and undisturbed possession all parts and components thereof and the use and occupancy thereof are in compliance in all material respects with all applicable building, zoning, subdivision, fire, health and safety, occupancy, land use and other applicable Laws, including the Americans with Disabilities Act of each Leased 1990, as amended, and all insurance requirements affecting the Real Property. In the last five (5) years, neither the Company nor any of its Subsidiaries has received any written notice from (i) any Governmental Authorities alleging any violation of any Laws in respect to the Real Property, or any part thereof, which has not been corrected, or (ii) any insurance company of any defects or inadequacies in any of the Real Property, or any part thereof, which would adversely affect the insurability of the Real Property or cause the imposition of extraordinary premiums therefor. (g) To the Company's knowledge’s Knowledge, there are no pending condemnationthe current use and occupancy of the Real Property, eminent domainand the operation of the business of the Company as currently conducted thereon does not violate in any material respect any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded agreement to which the Company or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of its Subsidiaries is a party, in each case, affecting the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he CompanyProperty. (h) To the Company's knowledge’s Knowledge, except as set forth on Section 3.10(h) in the Disclosure Schedule, the Company has improvements on the right to conduct its business in each Leased Real Property for do not encroach upon any property which is not Real Property, any building line, set back line or side yard line, or any easement and no structure located on land owned by any other party encroaches onto the remaining term of the applicable Real Property LeaseProperty. (i) With To the Company’s Knowledge, none of the Real Property is located in a flood plain, flood hazard area, wetland or other waters of the United States, or lakeshore erosion area within the meaning of any Laws. To the Company’s Knowledge, in the past five (5) years, no portion of the Real Property has been used as a landfill or for storage or landfill of Hazardous Materials. No work has been done or labor or materials have been furnished with respect to the Leased Real Property, all options to renew, rights Property during the period of first offer and rights of first refusal exercisable prior to six (6) months immediately preceding the date of this Agreement have been properly exercisedfor which Liens could reasonably be expected to be filed against any of the Real Property. (j) Prior to To the date of this AgreementCompany’s Knowledge, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which there are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and now in full force and effecteffect duly issued certificates of occupancy (or the local equivalent) permitting the Real Property and the improvements located thereon to be legally used and occupied as the same are now constituted. To the Company’s Knowledge, all of the Real Property has permanent rights of access to dedicated public highways. To the Company’s Knowledge, no fact or condition exists which would prohibit or adversely affect the ordinary rights of access to and from the Real Property or from and to the existing highways and roads and there is no pending or, to the Company’s Knowledge, threatened restriction or denial, governmental or otherwise, upon such ingress and egress. To the Company’s Knowledge, there are no pending claims of adverse possession or prescriptive rights involving any of the Real Property. (k) To the Company’s Knowledge, there are no planned or proposed increases in the assessed valuation of any of the Real Property, and neither the Company nor any of its Subsidiaries has received any written notice of any proposed special assessment which would affect any of the Real Property. (l) To the Company’s Knowledge, water, gas and electrical supply, storm and sanitary sewerage facilities and all necessary consents with respect thereto have been obtainedother required public utilities are available for each Real Property, and are either extended to the boundary of each Real Property or pass through adjoining land subject to validly existing easements or similar rights permitting such use.

Real Property. (a) The Section 3.13(a) of the Company does not ownDisclosure Schedule lists by address each parcel of real property in which the Company or any Subsidiary has fee title interest that is currently used in and material to the conduct of the business of the Company and the Subsidiaries, nor has it ever owned, any real propertytaken as a whole (the "Owned Properties"). (b) Schedule 5.9(bSection 3.13(b) lists as of the date Company Disclosure Schedule lists by address each parcel of this Agreement all Real Property Leases. The real property described on Schedule 5.9(b) leased or subleased by the Company or any Subsidiary that is referred currently used in and material to the conduct of the business of the Company and the Subsidiaries, taken as a whole (together with the Owned Properties, the "Leased Real Property." Copies of all written (and summaries of all oral) Real Property Leases have been provided to Parent prior to the date of this Agreement. (c) All Leased Real Property and its condition is suitable for its current use Properties"), with any guaranty given by the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included Company or any Subsidiary in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) connection therewith. To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each best of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company or one of its Subsidiaries has a defensible fee simple title to or valid leasehold interest in all of the Properties, free and clear of all Liens, except (i) Liens for current taxes and assessments not yet past due, (ii) inchoate mechanics' and materialmen's Liens for construction in progress, (iii) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, and (iv) all Liens and other imperfections of title (including matters of record) and encumbrances that do not materially interfere with the conduct of the business of the Company and the Subsidiaries, taken as a whole, or would not have a Company Material Adverse Effect (collectively, "Permitted Liens"). True and complete copies of all agreements under which the Company or any of its Subsidiaries owns, leases or subleases the Properties have been made available to Parent. Except as would not have a Company Material Adverse Effect, the Company or one of its Subsidiaries has the right to conduct its business in each Leased Real Property for the remaining term use and occupancy of the Properties, subject to the terms of the applicable Real Property Leasedeed, lease or sublease relating thereto and Permitted Liens. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) The Section 3.17(a) of the Company does not own, nor has it ever owned, any Disclosure Letter sets forth a list of all real property. property owned by the Company or a Company Subsidiary (bthe “Owned Real Property”) Schedule 5.9(b) lists as of the date of this Agreement all Real Property Leaseshereof. The real property described on Schedule 5.9(b) is referred Except for matters that would not have, or reasonably be expected to as have, a Company Material Adverse Effect, the "Leased Real Property." Copies of all written (Company and summaries of all oral) Real Property Leases the Company Subsidiaries have been provided to Parent prior good and marketable fee simple title to the date of this Agreement. (c) All Leased Owned Real Property and its condition is suitable for its current use by to all of the buildings, structures and other improvements thereon, free and clear of all Liens. None of the Company. , any Company Subsidiary or any Owned Real Property is in material default under any agreement evidencing any Lien or other agreement affecting the Owned Real Property. As of the date hereof, neither the Company nor any Company Subsidiary (di) All buildings, structures, improvements, fixtures, building systems and equipmentcurrently leases all or any part of the Owned Real Property or (ii) has received written notice of any pending, and all components thereof, included in to the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each Knowledge of the Leased Real PropertiesCompany there is no threatened, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions condemnation proceeding with respect to any of the Owned Real Property. (b) Section 3.17(b) of the Company Disclosure Letter sets forth a complete and correct list of each Leased Real Property. With respect to each Leased Real Property that is material to the Company (the “Material Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge”), the Company has provided copies of all Leases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) (the “Material Real Property Leases”). Except for matters that would not have, or reasonably be expected to have, a Company Material Adverse Effect, with respect to each of the Material Real Property Leases: (i) such Material Real Property Lease is valid and binding and enforceable against the Company or the applicable Company Subsidiary in accordance with its terms, subject to the Enforceability Exceptions, (ii) the Company’s or a Company Subsidiary’s possession and quiet enjoyment of the Material Leased Real Property under such Material Real Property Lease has not been disturbed and there are no written disputes with respect to such Material Real Property Lease, (iii) neither the Company or any Company Subsidiary, as applicable, nor, to the Knowledge of the Company, any other party to the Lease is in breach or default under such Material Real Property Lease, and, to the Knowledge of the Company, 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, and (iv) neither the Company nor any Company Subsidiary has subleased, licensed or otherwise granted any Person the right to conduct its business in each use or occupy such Material Leased Real Property for the remaining term of the applicable Real Property Leaseor any portion thereof. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) The Subject to the immediately succeeding sentence, Section 4.15(a) of the Company does not ownDisclosure Letter lists the common street address for all real property owned by the Company or any Company Subsidiary in fee as of the date hereof (the “Owned Real Property”) and sets forth the Subsidiary owning such Owned Real Property. Except as would not, nor individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company or a Company Subsidiary has it ever ownedgood and valid fee simple title to all Owned Real Property, any real propertyin each case free and clear of all Liens except for Permitted Liens. (b) Schedule 5.9(bSubject to the immediately succeeding sentence, Section 4.15(b) of the Company Disclosure Letter lists the common street address for all real property in which a Company Subsidiary holds a ground lease interest in any real property (the “Ground Leased Real Property”), each ground lease (or ground sublease) with a third party pursuant to which the Company or any Company Subsidiary is a lessee (or sublessee) as of the date of this Agreement all hereof, including each amendment or guaranty related thereto (individually, a “Ground Lease” and collectively, “Ground Leases”) and the applicable Company Subsidiary holding such leasehold interest. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company or a Company Subsidiary holds a valid leasehold interest in the Ground Leased Real Property Leases. The real property described on Schedule 5.9(b) is referred to as the "Leased Real Property." Copies free and clear of all written (Liens except for Permitted Liens. True and summaries complete copies of all oral) Real Property the Ground Leases have been provided to Parent prior made available to the date of this AgreementBuyer Parties. (c) All Leased Real Property and its condition is suitable for its current use by Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, to the knowledge of the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each as of the Leased Real Propertiesdate hereof, and none of the Company or any of the Company Subsidiaries has not received any written notice from to the effect that any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any condemnation or rezoning proceedings are pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledgethreatened, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Company Real Properties. Except as would not, nor has any notice of such individually or in the aggregate, reasonably be expected to have a proposed condemnation been received by he Company. (h) To the Company's knowledgeCompany Material Adverse Effect, the Company has and the right to conduct its business in each Leased Real Property for Company Subsidiaries have good and marketable title to, or a valid and enforceable leasehold interest in, all material personal property held or used by them at the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Company Real Property, free and clear of all options to renew, rights Liens other than Permitted Liens. Section 4.15(c) of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies Disclosure Letter lists each real property or leasehold interest in any ground lease conveyed, transferred, assigned or otherwise disposed of all subleases (collectively, the "Subleases") entered into by the Company (all of or its Subsidiaries since January 1, 2010, except for easements or similar interests. There are no claims outstanding under any Prior Sale Agreements which are listed on Schedule 5.9(j)). All Subleases are, and have been for could reasonably be expected to result in liability to the terms thereofCompany or any Company Subsidiary in an amount, in good standing and the aggregate, in full force and effect, and all necessary consents with respect thereto have been obtainedexcess of $500,000.

