Common use of Real Property Clause in Contracts

Real Property. (a) The Company 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 be 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 not 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 portion thereof or interest therein. (b) Section 4.17(b) of the Company Disclosure Letter sets forth a true, correct and complete list of (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”) pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Property. (c) 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, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Lease. (f) 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.

Real Property. (a) The No Indigo Group Company SEC Documents list all material owns any real property owned by the Company or any of its Subsidiaries (collectively, including the improvements thereof, the “Owned Real Property”)property. Except as would not be 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 not 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 portion thereof or interest therein. (b) Section 4.17(b) 4.15 of the Company Indigo Parent Disclosure Letter sets forth a true, correct and complete list as of (i) the date of this Agreement of all material real property and interests in real property leased by the any Indigo Group Company or any of its Subsidiaries (collectivelyeach, including the improvements thereon, the an “Indigo Leased Real Property”), ) and (ii) all leases, identifies the leases or subleases and material licenses or other occupancy agreements, including all amendments and modifications thereto (collectively, the “demising such Indigo Leased Real Property Leases(each, an “Indigo Real Property Lease”) pursuant ). An Indigo Group Company has good and valid title to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the leasehold estates in all Indigo Leased Real Property. (c) 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 each case free and clear of all Liens, except (i) Liens securing indebtedness reflected in the latest Indigo Financial Statements, (ii) Liens consisting of zoning or planning restrictions, permits, easements, covenants and other restrictions or limitations on the use or occupancy of real property or irregularities in title thereto, which do not materially impair the use of such property as it is presently used or intended to be used in connection with the Indigo Business, (iii) Liens for current Taxes and assessments not yet past due or the amount or validity of 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 in the aggregate, materially and adversely affect the use and operation of such assets as they are presently used and operated or intended to be used and operated in connection with the Indigo Business (the items in clauses (i) through (v), collectively, “Indigo 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, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Lease. (f) 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.

Real Property. (a) The Section 4.22(a) of the Company SEC Documents list Disclosure Schedule contains a true and complete description of all material real property owned by the Company or any of and its Subsidiaries subsidiaries (collectively, including the improvements thereof, the “Owned Real Property”)) as of the date hereof. Except as would not be material to the The Company and its Subsidiaries, taken as a whole, neither the Company nor any of its Subsidiaries is a party subsidiaries have good and valid title to a contract of sale to purchase real property in which the conveyance contemplated therein has not 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 portion thereof or interest therein. (b) Section 4.17(b) of the Company Disclosure Letter sets forth a true, correct and complete list of (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”) pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Property. (c) 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 Liens (other than Permitted Liens). The None of the Owned Real Property and the Leased Real Property constitute all of the real property used by the Company is subject to any option, lease, license, sublease 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, other occupancy agreement granting to the Knowledge of the Company, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party right to any of the Real Property Leases alleging that the Company use, occupy or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Lease. (f) There are no pending or, to the Knowledge of the Company, threatened condemnation or eminent domain proceedings, lawsuits or administrative actions relating to enjoy any portion of the Owned Real Property or to obtain title to the Owned Real Property. (b) Section 4.22(b) of the Company Disclosure Schedule contains a true and complete list of all leases, licenses, subleases and occupancy agreements, together with any amendments thereto (the “Leases”), with respect to all real property leased, licensed, subleased or otherwise used or occupied by the Company and its subsidiaries as lessee or sublessee (the “Leased Real Property” and, together with the Owned Real Property, the “Company Real Property”). True, complete and accurate copies of the Leases have been made available to Buyer and Acquisition Sub prior to the date hereof. (c) To the knowledge of the Company, the Owned Real Property and the Company’s current operation thereof is 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 manner have been issued by the applicable Governmental Authority and remain in full force and effect. (d) To the knowledge of the Company, no condemnation, requisition or taking by any public authority has been threatened or contemplated, and the Company has not received any notice of such 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 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 or affecting creditors’ rights or by general equity principles, and (ii) each of the Leases is in full force and effect. (f) To the knowledge of the Company, there is no violation or default (nor does there exist any condition, which with the passage of time or the giving of notice or both, would cause such a violation or default) by the Company or any of its subsidiaries, under any of the Leases except for such violations or defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Real Property. (a) The Company SEC Documents list all material does not own, nor has it ever owned, any real property owned by the Company or any of its Subsidiaries (collectively, including the improvements thereof, the “Owned Real Property”). Except as would not be 