Real Property. (a) The Each of the Company does and the Company Subsidiary holds good, marketable and insurable fee simple title to its real property (collectively, the “Company Owned Real Property”), free and clear of all Liens, except for Permitted Liens. There are no outstanding options or rights of first refusal which have been granted by the Company or the Company Subsidiary to third parties to purchase any Company Owned Real Property other than such options or rights that would not ownreasonably be expected to be, nor has it ever ownedindividually or in the aggregate, any real propertymaterial to the Company and the Company Subsidiary, taken as a whole. (b) Schedule 5.9(b(i) lists as of Each Contract for the date of this Agreement all lease or sublease (each, a “Company Real Property Leases. The Lease”) for real property described on Schedule 5.9(b) under which the Company or the Company Subsidiary is referred to as a lessee or sublessee (collectively, the "“Company Leased Real Property." Copies ”) is in full force and effect and is a valid and binding obligation of the Company or the Company Subsidiary party thereto and, to the Knowledge of the Company, of the other parties thereto, enforceable against the Company or the Company Subsidiary, and to the Knowledge of the Company, against the other parties thereto in accordance with its terms, except that (A) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors’ rights generally and (B) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought; (ii) no written notices of default under any Company Real Property Lease have been received by the Company or the Company Subsidiary that have not been resolved; (iii) neither the Company nor the Company Subsidiary is in default under any Company Real Property Lease; and (iv) the Company or a Company Subsidiary, as applicable, is and has been in peaceable possession of each Company Leased Real Property subject to the terms of the applicable Company Real Property Lease. True and correct copies of all written (and summaries of all oral) material Company Real Property Leases have been provided made available to Parent prior to the date of this AgreementPurchaser for Purchaser’s review. (c) All Leased Real Property The Company and its condition is suitable the Company Subsidiary own or possess all permits, easements, licenses, rights of way (or notices of intent to renew, applications or extension notices have been filed for its current use by same with the pueblo or the Bureau of Indian Affairs to reserve the rights thereto) (the “Easements”) necessary to conduct their business as now being conducted without any conflict with the rights of others to the Knowledge of the Company, in each case except to the extent that the failure to own or possess such Easements would not, individually or in the aggregate, be reasonably likely to be material to the Company and the Company Subsidiary, taken as a whole. (d) All buildings, structures, improvements, fixtures, building systems The Company Owned Real Property and equipment, and all components thereof, included in the Company Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by referred to collectively herein as the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and the “Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) ”. With respect to the Leased Company Real Property, all options to renewneither the Company nor the Company Subsidiary has received any written notice of, rights of first offer and rights of first refusal exercisable prior nor to the date Knowledge of this Agreement the Company does there exist: (i) any pending, threatened or contemplated condemnation or similar proceedings, or any sale or other disposition of any Company Real Property or any part thereof in lieu of condemnation; or (ii) any non-compliance with any applicable building and zoning codes, deed restrictions, ordinances and rules, that, in each case, individually or in the aggregate, would reasonably be expected to have been properly exercised. (j) Prior to a Company Material Adverse Effect. To the date Knowledge of this Agreementthe Company, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by and the Company (Subsidiary have lawful rights of use and access to all Easements and Company Real Property necessary to conduct the business of which are listed on Schedule 5.9(j)). All Subleases arethe Company and the Company Subsidiary as currently conducted except as would not reasonably be expected to be material to the Company and the Company Subsidiary, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtainedtaken as a whole.

Real Property. (a) The Section 4.13(a) of the Company does not ownDisclosure Letter contains a complete and correct list of the common street address for all Owned Real Property and sets forth the applicable Acquired Company owning such property. Except as would not, nor has it ever ownedindividually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, an Acquired Company owns such Owned Real Property in fee simple title free and clear of any real propertyLiens, subject only to Permitted Liens. (b) Schedule 5.9(bSection 4.13(b) lists of the Company Disclosure Letter contains a complete and correct list of (i) all Leased Real Property, including the common street address and the applicable Acquired Company leasing or subleasing such Leased Real Property and (ii) each ground lease, lease or sublease of such real property, including all amendments thereto, guaranties thereof and each other written agreement relating thereto (the “Company Leases”). Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) an Acquired Company has a valid and enforceable leasehold estate in all Leased Real Property and either good and valid fee simple title to or valid leasehold interest in all buildings, structures and other improvements and fixtures located on or under such Leased Real Property, in each case free and clear of any Liens, subject only to Permitted Liens and (ii) no Acquired Company has received any written notice from, or delivered any written notice to, any lessor of such Leased Real Property of the existence of any default, event or circumstance that, with notice or lapse of time, or both, would constitute a default by the party that is the lessee or lessor of such Leased Real Property. Complete and correct copies of the Company Leases have been made available to Parent. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, to the Knowledge of the Company, as of the date of this Agreement all (i) none of the Acquired Companies has received written notice of any violation of any Law affecting any portion of any of the Real Property Leases. The real property described on Schedule 5.9(bProperties issued by any Governmental Authority that has not been resolved and (ii) is referred to as none of the "Leased Real Property." Copies of all Acquired Companies has received written (and summaries of all oral) Real Property Leases have been provided to Parent prior notice to the date of this Agreement. (c) All Leased Real Property and its condition is suitable for its current use by the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, effect that there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any (A) condemnation or rezoning proceedings that are pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions in writing with respect to any of the Leased Real Properties, nor (B) zoning, building or similar Laws, codes, ordinances, orders or regulations that are violated by the maintenance, operation or use of any buildings or other improvements on any of the Real Properties, or (C) any defaults under any Contract evidencing any Lien or other Contract affecting any of the Real Properties. (d) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Acquired Companies have good and marketable title to, or a valid and enforceable leasehold interest in, all material personal property owned, used or held for use by them, and (ii) the Acquired Companies’ ownership of any such personal property is free and clear of any Liens, subject only to Permitted Liens. (e) A policy of title insurance has been issued for each Real Property insuring, as of the effective date of such insurance policy, (A) fee simple title interest held by the applicable Acquired Company and/or (B) leasehold title interest held by the applicable Acquired Company. No material claim has been made against any policy of title insurance issued for any Real Property that remains outstanding as of the date hereof. (f) Section 4.13(f) of the Company Disclosure Letter lists each fee interest in real property or leasehold interest in any ground lease (or sublease) conveyed, transferred, assigned, or otherwise disposed of by the Acquired Companies (a “Prior Sale Contract”) since January 1, 2022, except for easements or similar interests. Other than as set forth in Section 4.13(f) of the Company Disclosure Letter, to the Knowledge of the Company as of the date hereof, none of the Acquired Companies has received any written notice of any outstanding claims under any Prior Sale Contract and no event or circumstance has occurred under any Prior Sale Contract that, with the passage of time or receipt of notice would reasonably be expected to result in liability to any Acquired Company in an amount, in the aggregate, in excess of $1,000,000. (g) Section 4.13(g)(i) of the Company Disclosure Letter lists with respect to each Space Lease, the unit number, unit type, size of unit, base rent, common area maintenance charges, security deposit (if any), lease commencement and expiration dates, if any (such information in (such information in Section 4.13(g)(i) of the Company Disclosure Letter, the “Rent Roll”), which Rent Roll is accurate as of the applicable date stated therein except such discrepancies as would not, individually or in the aggregate, reasonably be expected to have a proposed condemnation Company Material Adverse Effect. Complete and correct copies in all material respects of the Rent Roll have been received by he made available to Parent. To the Knowledge of the Company, the Company has made available to Parent complete and correct copies of all Space Leases as of the date hereof. Except as set forth in Section 4.13(g)(ii) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries, on the one hand, nor, to the Knowledge of the Company, any other party, on the other hand, is in default under any Space Lease, except for defaults that do not have or would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. There are no brokerage commissions or brokerage fees which are now due or which may be due in the future relating to any of the Space Leases. (h) To Except as set forth in Section 4.13(h) of the Company's knowledgeCompany Disclosure Letter or has not had, or, as would not reasonably be likely to have, individually or in the aggregate, a Company Material Adverse Effect, (A) there are no pending common area maintenance (CAM), percentage rent or similar audits by any third party of which the Company has Knowledge or has received written notice, (B) there are no pending claims regarding violation of co-tenancy clauses in any Space Leases of which the right Company has Knowledge or has received written notice, (C) there are no pending real property tax protests or litigation, proceeding, investigation, complaint or action regarding any Company Properties or Space Leases of which the Company has Knowledge or has received written notice, and (D) to conduct its business in each Leased Real Property for the remaining term Knowledge of the applicable Real Property LeaseCompany, no tenants under Space Leases have “gone dark” or given written notice of its intention to “go dark” or filed for bankruptcy, and (E) there are no brokerage commissions or fees which are now due or which may be due in the future relating to any of the Space Leases. All rent has been properly calculated and billed to tenants pursuant to the Space Leases, except for such failures to properly calculate or bill rent as has not had, or would not reasonably be likely to have, individually or in the aggregate, a Company Material Adverse Effect. (i) With respect There is no outstanding Indebtedness for borrowed money pursuant to which the Leased Real Property, all options to renew, rights Company or any Subsidiary of first offer and rights Company is a lender as of first refusal exercisable prior to the date hereof to any Person other than to a wholly owned Subsidiary of this Agreement have been properly exercisedthe Company. (j) Prior No Real Property is owned directly or indirectly jointly by the Company or any Subsidiary with any Person other than the Company or any Subsidiary. (k) Section 4.13(k) of the Company Disclosure Letter lists each Real Property that is (i) under development or redevelopment as of the date hereof (other than normal repair and maintenance but including any construction project the cost of which is in excess of $500,000) and describes (A) the status of such development or redevelopment as of the date hereof (including the anticipated completion date), and (B) the budgeted costs and the costs to complete, (ii) subject to a binding agreement for development or redevelopment or commencement of construction by an Acquired Company with a cost in excess of $500,000 (each, a “Construction Contract”) or (iii) land held for development, in each case, other than those pertaining to customary capital repairs, replacements and other similar correction of deferred maintenance items in the ordinary course of business. (l) As of the date hereof, (i) neither the Company nor any Subsidiary of Company has exercised any Transfer Right with respect to real property or one or more Persons for aggregate consideration in excess of $600,000, which transaction has not yet been consummated and (ii) no third party has exercised in writing any Transfer Right with respect to any Subsidiary of the Company or Real Property or Participation Agreement, which transaction has not yet been consummated. (m) No Person other than an Acquired Company manages or operates any of the Real Property on behalf of any Acquired Company. (n) Section 4.13(n) of the Company Disclosure Letter sets forth a list of all written notices to the date Company from lenders or insurance carriers currently requiring material repairs or other material alterations to Company Properties. (o) No Acquired Company has received written notice that any Acquired Company is in violation or default under any operation and reciprocal easement agreement or other similar agreements to which a member of this Agreementthe Company or any of its Subsidiaries is a party (each, a “REA”), except for violations or defaults that have been cured or that have not had or would not reasonably be likely to have, individually or in the aggregate, a Company Material Adverse Effect. No Acquired Company has delivered a written default notice to Parent copies of all subleases (collectivelya party under a REA, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and except for defaults that have been for cured or that have not had or would not reasonably be likely to have, individually or in the terms thereofaggregate, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtaineda Company Material Adverse Effect.

Real Property. (a) The Company does not own, nor has it ever owned, any Section 4.09(a) of the Mosaic Disclosure Schedule sets forth a true and correct list of all real property. (b) Schedule 5.9(b) lists property owned or leased as of the date of this Agreement Agreement, including ground leases (as lessee or sublessee), by any Subject Company (all Real Property Leases. The such real property described interests, together with all buildings, structures and other improvements and fixtures located on Schedule 5.9(b) is or under such real property and all easements, rights and other appurtenances to such real property, are individually referred to herein as a “Subject Company Property” and collectively referred to herein as the "Leased Real Property“Subject Company Properties”). Other than the Subject Company Properties, there are no real properties with regards to which any Subject Company is bound by any agreement to purchase or lease (as lessee)." Copies (b) A Subject Company owns good and valid fee simple title or leasehold title (as applicable) to each of all written (the Subject Company Properties, in each case, free and summaries clear of all oral) Real Property Leases have been provided to Parent prior to the date of this AgreementLiens, except for Permitted Liens. (c) All Leased No Mosaic Party or Subject Company has received written notice (i) that any certificate, permit or license from any Governmental Authority having jurisdiction over any of the Subject Company Properties or any agreement, easement or other right of an unlimited duration that is necessary to permit the lawful use and operation of the buildings and improvements on any of the Subject Company Properties or that is necessary to permit the lawful use and operation of all utilities, parking areas, retention ponds, driveways, roads and other means of egress and ingress to and from any of the Subject Company Properties (collectively, “Permits or Real Property Rights”) is not in full force and its condition is suitable for its current use by effect, (ii) of any uncured violation of any Laws affecting any of the CompanySubject Company Properties which has had, or would reasonably be expected to have, individually or in the aggregate, a Subject Company Material Adverse Effect or (iii) of any threat of modification or cancellation of any such Permits or Real Property Rights. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and the No Mosaic Party or Subject Company has not received any written notice from to the effect that (i) any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any condemnation or rezoning Proceedings are pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Subject Company Properties, or (ii) any zoning regulation or ordinance (including with respect to parking), Board of Fire Underwriters rules, building, fire, health or other Law has been violated for any Subject Company Property. (e) As of the date of this Agreement, there are no unexpired option agreements, rights of first offer or refusal or similar rights with respect to the purchase of a Subject Company Property or any portion thereof or any direct or indirect interest therein, nor are there any other unexpired rights in favor of any Person other than a Subject Company to purchase or otherwise acquire a Subject Company Property or any portion thereof or any direct or indirect interest therein, or to enter into any contract for sale, ground lease or binding letter of intent to sell or ground lease any Subject Company Property or any portion thereof that is owned by any Subject Company, and no such purchase option has been exercised, nor has any of the Mosaic Parties or any Subject Company received any notice indicating that any Person purports to have exercised such a purchase option. (f) No Subject Company is a party to any agreement pursuant to which any Subject Company manages, provides leasing services or provides development services with respect to any real property for any unaffiliated Person. (g) Except for brokerage agreements entered into in the ordinary course and except as set forth on Section 4.09(g) of the Mosaic Disclosure Schedules, no Subject Company (or any Mosaic Party on behalf of any Subject Company) is a party to any contract or agreement with any third party that provides for a right of such a proposed condemnation been received by he Companythird party to participate in the profits, sale proceeds or revenue of any Subject Company Property. (h) To the Company's knowledgeMosaic Parties’ Knowledge, (i) each Subject Company Property is in good operating condition and repair and is structurally sound and free of latent or patent structural, mechanical or other significant defects (excluding ordinary course wear and tear), (ii) no Subject Company Property has suffered any uninsured casualty or other damage that has not been repaired, and (iii) each Subject Company Property is otherwise adequate in all material respects for its current use, operation and occupancy. (i) Section 4.09(i) of the Mosaic Disclosure Schedules sets forth a true and complete list of all Leases currently in effect identifying the address or location and use of the Mosaic Party Leased Real Property. Each Mosaic Party has valid leasehold interests in all of the Mosaic Party Leased Real Property, in each case free and clear of all Liens (other than Permitted Liens). With respect to each such Lease, no Mosaic Party has assigned, transferred, conveyed, mortgaged, deeded in trust, encumbered or otherwise created any Lien (other than Permitted Liens) against its leasehold interest in the Mosaic Party Leased Real Property. There is no (a) default under or (b) cancellation of or an intent (on the part of any Mosaic Party) to cancel, in each case, any such Lease, and, except as set forth in Section 4.09(j) of the Mosaic Disclosure Schedules, the Company Mosaic Parties’ completion of the Transactions shall not create a default under any such Lease. The Mosaic Party Leased Real Property constitutes all the real properties used or occupied by each Mosaic Party in connection with the conduct of the business of the Subject Companies or reflected on the Mosaic Funds Interim Financial Statements. No Mosaic Party has received written notice of any pending or threatened condemnation Proceeding, zoning dispute or local code enforcement action which would preclude or materially impair the right to conduct its business in each use of any of the Mosaic Party Leased Real Property for the remaining term of the applicable Real Property Leasepurpose for which it is currently used. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) Section 2.15(a) of the Disclosure Schedule contains a true and ------------------------------------------ correct list of (i) each parcel of real property leased by the Company (as lessor or lessee) (the "Leased Real Property") and (ii) all Liens relating to or --------------------- affecting any parcel of real property referred to in clause (i) to which the Company is a party. The Company does not own, nor has it ever owned, any owns no real property. (b) Schedule 5.9(b) lists as Subject to the terms of its respective leases, the Company has a valid and subsisting leasehold estate in and the right to quiet enjoyment of the date Leased Real Properties for the full term of this Agreement all Real Property Leasesthe leases relating thereto. Each lease referred to in clause (i) of paragraph (a) above is a legal, valid and binding agreement, enforceable in accordance with its terms, of the Company and of each other Person that is a party thereto, and except as set forth in Section ------- 2.15(b) of the Disclosure Schedule, there is no, and the Company has not ---------------------------------- received notice of any, default (or any condition or event which, after notice or lapse of time or both, would constitute a default) thereunder. The real property described on Schedule 5.9(b) is referred Company does not owe brokerage commissions or finders fees with respect to as the "any such Leased Real Property." Copies of all written (and summaries of all oral) Real Property Leases have been provided to Parent prior , except to the date extent that the Company may renew the term of this Agreementany such lease, in which case, any such commissions and fees would be in amounts that are reasonable and customary for the spaces so leased, given their intended use and terms. (c) All Leased Real Property and its condition is suitable for its current use by Except as disclosed in Section 2.15(c) of the Company. (d) All buildingsDisclosure Schedule, structures, improvements, fixtures, building systems and equipment, and ------------------------------------------ all components thereof, included in material improvements on the Leased Real Property are in good conditionoperating condition and in a state of good maintenance and repair, ordinary wear and tear excepted excepted, and such improvements are suitable in all material respects adequate and suitable for their current use by the purposes for which they are presently being used and, to the knowledge of the Company, there are no condemnation or appropriation proceedings pending or threatened against any of such real property or the improvements thereon. (ed) To the Company's The Company has no knowledge, there are adequate sanitary and storm sewernor has the Company received any notice, public waterof any Action or Proceeding, gasactual or threatened, electricalagainst the Company or the Leased Real Property by any Person which would materially affect the future use, telephone and other utilities and facilities at each occupancy or value of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, Property or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Companypart thereof. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) The Section 3.13(a) of the Company does Disclosure Letter sets forth by address a true, correct and complete list of all properties owned by the Company or any of the Company Subsidiaries (the “Owned Real Property”). True and complete copies of the most recent title reports, title policies and surveys currently in the possession of the Company with respect to the Owned Real Property located in Plainview, New York have been made available to Parent. Except as would not, or would not ownreasonably be expected to, nor individually or in the aggregate, have a Company Material Adverse Effect, (i) for each item of Owned Real Property listed on Section 3.13(a) of the Company Disclosure Letter, the Company or any of the Company Subsidiaries, as the case may be, has it ever ownedgood and valid fee title to the Owned Real Property free and clear of all Liens, except for Permitted Liens; (ii) there are no pending or, to the knowledge of the Company, threatened expropriation, condemnation or eminent domain proceedings, lawsuits or administrative or other Actions relating to the Owned Real Property; and (iii) except for the Company or the Company Subsidiaries, there are no Persons in possession or occupancy of any real propertypart of the Owned Real Property or the facilities located on the Owned Real Property or who have possessory rights with respect to any part of the Owned Real Property. (b) Schedule 5.9(bSection 3.13(b) lists of the Company Disclosure Letter sets forth by address a true, correct and complete list of the real property leased or subleased by the Company or any Company Subsidiary under leases or subleases with remaining payments of at least $500,000 as of December 31, 2006 (each, a “Leased Property”, and collectively, the date of this Agreement all Real Property Leases“Leased Properties”), with any guaranty given by the Company or any Company Subsidiary in connection therewith. The real property described on Schedule 5.9(b) is referred to as Company or one of the "Company Subsidiaries has a valid leasehold interest in all of the Leased Real Property." Copies Properties, free and clear of all written Liens, except, (i) Liens for Taxes, assessments and summaries of all oral) Real Property Leases governmental charges or levies either not yet due and payable or which are being contested in good faith and by appropriate proceedings and for which appropriate reserves have been provided to Parent prior established to the date extent required by GAAP; (ii) mechanics, carriers’, workmen’s, warehouseman’s, repairmen’s, materialmen’s or other Liens or security interests that are not yet due or that are being contested in good faith and by appropriate proceedings and for which adequate reserves have been made if so required by GAAP; (iii) Liens imposed by applicable Law (other than Tax Law); (iv) pledges or deposits to secure obligations under workers’ compensation Laws or similar legislation or to secure public or statutory obligations; (v) pledges and deposits to secure the performance of this Agreement. bids, trade contracts, leases, surety and appeal bonds, performance bonds and other obligations of a similar nature, in each case in the ordinary course of business; (cvi) All Leased Real Property defects, imperfections or irregularities in title, easements, covenants and its condition is suitable rights of way (unrecorded and of record) and other similar restrictions, and zoning, building and other similar codes or restrictions, in each case that do not adversely affect in any material respect the current use of the applicable property owned, leased, used or held for its current use by the Company. Company or any of the Company Subsidiaries; (dvii) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, Liens the existence of which are specifically disclosed in the notes to the consolidated financial statements of the Company included in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by Form 10 K/A or the Company. ’s Quarterly Reports on Form 10 Q for the periods ended September 30, 2006 or December 31, 2006; (eviii) To the Company's knowledgestatutory, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone common law or contractual liens of landlords; or (ix) all Liens and other utilities imperfections of title (including matters of record) and facilities at each encumbrances that do not materially interfere with the conduct of the Leased Real Properties, business of the Company and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledgeSubsidiaries, there are no pending condemnation, eminent domaintaken as a whole, or any other taking by public authority with as would not, or without payment would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect (the items in clauses (i) through (ix), collectively, “Permitted Liens”). True and complete copies of consideration therefor all agreements under which the Company or similar actions with respect to any of the Company Subsidiaries leases or subleases the Leased Real PropertiesProperties (the “Leases”) have been made available to Parent. Except as would not, nor has any notice of such or would not reasonably be expected to, individually or in the aggregate, have a proposed condemnation been received by he Company. Company Material Adverse Effect, (hA) To the Company's knowledge, the Company or one of the Company Subsidiaries has the right to conduct its business in each the use and occupancy of the Leased Real Property for Properties, subject to the remaining term terms of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer Lease relating thereto and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases arePermitted Liens, and have been for (B) the terms thereof, in good standing and Leases are in full force and effect, all rent and other sums and charges payable by the Company or one of the Company Subsidiaries as tenant or subtenant thereunder are current or are being contested in good faith by appropriate proceedings, no notice of default or termination is outstanding, and, to the knowledge of the Company, no termination event or condition or uncured default on the part of the Company or one of the Company Subsidiaries has occurred, and, to the knowledge of the Company, no event has occurred and no condition exists which, with the giving of notice, the lapse of time or both, would constitute such a default or termination event or condition. (c) The Owned Real Property and the Leased Properties constitute all necessary consents of the real property and interests in real property used by the Company or the Company Subsidiaries in connection with respect thereto have been obtainedthe businesses of the Company and the Company Subsidiaries, respectively, except for leases or subleases with remaining payments of less than $500,000 as of December 31, 2006.