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 not 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 portion thereof or interest thereinproperty. (b) Section 4.17(bSchedule 5.9(b) lists as of the Company Disclosure Letter sets forth a true, correct and complete list date of (i) this Agreement all material Real Property Leases. The real property leased by described on Schedule 5.9(b) is referred to as the Company or any of its Subsidiaries (collectively, including the improvements thereon, 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 (ii) all leasescomponents thereof, subleases and material licenses or other occupancy agreements, including all amendments and modifications thereto (collectively, included in the “Leased Real Property Leases”are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) pursuant to which 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 its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the each Leased Real Property. (cg) Except as would not be material to To the Company and its SubsidiariesCompany's knowledge, taken as a wholethere are no pending condemnation, eminent domain, or as set forth in Section 4.17(c) any other taking by public authority with or without payment of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is party to any lease consideration therefor 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, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party 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 Leases alleging that for the Company or any remaining term of its Subsidiaries or such other party, as the case may be, is in default under such applicable Real Property Lease. (fi) There are no pending or, With respect 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. As of the Closing Date, (ai) Schedule 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, subleased or otherwise occupied or utilized by any Loan Party, as 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. (ii) The Company SEC Documents list Real Property and the current use thereof complies in all material respects with (i) 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 Borrower and the Loan Parties has obtained all material 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 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 is in material conformity with the 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. (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 Real Property owned by Loan Parties is free from structural defects and all building systems contained therein are in good working order and condition, ordinary wear and tear excepted, suitable for the Company purposes for which they are currently being used. (viii) No Person other than the Companies has any possessory interest in any Real Property or right to occupy any Real Property except for leases, subleases and concessions (i) in the ordinary course of its Subsidiaries business and (collectively, including the improvements thereof, the “Owned Real Property”). Except as would not be material ii) on terms no less favorable to the Company and its Subsidiaries, taken as a whole, neither Companies than terms that were available to unaffiliated parties in the Company nor any of its Subsidiaries is a party to a contract of sale to purchase real property in which market generally at the conveyance contemplated therein has not yet been consummated, and there time entered into. There are no outstanding options to purchase or rights of first refusal or rights of first offer to purchase the parcel, or restrictions on transferability affecting any portion thereof or interest therein. (b) Section 4.17(b) of the Company Disclosure Letter sets forth a true, correct and complete list of (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”) pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased owned Real Property. (cix) Except as could not reasonably be expected to have a material adverse effect on the affected Property, (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, electric, telephone, sewer, sanitary sewer and storm drain facilities, (ii) all public utilities necessary to the continued use and enjoyment of the Real Property and the Companies have the legal right to the continued use thereof, (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 Real 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 be material to materially interfere with the Company 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 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 operation of any of the Owned Real Property or the Leased Real Property. (dx) Except as would not have a Company Material Adverse Effect, the Company and/or its Subsidiaries have good fee simple title to all Owned No building or structure constituting Real Property or any appurtenance thereto or equipment thereon, or the use, 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 use or could materially adversely affect the value of such building, structure or appurtenance or which encroachment is necessary for the operation of the business at any Real Property. All buildings, structures, appurtenances and valid leasehold, subleasehold or license interests in all Leased equipment necessary for the use of each Mortgaged Real Property free and clear of all Liens, except Permitted Liens. The Owned Real Property and for the Leased Real Property constitute all of purpose for which it is currently being used are located on the real property used encumbered by the Company or any of its Subsidiaries in the operation of their respective businessessuch Mortgage. (exi) Neither the Company nor any Each parcel of its Subsidiaries Real Property, including each lease, has received notice of any default under any of the material provisions of any adequate available parking to meet legal and operating requirements (after taking into account reciprocal easement agreements and other easements on adjoining or nearby land). (xii) No portion of the Real Property Leases owned by a Loan Party has suffered any material damage by fire or other material casualty loss that has not heretofore been cured, and, substantially repaired and restored to the Knowledge of the Company, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any original condition. No portion of the Real Property Leases alleging that owned by a Loan Party (other than the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Leaselocated in Willimantic, Connecticut for which Borrower has flood insurance) is located in a special flood hazard area as designated by any federal governmental authorities. (f) 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.

Real Property. (a) The Company 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 be 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 not 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 portion thereof or interest therein. (b) Section 4.17(b4.19(a) of the Company Disclosure Letter sets forth a true, correct and complete list list, as of the date of this 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 terms 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: (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 material real property leased Liens, except for Permitted Liens. (ii) 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 (collectively, including the improvements thereon, the “Leased Real Property”), and (ii) all leases, subleases and material licenses or other occupancy agreementsSubsidiaries, including all amendments amendments, terminations and modifications thereto thereof (collectively, the “Real Property Leases”) pursuant ), and none of such Real Property Leases has been modified in any material respect, except to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant extent that such modifications have been disclosed by the copies delivered to other occupancy arrangements) the Leased Real PropertyAcquiror. (ciii) Except as would not be material to the Company The Company’s and its Subsidiaries’, taken as a wholeapplicable, or as set forth in Section 4.17(c) possession and quiet enjoyment 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 under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or to the knowledge of the real property used by Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any of its Subsidiaries in right to use or occupy the operation of their respective businessesLeased Real Property or any portion thereof. (ev) Neither the Company nor any of its Subsidiaries has received written notice of any default under any condemnation proceeding or proposed similar Action or agreement for taking in lieu of the material provisions of any of the Real Property Leases that has not been cured, and, to the Knowledge of the Company, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Lease. (f) There are no pending or, to the Knowledge of the Company, threatened condemnation or eminent domain proceedings, lawsuits or administrative actions relating with respect to any portion of the Owned Real Property or the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

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 SEC Documents list all material real property owned by or one of the Company or any of its Subsidiaries (collectivelySubsidiaries, including the improvements thereofas applicable, the “has good and marketable indefeasible fee simple title to all Owned Real Property”), free and clear of all Liens other than Permitted Liens. Except The Company or a Company Subsidiary, as would not be material applicable, has exclusive possession of each Owned Real Property, other than any use and occupancy rights, without any options to purchase, granted to third-party tenants or licensees pursuant to agreements entered into in the Company and its Subsidiaries, taken as a whole, neither the Company nor any ordinary course of its Subsidiaries is a party to a contract of sale to purchase real property in which the conveyance contemplated therein has not 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 portion thereof or interest thereinbusiness. (b) Section 4.17(b) None of the Company Disclosure Letter sets forth a true, correct and complete list of (i) all material real property leased by and/or the Company Subsidiaries is in material default or violation of, or not in compliance with, any Law applicable to its occupancy of its Subsidiaries (collectivelythe Leased Real Property subject to the Leases, including and no event has occurred or circumstance exists which, with the improvements thereondelivery of notice, the “Leased Real Property”)passage of time, and (ii) all leasesor both, subleases and would constitute such a material licenses breach or other occupancy agreements, including all amendments and modifications thereto (collectively, the “Real Property Leases”) pursuant default. With respect to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) 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 Liens other than Permitted Liens. (c) Except as would not be material to The Company and the Company Subsidiaries have a valid 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 enforceable right to occupy all or use any portion of any of real property that is used in the business but is not 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, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Lease. (f) There are no existing, pending or, to the Knowledge of the Company, threatened condemnation or in writing appropriation, condemnation, eminent domain proceedings, lawsuits or administrative actions relating to similar proceedings that affect any portion of the Owned Real Property or or, to the Knowledge of the Company, Leased Real Property. As of the date hereof, neither the Company nor any Company Subsidiary has received any written notice of the intention of any Governmental Entity or other person to take or use any of the Real Property.