Real Property. (a) The Except as set forth on Section 4.20(a) of the Company does Disclosure Letter (the “Owned Real Property”), the Acquired Companies do not own, nor has it ever owned, own and have never owned any real property. Section 4.20(a) of the Company Disclosure Letter contains a true, correct, current, and complete list of the street address of each parcel of Owned Real Property, including real property previously owned. The Company or one of its Subsidiaries has good and valid fee simple title to the Owned Real Property free and clear of all Encumbrances other than Permitted Encumbrances and conveyed title with respect to all real property previously owned, with no reservations therein or outstanding obligations with respect thereto. (b) Schedule 5.9(bSection 4.20(b) lists of the Company Disclosure Letter contains a true, correct and complete list, as of the date Agreement Date, of this Agreement all Real Property Leases. The of the existing leases, subleases, licenses or similar agreements pursuant to which the Acquired Companies have the right to use or occupy any material real property described on Schedule 5.9(b) is referred to as (the "“Leased Real Property." Copies of all written (”). Each Acquired Company holds a valid and summaries of all oral) Real Property Leases have been provided to Parent prior to the date of this Agreement. (c) All existing leasehold interest in such Leased Real Property and its condition is suitable for its current use leased or subleased by such Acquired Company from another Person, which leasehold interest is, to the Knowledge of the Company. , free and clear of all Encumbrances other than Permitted Encumbrances. As of the Agreement Date, no Acquired Company has received any written notice regarding (di) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the any material violation or breach or default under any Leased Real Property are in good conditionthat has not since been cured, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (eii) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each pending or threatened condemnation of any portion of the Leased Real PropertiesProperty; or (iii) building, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection fire or zoning code violations with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real PropertyProperty that has not since been cured and, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date Knowledge of this Agreement have been properly exercisedthe Company, there are no material defects in the physical condition of any land, buildings or improvements constituting Leased Real Property. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) Section 4.16(a) of the Schedules sets forth a list of all real property (and the addresses thereof) owned by the Company or one of its Subsidiaries (the “Owned Real Property”). The Company does not ownor one of its Subsidiaries owns and has good, nor has it ever ownedvalid and marketable fee simple title, any real propertyfree and clear of all Liens (other than Permitted Liens), to all of its Owned Real Property. (b) Schedule 5.9(bSection 4.16(b) lists of the Schedules sets forth, as of the date hereof, a list of this Agreement all Real Property Leases. The material real property described on Schedule 5.9(b) is referred leased or subleased to as or by the "Company or any of its Subsidiaries (the “Leased Real Property." Copies ” and together with the Owned Real Property, the “Real Property”). To the Knowledge of the Company, the Company or a Subsidiary of the Company has a valid leasehold interest in all of its Leased Real Property, sufficient to conduct their respective businesses as currently conducted, free and clear of all written Liens (and summaries of except in all oral) Real Property Leases have been provided to Parent prior to the date of this Agreementcases for Permitted Liens). (c) All Leased The Real Property constitutes all of the real property used or occupied by the Company or any of its Subsidiaries that relates to or is used in and material to the business of the Company and its condition is suitable for its current use by the CompanySubsidiaries as currently conducted. (d) All buildingsThere are no leases, structuressubleases, improvementslicenses, fixtures, building systems and equipment, and concessions or other contractual obligations entered into by the Company granting to any Person other than a Subsidiary the right of use or occupancy of all components thereof, included in or any material portion of the Leased Owned Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Companyother than Permitted Liens. (e) To Except as set forth in Section 4.16(e) of the Company's knowledgeSchedules, there the Company or a Subsidiary are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each in sole possession of the Leased Real PropertiesProperty and have not assigned, and the Company has not received notice from any provider of such services of any changes required licensed, subleased, transferred, conveyed, mortgaged, encumbered or otherwise granted to any facilities used Person all or any portion of its respective interest in connection with any of the Leases or the right to use or occupy such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilitiesLeased Real Property other than Permitted Liens. (f) The No third party or parties have any options, rights of first offer or first refusal or any other similar right to purchase the Owned Real Property or any portion or interest therein. Neither the Company enjoys peaceful nor any Subsidiary is obligated under any outstanding and undisturbed possession exercised options, rights of each first offer or first refusal to purchase any of the Leased Real Property except as may be set forth in the applicable Lease. (g) Neither the condition, nor the use of the Owned Real Property or, to the Knowledge of the Company, the Leased Real Property, by the Company or its Subsidiaries, contravenes or violates any applicable zoning, use, occupancy, building, wetlands or environmental regulation, ordinance or other applicable Law relating to the use or operation of the Real Property which such contravention or violation would, individually or in the aggregate, reasonably be expected to be material to the Company or the applicable Subsidiary. (h) No eminent domain or condemnation Proceeding is pending or threatened in writing that would preclude or materially impair the use of any Owned Real Property or Leased Real Property. (gi) To As of the Company's knowledgedate hereof, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions property insurance claims with respect to any Owned Real Property or any portion thereof, or to the Knowledge of the Leased Real PropertiesCompany, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property or any portion thereof. As of the date hereof, neither the Company nor any Subsidiary has received any written notice from any insurance company or any board of fire underwriters (or any entity exercising similar functions) with respect to any Real Property or any portion thereof notifying the Company or any Subsidiary that the failure to perform any material repairs or alterations of any defects or inadequacies in such Real Property would materially adversely affect the insurability of the Real Property or result in a material increase of the premiums for the remaining term of the applicable Real Property Leaseinsurance thereof. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) The Company does not own, nor has it ever owned, any Schedule 2.11 sets forth a complete list of (i) all real property and interests in real property. , including improvements thereon and easements appurtenant thereto owned in fee by Consonus or any Consonus Subsidiary (bthe “Consonus Owned Real Properties”), (ii) Schedule 5.9(ball real property and interests in real property leased by Consonus or any Consonus Subsidiary with annual payments in excess of $10,000 (the “Consonus Real Property Leases” and, together with the Consonus Owned Properties, the “Consonus Real Properties”) lists as lessee or lessor, including a description of each such Consonus Real Property Lease (including the name of the third party lessor or lessee and the date of this Agreement the lease or sublease and all amendments thereto). Consonus and the Consonus Subsidiaries have good and marketable fee title to all Consonus Owned Real Property LeasesProperties, free and clear of all Liens of any nature whatsoever, except (A) those Liens set forth on Schedule 2.11 and (B) Permitted Exceptions. The Consonus Real Properties constitute all interests in real property described on Schedule 5.9(b) is referred to as currently used, occupied or currently held for use in connection with the "Leased business of Consonus or any Consonus Subsidiary. To the Knowledge of Consonus, all of the Consonus Real Property." Copies Properties and all of all written (and summaries of all oral) the properties covered by Consonus Real Property Leases have been provided to Parent prior