Real Property. (aExcept as set forth in Section 5.1(l) The Company SEC Documents list all material of the Disclosure Schedule, the Purchased Facility and the PDX Facility are the only real property owned or leased by the Company Seller that are used by the Seller as of the Effective Date in connection with plant traits research and development. EPS or any of its Subsidiaries (collectively, including the improvements thereof, the “Owned Real Property”). Except as would not be material Agrinomics has good and marketable title in fee simple to the Company Purchased Facility, free and its Subsidiariesclear of all Encumbrances, taken as a wholeexcept Permitted Encumbrances. The PDX Facility Lease is in full force and effect, neither and there exists no default under such lease by EPS or, to the Company knowledge of the Seller, any other party thereto, nor any event which, with notice or lapse of its Subsidiaries 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 a party subject to a contract 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 sale compensation therefore, nor, to purchase real property the knowledge of the Seller, has any 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 the Purchaser to use the Purchased Facility or the PDX Facility for the purposes for which the conveyance contemplated therein has not yet been consummatedthey are currently being used, and there are no outstanding options latent defects or rights of first refusal adverse physical conditions affecting the Purchased Facility or rights of first offer to purchase the parcelPDX Facility, or any portion thereof or interest therein. (b) improvements thereon. As of the Effective Date and except as otherwise provided in Section 4.17(b6.1(c) of the Company Disclosure Letter sets forth a true, correct and complete list of (i) all material real property leased by the Company or any of its Subsidiaries (collectively, including the improvements thereonContract Research Agreement, the “Leased Real Property”), and (ii) all leases, subleases and material licenses or other occupancy agreements, including all amendments and modifications thereto (collectivelyPDX Facility, the “Real Property Leases”) pursuant Purchased Facility and the Purchased Operative Assets are in good working order and are sufficient for EPS to which fulfill its obligations under the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether Contract Research Agreement as a tenant, subtenant or pursuant to other occupancy arrangements) contemplated in the Leased Real Property. (c) Except Research Plan in effect 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 PropertyEffective Date. (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, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Lease. (f) 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.

Real Property. (a) The Subject to the immediately succeeding sentence, Section 4.13(a) of the Company SEC Documents list Disclosure Letter lists the common street address for all material real property owned by the Company or any Company Subsidiary in fee as of its Subsidiaries the date hereof, and the Company Subsidiary owning such real property (collectivelysuch real property interests are, including as the improvements thereofcontext 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 not, individually or in the aggregate, reasonably be material expected to have a Company Material Adverse Effect, the Company or a Company Subsidiary has good and its Subsidiariesmarketable fee simple title to all Owned Real Property, taken as a whole, neither the Company nor any in each case free and clear of its Subsidiaries is a party to a contract of sale to purchase real property in which the conveyance contemplated therein has not 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 portion thereof or interest thereinall Liens except for Permitted Liens. (b) Subject to the immediately succeeding sentence, Section 4.17(b4.13(b) of the Company Disclosure Letter sets forth a true, correct and complete list of (i) lists the common street address for all material real property leased by in which the Company or any of its Subsidiaries (collectivelya Company Subsidiary holds as a lessee or sublessee a leasehold, sublease, or other occupancy interest, including a ground lease interest (as the improvements thereoncontext may require, individually or collectively, the “Company Leased Real Property”), and (ii) all leaseseach lease, subleases and material licenses sublease or other occupancy agreementsagreement, including all amendments and modifications thereto (collectivelyeach ground lease, the “Real Property Leases”) for such real property pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether a Company Subsidiary holds as a tenantlessee or sublessee a leasehold or sublease interest, subtenant including each amendment, guaranty or pursuant 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 arrangements) interest as a lessee, sublessee or occupant in the Company Leased Real PropertyProperty 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 have been made available to NXDT. (c) Except Section 4.13(c)(i) of the Company Disclosure Letter discloses, as would not be material to of the date hereof, the budgeted operating expenses of the Company and its Subsidiariesthe Company Subsidiaries through December 31, taken 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 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 “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) Section 4.13(d) of the Company Disclosure Letter, sets forth the amount of brokerage commissions or fees per Owned Real Property or Company Leased Real Property that are now due or which would reasonably be expected to become due from the Company or any Company Subsidiary with respect to any individual Company Space Lease as of the date hereof. (e) Neither the Company nor any Company Subsidiary has entered into any contract or agreement (collectively, the “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, invest, join, partner, have any material interest in (whether characterized as a wholecontingent fee, profits interest, equity interest or otherwise) or have the right to any of the foregoing in any proposed or anticipated investment opportunity, joint venture, partnership or any other current or future transaction or property in which the Company or any Company Subsidiary has or will have a material interest, including those transactions or properties identified, sourced, produced or developed by such Participation Party (a “Participation Interest”). (f) Except as set forth in the Company Space Leases or in Section 4.17(c4.13(f) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries Company Subsidiary is a party to any lease or sublease material agreement pursuant to any third party demising to such third party any right to occupy all which a Person other than the Company or any portion wholly-owned Company Subsidiary manages or manages the development of any of the Owned Real Property or the Leased Real PropertyProperties. (dg) Except for the Company Material Contracts identified in Section 4.16(b)(viii) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary is bound by any unexpired option to purchase agreement, right of first refusal or first offer or any other 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 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 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 not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, as of the date hereof, none of the Company or 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 Owned Real Properties, 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/or its and the Company Subsidiaries have good fee simple and valid title to to, or a valid and enforceable leasehold interest in, all material personal property held or used by them at the Owned Real Property and valid leaseholdProperty, subleasehold or license interests in all Leased Real Property free and clear of all Liens, except Liens other than Permitted Liens. The Owned Real Property and the Leased Real Property constitute all . (k) Other than as set forth in Section 4.13(k) of the real property used by Company Disclosure Letter, to the knowledge of the Company, as of the date hereof, none of the Company or any of its the Company 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 operation aggregate, in excess of their respective businesses$250,000. (el) None of the 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, in each case which has had, or would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (m) Neither the Company nor any of its the Company Subsidiaries has received notice are the holders, owners or beneficiaries 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, except as would not have mortgage note or other Indebtedness secured by real property payable by a Person other than a wholly-owned Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property LeaseSubsidiary. (f) 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.