to the date of this Agreement. (c) All Leased Real Property and its condition is suitable for its current use by the Company. (d) All buildings, structuresfixtures and improvements thereon, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property (i) are in good condition, operating condition (ordinary wear and tear excepted excepted) without structural defects, and all mechanical and other systems located thereon are suitable in good operating condition (ordinary wear and tear excepted), and no condition exists requiring material repairs, alterations or corrections and (ii) are suitable, sufficient and appropriate in all material respects for their current use by the Company. (e) uses. To the Company's knowledgeKnowledge of Consonus, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each none of the Leased improvements located on the Consonus Real PropertiesProperties constitutes a legal non-conforming use or otherwise requires any special dispensation, and the Company variance or special permit under any Laws. Consonus has not received notice from any provider of such services of any changes required delivered to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domainSTI, or any other taking by public authority with or without payment shall deliver to STI within 5 business days of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent true, correct and complete copies of (i) all subleases deeds, title reports, surveys, engineering reports, environmental reports, rent rolls, insurance claims history and repair history for the Consonus Owned Properties in Consonus’ possession or control, and (collectivelyii) the Consonus Real Property Leases, together with all amendments, modifications or supplements, if any, thereto. Except as set forth on Schedule 2.11, the "Subleases") entered into Consonus Owned Real Properties, and to the Knowledge of Consonus, the properties covered by the Company Consonus Real Property Leases, are not subject to any leases, rights of first refusal, options to purchase or rights of occupancy. (b) Each of Consonus and the Consonus Subsidiaries, as applicable, has a valid, binding and enforceable leasehold interest under each of the Consonus Real Property Leases under which it is a lessee, free and clear of all Liens other than Permitted Exceptions. Each of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and Consonus Real Property Leases is in full force and effect. Neither Consonus nor any Consonus Subsidiary is in material default under any Consonus Real Property Lease, and all necessary consents no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a default. Neither Consonus nor any Consonus Subsidiary has received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a material default by Consonus or any Consonus Subsidiary under any of the Consonus Real Property Leases and, to the Knowledge of Consonus, no other party is in material default thereof, and no party to any Consonus Real Property Lease has exercised any termination rights with respect thereto thereto. (c) Consonus and the Consonus Subsidiaries have been obtainedall certificates of occupancy and Permits of any Governmental Body necessary or useful for the current use and operation of each Consonus Real Property, and Consonus and the Consonus Subsidiaries have fully complied in all material respects with all conditions of the Permits applicable to them. No material default or violation, or event that with the lapse of time or giving of notice or both would become a material default or violation, has occurred in the due observance of any Permit. (d) There does not exist any actual or, to the Knowledge of Consonus, threatened or contemplated condemnation or eminent domain proceedings that affect any Consonus Owned Real Properties or any part thereof, and none of Consonus or any Consonus Subsidiary has received any written notice, oral or written, of the intention of any Governmental Body or other Person to take or use all or any part thereof. (e) None of Consonus or any Consonus Subsidiary has received any written notice from any insurance company that has issued a policy with respect to any Consonus Real Property requiring performance of any structural or other repairs or alterations to such Consonus Real Property. (f) Except as set forth on Schedule 2.11(f), Consonus and the Consonus Subsidiaries 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, assign or dispose of any real estate or any portion thereof or interest therein.

Real Property. (a) The Company Seller does not own, nor has it ever owned, own any real property. (b) Schedule 5.9(b) lists as of the date of this Agreement The Leased Real Property constitutes all Real Property Leasesused or occupied for the operation of the Business. The real property described on Schedule 5.9(b) is referred to as Seller has a valid and enforceable leasehold interest in all of the "Leased Real Property." Copies . No portion of all written (and summaries of all oral) Real Property Leases have been provided to Parent prior to the date of this Agreement. (c) All Leased Real Property and its condition is suitable for its current use by the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property are is leased or subleased to any third party, and no third party is in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each possession of any of the Leased Real PropertiesProperty. The Seller has provided the Purchaser with accurate, correct and complete copies of all written leases and other agreements relating to the Leased Real Property, including all amendments related thereto, and through the Company has not received notice from any provider notes to the Financial Statements summaries of such services the material terms of any changes required all un-written arrangements with respect to any facilities used in connection with such utilitiesthe Leased Real Property. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed Seller is in peaceable possession of each the Leased Real Property. (gc) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any None of the Leased Real PropertiesProperty is subject to any easements, nor has any notice rights of such a proposed condemnation been received by he Company. (h) To way, licenses, grants, building or use restrictions, exceptions, reservations, limitations or other impediments which materially and adversely affect the Company's knowledgevalue to the Business of the leasehold interest therein or which materially interfere with or impair the present and continued use thereof in the usual and normal conduct of the Business as currently conducted. Except as set forth on Schedule 6.6(c), the Company Leased Real Property is in good condition and repair (subject to normal wear and tear) and is sufficient for the operation of the Business as it is currently conducted. Except as set forth on Schedule 6.6(c), all of the Leased Real Property has been maintained and repaired consistent with past practice in a manner that is appropriate for the right continued operation of the Business. The Seller has not contracted for any material to conduct its business be furnished or labor to be performed in each connection with any improvements located on the Leased Real Property for the remaining term of the applicable Real Property Leasewhich (i) such work has not been completed, (ii) such material has not been furnished or (iii) payment has not been made. (id) With respect Neither the whole nor any portion of the Leased Real Property has been condemned, requisitioned or otherwise taken by any public authority, no notice of any such condemnation, requisition or taking has been received and, to the Knowledge of the Seller, no such condemnation, requisition or taking of the Leased Real Property is threatened. There are no public improvements pending or, to the Knowledge of the Seller, threatened that may result in special assessments against or otherwise affecting the Leased Real Property. Each building or other facility located at the Leased Real Property currently is served by gas, electricity, water, sewage and waste disposal and other utilities adequate to operate such building or facility in accordance with its current use, and none of the utility companies serving any such building or facility has threatened the Seller with any reduction in service. All of said utilities are installed and operating and all options installation and connection charges have been paid for in full. (e) The Leased Real Property is in material compliance with, and all buildings, structures, other improvements and fixtures on such Leased Real Property and the operations of the Business in or about any Leased Real Property therein conducted, conform in all material respects to renewall applicable health, fire, safety, zoning and building Laws and all applicable covenants, conditions and restrictions. The Leased Real Property includes all rights to any off-site facilities necessary to ensure compliance with all applicable Laws. The zoning of first offer each parcel of Leased Real Property permits the existing improvements and rights the continued operation of first refusal exercisable the Business by the Purchaser at such sites following the Closing in the manner operated by the Seller prior to the date of this Agreement have been properly exercisedClosing. The Seller has all easements and rights necessary or appropriate to conduct the Business at the Leased Real Property. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) The Section 3.23(a) of the Company does not ownDisclosure Schedule lists all the Real Property (as defined in Article X), nor has specifying the owner of each parcel thereof, and all such Real Property is suitable and adequate for the uses for which it ever owned, any real propertyis currently being used. (b) Schedule 5.9(bExcept as set forth in Section 3.23(b) lists as of the date Company Disclosure Schedule, the Company and the Subsidiaries are the sole owners of this Agreement all good, valid, fee simple, marketable and insurable (at standard rates) title to the Real Property Leases. The real property described on Schedule 5.9(b) is referred to as the "Leased Real Property." Copies respectively owned by them, including, without limitation, all buildings, structures, fixtures and improvements thereon, in each case free and clear of all written (and summaries of all oral) Real Property Leases have been provided to Parent prior to the date of this AgreementEncumbrances. (c) All Leased buildings, structures, fixtures and other improvements on the Real Property are fit for the uses to which they are currently devoted. All such buildings, structures, fixtures and its condition is suitable improvements on the Real Property conform to all Laws, except for its current use by any such non-conformance that would not have a Company Material Adverse Effect. Except as set forth in Schedule 3.23(c) of the CompanyCompany Disclosure Schedule, to the knowledge of the Company or any Subsidiary, the buildings, structures, fixtures and improvements on each parcel of the Real Property lie entirely within the boundaries of such parcel of the Real Property as specified in the description set forth in Section 3.23(a) of the Company Disclosure Schedule, and no structures of any kind encroach on the Real Property. (d) All buildingsExcept as set forth in Schedule 3.23(d) of the Company Disclosure Schedule, structuresto the knowledge of the Company or any Subsidiary, improvements, fixtures, building systems and equipment, and all components thereof, included in none of the Leased owned Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by is subject to any Agreement preventing or limiting the Company's or any Subsidiary's right to convey or to use it. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each No portion of the Leased Real PropertiesProperty or any building, structure, fixture or improvement thereon is the subject of any condemnation, eminent domain or inverse condemnation proceeding currently instituted or pending, and neither the Company nor any Subsidiary has not received notice from any provider knowledge that any of such services the foregoing are, or will be, the subject of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilitiesproceeding. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property has access to adequate electric, gas, water, sewer and telephone lines, to the extent necessary for the remaining term of uses to which the applicable Real Property Leaseis currently devoted. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) SECTION 2.17 of the Parent Disclosure Letter identifies all Owned Real Property and Leased Real Property. The Company does not ownCompanies and their Subsidiaries have good, nor has it ever ownedvalid and marketable fee simple title to the Owned Real Property, any real propertyand valid leasehold interests in the Leased Real Property, free and clear of all Liens, except: (i) as disclosed on Section 2.17 of the Parent Disclosure Letter and (ii) for Permitted Liens. (b) Schedule 5.9(b) lists as of the date of this Agreement all Real Property Leases. The real property described on Schedule 5.9(b) is referred to as the "Leased Real Property." Copies of all written (Companies and summaries of all oral) Real Property Leases have been provided to Parent prior to the date of this Agreement. (c) All Leased Real Property and its condition is suitable for its current use by the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys Subsidiaries enjoy peaceful and undisturbed possession of each all Leased Real Property. Except as disclosed on Section 2.17 of the Parent Disclosure Letter, to the Knowledge of the Companies, no material default exist with respect to any Leased Real Property. (gc) To Except as provided in Section 2.17 of the Company's knowledgeParent Disclosure Letter: (i) every certificate, there are no pending condemnation, eminent domain, permit or license from any other taking by public authority with or without payment of consideration therefor or similar actions with respect to Governmental Authority having jurisdiction over any of the Leased Owned Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Property and Leased Real Property for and any agreement, easement or other right that is necessary to permit the remaining term lawful use and operation of the applicable buildings and improvements on any of the Owned Real Property Lease. (i) With respect to the or Leased Real Property, all options Property or that is necessary to renew, rights of first offer permit the lawful use and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies operation of all subleases (collectivelydriveways, roads and other means of egress and ingress to and from any of the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, Owned Real Property or Leased Real Property has been obtained and have been for the terms thereof, in good standing and is in full force and effect, and there is no pending threat of modification or cancellation of any of same, except in each case for deviations from the foregoing set forth in this clause (i) which would not reasonably be expected to materially impair the continued use of such Owned Real Property or Leased Real Property for the use currently being made thereof; (ii) there are no material structural defects relating to any Owned Real Property or Leased Real Property that would materially impair the continued use of such Owned Real Property or Leased Real Property for the use currently being made thereof; (iii) there are no Owned Real Property building systems that are not in working order so as to materially impair the continued use of such Owned Real Property or Leased Real Property for the use currently being made thereof; or (iv) no physical damage has occurred to any Owned Real Property that would have a material adverse effect on the continued use of such Owned Real Property or Leased Real Property for the use currently being made thereof for which there is no insurance in effect covering the full cost (subject to retention amounts) of the restoration. (d) The Owned Real Property and Leased Real Property is sufficiently supplied with utilities and other services as necessary for the operation of such facilities as currently operated including, without limitation, adequate water, storm and sanitary sewer, gas, electric, cable and telephone facilities, all necessary consents with respect thereto of which run through public rights-of-way or perpetual private easements, requiring minimal payments, if any (except for deviations from the foregoing that would not materially impair the continued use of such Owned Real Property or Leased Real Property). (e) None of Parent, Sellers, the Companies or any of their Subsidiaries has received notice of any material special assessment relating to any Owned Real Property or Leased Real Property or any portion thereof, and neither Parent, Seller nor any Company has knowledge of any pending or threatened material special assessment. (f) There are no outstanding options or rights of first refusal to purchase all or a portion the Owned Real Property or Leased Real Property except as disclosed on Section 2.17 of the Parent Disclosure Letter. (g) Except the set forth on SECTION 2.17 of the Parent Disclosure Letter or reflected in the Company Capital Plan, there is no material construction at any of the Owned Real Property or Leased Real Property. No building or improvement, or the operation or maintenance thereof, violates in any way any restrictive covenant, or encroaches on any property owned by others that would have been obtaineda material adverse effect on the continued use of such Owned Real Property or Leased Real Property for the use currently being made thereof. (h) Prior to the date hereof, to the Knowledge of the Companies, the Companies have delivered to Purchaser true and correct copies of all title reports, title policies and surveys currently in Parent's, each Seller's and each Company's possession for each respective parcel of Owned Real Property or Leased Real Property.