Real Property. (ai) The Company SEC Documents list Section 3.1(aa)(i) of the MPX Disclosure Letter lists all material real property owned by MPX Owned Properties and sets forth the Company or any of its Subsidiaries (collectively, including the improvements thereof, the “Owned Real Property”)municipal addresses thereto. Except as would not be material has been specifically disclosed by MPX Group to iAnthus in the MPX Disclosure Letter, and 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 MPX Owned Properties, or to purchase or acquire any MPX Owned Properties. (ii) The MPX Data Room contains true and complete copies of all Leases, which are set out in the Section 3.1(aa)(ii) of the MPX Disclosure Letter. (iii) No consents or prior written notices are required with respect to the Company and its SubsidiariesLeases, taken except as a wholeset 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, neither the Company nor including any of its Subsidiaries is a party to a contract of sale to purchase real property in which the conveyance contemplated therein has not yet been consummatedmaterial building, and 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 options work orders, non-compliance orders, deficiency notices or rights other such notices relative to any of first refusal or rights of first offer to purchase the parcel, or any portion thereof or interest thereinMPX Properties. (bv) Section 4.17(b) of the Company Disclosure Letter sets forth a true, correct and complete list of (i) all material real property leased No amounts are owing 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”) pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Property. (c) Except as would not be material to the Company and its Subsidiaries, taken as a whole, or as set forth MPX Group 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 respect of any of the Owned Real Property 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 Leased Real Property. (d) Except as would not have a Company Material Adverse Effectconstruction, the Company and/or its Subsidiaries have good fee simple title to all Owned Real Property and valid leasehold, subleasehold alteration or license interests in all Leased Real Property free and clear repair 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 on any of the material provisions of any of the Real Property Leases that has not MPX Properties have been cured, paid in full and, to the Knowledge knowledge of MPX, no one has filed any construction, builders’, mechanics’ or similar liens relating to the Company, except as would not have a Company Material Adverse Effect, neither the Company nor any supply of its Subsidiaries has received any written communication from, work or given any written communication to, any third party that is a party materials to or on any of the Real Property Leases alleging MPX Properties with respect to amounts that the Company or any of its Subsidiaries or such other party, as the case may be, is are not in default under such Real Property Leasearrears. (fvi) There are Other than MPX Permitted Encumbrances, no pending 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 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 Companydate hereof, threatened condemnation complied in all material respects with their respective obligations under the Leases and to the knowledge of MXP, there exists no claim of any kind or eminent domain proceedings, lawsuits right of set-off against MPX Group as tenant by a landlord or administrative actions relating to any portion against a landlord by MPX Group as tenant as of the Owned Real Property date hereof. (viii) MPX Group as tenant is in actual possession of the MPX Leased Properties. MPX Group is not in arrears of rent required to be paid pursuant to the applicable Lease with respect to the MPX Leased Properties. (ix) MPX Group as tenant has no right to extend, right of termination, option to purchase, or right of first refusal with respect to the MPX Leased Real PropertyProperties except as set out in Section 3.1(aa)(ix) of the MPX Disclosure Letter.

Real Property. (a) The Section 3.13(a) of the Company SEC Documents list all material Disclosure Schedule lists by address each parcel of real property owned 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, taken as a whole (the “Owned Properties”). (b) Section 3.13(b) of the Company Disclosure Schedule lists by address each parcel of real property leased or subleased by the Company or any Subsidiary that is 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 “Properties”), with any guaranty given by the Company or any Subsidiary in connection therewith. To the best of 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 (collectivelyi) 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 improvements thereof, conduct of the “Owned Real Property”). Except as would not be material to business of the Company and its the Subsidiaries, taken as a whole, neither the or would not have a 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 not 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 portion thereof or interest therein. (b) Section 4.17(b) of the Company Disclosure Letter sets forth a true, correct and complete list of (i) all material real property leased by the Company or any of its Subsidiaries Material Adverse Effect (collectively, including the improvements thereon, the “Leased Real PropertyPermitted Liens”), . True and (ii) complete copies of all leases, subleases and material licenses or other occupancy agreements, including all amendments and modifications thereto (collectively, the “Real Property Leases”) pursuant to agreements under which the Company or any of its Subsidiaries leasesowns, subleases, licenses leases or otherwise occupies (whether as a tenant, subtenant or pursuant subleases the Properties have been made available to other occupancy arrangements) the Leased Real Property. (c) 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) Parent. 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 one of its Subsidiaries has received notice of any default under any the right to the use and occupancy of the material provisions of any Properties, subject to the terms of the Real Property Leases that has not been curedapplicable deed, and, to the Knowledge of the Company, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, lease or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Leasesublease relating thereto and Permitted Liens. (f) 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.