Real Property. (a) None of the Group Companies owns or has legal or other right or interest in any land other than the land use rights (the “Land Use Rights”) as set forth in Section 3.18(ii)(a) of the Disclosure Schedule or as held pursuant to the Leases. Any land grant premium required under Applicable Laws in connection with securing such Land Use Rights has been fully paid. Except as otherwise would not reasonably be expected to have a Material Adverse Effect, none of the land with respect to which the Land Use Rights relate constitute arable land that has been converted to other uses, except as permitted by Laws. The Company does not own, nor has it ever owned, any real propertyparticulars of the Land Use Rights as set out in Section 3.18(ii)(a) of the Disclosure Schedule are true and complete in all material respects. (b) Schedule 5.9(bSection 3.18(ii)(b) lists as of the date Disclosure Schedule sets forth each leasehold interest held by any Group Company relating to any material real property (a “Lease”), indicating the parties to such Lease, the address of this Agreement all Real Property Leasesthe property demised under the Lease, the rent payable under the Lease and the term of the Lease. The real property described on particulars of the Leases as set out in Section 3.18(ii)(b) of the Disclosure Schedule 5.9(b) is referred to as the "Leased Real Property." Copies of are true and complete in all written (and summaries of all oral) Real Property Leases have been provided to Parent prior to the date of this Agreementmaterial respects. (c) Each Group Company, has obtained property ownership certification for any material plants, buildings, improvements and fixtures (if any) located on land with respect to which it holds Land Use Rights (collectively, the “Improvements”) as required by applicable Laws. All Leased Real Property of the Improvements are in good operating condition and its condition is suitable in a state of reasonable maintenance and repair (except for its current use by ordinary wear and tear) and are adequate for the Companyconduct of the business of such Group Company as currently conducted in all material respects. (d) All buildings, structures, improvements, fixtures, building systems The Real Property is free and equipment, clear of any and all components thereof, included material Liens except for those identified in Section 3.18(ii)(d) of the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by Disclosure Schedule (the Company“Mortgages”). (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each Except as disclosed in Section 3.18 of the Leased Disclosure Schedule and except that otherwise would not reasonably be expected to have a Material Adverse Effect, (A) none of the Group Companies uses any Real PropertiesProperty in the conduct of its business except insofar as it holds valid Land Use Rights and property ownership certification of the Improvements, and or has secured a Lease with respect thereto; (B) no default or event of default on the Company has not received notice from any provider of such services part of any changes required to any facilities used in connection Group Company, or event which, with such utilities. The Company the giving of notice or passage of time or both, would constitute a material default or event of default has no Knowledge occurred and is continuing unremedied or unwaived under the terms of any pending of the Land Use Rights, property ownership certification of the Improvements, the Leases or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilitiesMortgages. (f) The Company enjoys peaceful Except as disclosed in Section 3.18 of the Disclosure Schedule and undisturbed possession except that otherwise would not reasonably be expected to have a Material Adverse Effect, (A) the use and operation of each Leased the Real Property. Property is in compliance with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision, and land use laws; (gB) To none of the Company's knowledge, Group Companies has received notice from any Governmental Authority advising it of a violation (or an alleged violation) of any such laws or regulations; (C) there are no pending condemnation, eminent domainenvironmental, zoning or any other taking by public authority with proceedings, either instituted or without payment of consideration therefor or similar actions with respect planned to any be instituted, which would detrimentally affect the value of the Leased Real Properties, nor has any notice Property or the use and operation of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Leaseits intended purpose. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) The Company does not ownSchedule 3.18(a)(i) sets forth an accurate and complete list of the Owned Real Property that is material to the Business(the “Scheduled Owned Real Property”). Schedule 3.18(a)(ii) sets forth an accurate and complete list of the Leased Real Property that contains manufacturing and assembly facilities (the “Scheduled Leased Real Property” and, nor has it ever ownedtogether with the Scheduled Owned Real Property, any real propertythe “Scheduled Real Property”). (b) Schedule 5.9(b) lists as The Real Property owned or leased by the IPG Entities constitutes all the material real property that is used or held for use primarily in the conduct of the date of this Agreement all Business as currently conducted. No Person other than the IPG Entities has the right to use the Scheduled Real Property Leasesand there are no shared facilities or services at the Scheduled Real Property which are used in connection with any Retained Business. The real property described on Schedule 5.9(b) is referred There are no pending or, to as the "Leased knowledge of the Sellers, threatened condemnation proceedings, expropriation or other proceeding in eminent domain with respect to any Scheduled Real Property." Copies . With respect to the Scheduled Owned Real Property, (i) the IPG Entities have good and marketable indefeasible fee simple title to such Owned Real Property, free and clear of all written liens and encumbrances, except Permitted Liens and (and summaries ii) other than the rights of all oral) Buyer pursuant to this Agreement, to the knowledge of the Sellers, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Scheduled Owned Real Property Leases have been provided to Parent prior to the date of this Agreementor any portion thereof or interest therein. (c) All Schedule 3.18(c) sets forth an accurate and complete list of any lease covering Scheduled Leased Real Property (the “Leases”). Each Lease is a valid and binding agreement of the IPG Entity party thereto, enforceable in accordance with its condition is suitable for its current use terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipmentdiscretion of any Governmental Authority before which any Action seeking enforcement may be brought, and all components thereofexcept as would not reasonably be expected, included individually or in the aggregate, to result in material Liability to the IPG Entities, taken as a whole, or otherwise materially interfere with the conduct of the Business in substantially the manner currently conducted. None of the IPG Entities are in default of, or have received any written notice of any default or event that, with notice or lapse of time, or both, would constitute a default by the IPG Entities under any Lease, except as would not reasonably be expected, individually or in the aggregate, to result in material Liability to the IPG Entities, taken as a whole, or otherwise materially interfere with the conduct of the Business in substantially the manner currently conducted. To the knowledge of the Sellers, no other party to a Lease is in default of such Lease, except for any such defaults that would not reasonably be expected, individually or in the aggregate, result in material Liability to the IPG Entities, taken as a whole, or otherwise materially interfere with the conduct of the Business in substantially the manner currently conducted. Parent has delivered to Buyer a true and complete copy of each Lease (including all material amendments, extensions, renewals, guaranties and other agreements with respect thereto) to the extent in Parent’s possession and readily available. No IPG Entities’ possession and quiet enjoyment of the Scheduled Leased Real Property are in good conditionunder any Lease has been disturbed, ordinary wear and tear excepted and are suitable in all material respects for their current use by to the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each knowledge of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each Leased Real Property. (g) To the Company's knowledgeSellers, there are no disputes pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions threatened with respect to any Lease. Other than (i) those agreements, arrangements or understandings that are contemplated by this Agreement and the other Transaction Documents, including the Transition Services Agreement, the License Agreement and the Reverse Transition Services Agreement, (ii) those agreements, arrangements or understandings that are contemplated by or otherwise addressed in the Reorganization Documents, (iii) the Affiliate Transactions and (iv) subleases, licenses or rights to use or occupy that would be not reasonably be expected, individually or in the aggregate, to materially interfere with the conduct of the Leased Real PropertiesBusiness in substantially the manner currently conducted, nor no IPG Entity has subleased, licensed or otherwise granted any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has Person the right to conduct its business in each Leased use or occupy any Real Property for the remaining term of the applicable Real Property Leaseor any portion thereof. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. Except as would not reasonably be expected to have a Material Adverse Effect: (a) The Company does not ownOne or more of Seller or its Subsidiaries, nor as applicable, has it ever ownedgood and marketable fee simple title to the Transferred Owned Real Property and valid title to the leasehold estate or license interest (as lessee, any real propertysublessee or licensee) in the Transferred Leased Real Property, in each case, free and clear of all Liens, except for Permitted Liens. (b) Schedule 5.9(b4.16(b) lists as sets forth the address of the date all Transferred Real Properties, and a true and complete list of this Agreement all Transferred Real Property Leases. The real property described on Schedule 5.9(bLeases (including all amendments and guaranties with respect thereto) is referred to as the "for each Transferred Leased Real Property." Copies . The Transferred Real Properties identified in Schedule 4.16(b) comprise all of all written (and summaries of all oral) Real Property Leases have been provided to Parent prior the real property that are Related to the date of this AgreementBusiness. (c) All Leased With respect to each Transferred Owned Real Property: (A) except as set forth in Schedule 4.16(c), neither Seller nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Transferred Owned Real Property or any portion thereof and (B) other than the right of Buyer pursuant to this Agreement, neither Seller nor any of its condition is suitable for its current use by the CompanySubsidiaries has granted any outstanding options, rights of first offer or rights of first refusal to purchase such Transferred Owned Real Property or any portion thereof or interest therein. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included Neither Seller nor any Subsidiary is a party to any agreement or option to purchase any real property or interest therein which is used or contemplated to be used in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the CompanyBusiness. (e) To Seller has made available to Buyer a true and complete copy of each material Transferred Real Property Lease. All leases, subleases or licenses for the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Transferred Leased Real PropertiesProperty under which Seller or any of its Subsidiaries is a lessee, sublessee or licensee are in full force and effect and are enforceable as against Seller or its applicable Subsidiary, and to the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of Seller, as against any pending or threatened moratoriums or restrictions that are reasonably likely other counterparty thereto in accordance with their respective terms, subject to adversely affect the cost or availability of any public utilitiesBankruptcy and Equity Exception. (f) The Company enjoys peaceful and undisturbed possession Except as set forth in Schedule 4.16(f), with respect to each of each the Transferred Real Property Leases: (i) neither Seller, its Subsidiaries nor, to the Knowledge of Seller, any other party to the Transferred Real Property Lease is in breach or default in any material respect under such Transferred Real Property Lease; (ii) Seller or any Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Transferred Leased Real PropertyProperty or any portion thereof; and (iii) Seller or any Subsidiary has not collaterally assigned or granted any other security interest in such Transferred Real Property Lease or any interest therein, except for Permitted Liens and except for collateral assignments and security interests that will be released at Closing (if any). (g) To the Company's knowledge, there are no pending condemnation, eminent domain, None of Seller or any other taking by public authority with or without payment of consideration therefor or similar actions its Subsidiaries has received any written notice from any Government Authority asserting any violation of applicable Laws with respect to any Transferred Real Properties that remains uncured as of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he CompanyAgreement Date. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, the Company has delivered to Parent copies of all subleases (collectively, the "Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.