Real Property. (a) The Company SEC Documents list all material Schedule 4.9(a) of the PECO Disclosure Letter lists the parcels of real property owned by that, together with the Company or any of its Subsidiaries (collectivelystructures and improvements thereon, including constitute the improvements thereof, the “Owned PECO Real Property”), and sets forth the applicable PECO Entity owning such PECO Real Property. Except as would not be material to disclosed in title insurance policies and reports (and the Company documents or surveys referenced in such policies 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 not 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 portion thereof or interest therein. (b) Section 4.17(b) of the Company Disclosure Letter sets forth a true, correct and complete list of reports): (i) all material real property leased by each PECO Entity owns fee simple title to each of the Company or any PECO Real Properties, free and clear of its Subsidiaries (collectivelyLiens, including the improvements thereon, the “Leased Real Property”), except for Permitted Liens; and (ii) all leasesexcept as has not had and would not, subleases and material licenses individually or other occupancy agreementsin the aggregate, including all amendments and modifications thereto (collectively, the “Real Property Leases”) pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as have a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Property. (c) 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 LetterPECO Material Adverse Effect, neither the Company PECO nor any PECO Entity has received written notice of its Subsidiaries is party to any lease uncured violation of any Law (including zoning, building or sublease to any third party demising to such third party any right to occupy all or similar Laws) affecting any portion of any of the Owned 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) 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 PECO Real Properties or the Leased Real Propertyimprovements thereon that have not been 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) PECO and 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 use by them. Neither PECO’s, nor the PECO Entities’, ownership of any such personal property is subject to any Liens, other than Permitted Liens. (d) Except as would not not, individually or in the aggregate, reasonably be expected to have a Company PECO Material Adverse Effect, the Company and/or its Subsidiaries have good fee simple title to all Owned Real Property and valid leasehold, subleasehold Effect 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 as set forth on Schedule 4.9(d) of the real property used by the Company or any of its Subsidiaries in the operation of their respective businesses. PECO Disclosure Letter, (ei) Neither the Company neither PECO 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, PECO Entity is and, to the Knowledge of the CompanyPECO, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication fromno other party is in breach or violation of, or given any written communication todefault under, any third party Material PECO Lease, (ii) no event has occurred that is would result in a party to breach or violation of, or a default under, any of the Real Property Leases alleging that the Company Material PECO Lease by PECO or any of its Subsidiaries or such other partyPECO Entity, as the case may be, is in default under such Real Property Lease. (f) There are no pending or, to the Knowledge of PECO, any other party thereto (in each case, with or without notice or lapse of 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 Companybeneficiary or has the right to become a beneficiary of a loan or forbearance from PECO or any PECO Entity in excess of $500,000 in the aggregate, threatened condemnation and (iv) each Material PECO Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect with respect to the Company or eminent domain proceedingsa Company Subsidiary and, lawsuits to the Knowledge of PECO with respect to the other parties thereto, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or administrative actions 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 portion amounts payable under such Material PECO Lease and no tenant under a Material PECO Lease has exercised a purchase option or right of the Owned Real Property 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 the Leased Real Propertythat such tenant or other party intends to cease operations of such store.

Real Property. (a) The Company SEC Documents list all material members of the Commercial Air Group do not own any real property and have not owned by the Company or any of its Subsidiaries (collectively, including the improvements thereof, the “Owned Real Property”). Except as would not be 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 Canadian real property at any time in which the conveyance contemplated therein has not yet been consummated, and there are no outstanding options or rights of first refusal or rights of first offer sixty (60) months prior to purchase the parcel, or any portion thereof or interest thereinClosing. (b) Section 4.17(b3.12(b) of the Company Seller Disclosure Letter Schedule sets forth a true, correct complete and complete accurate list of (i) all material real property leased that the members of 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 (other than any such real property that is primarily used by Seller and its Affiliates for purposes other than the Company or any of its Subsidiaries Business) (collectively, including the improvements thereon, the “Leased Real Property”), ) and (ii) all the leases, subleases subleases, licenses and material licenses occupancy agreements by or other occupancy agreementsunder which the members of 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, including and all amendments amendments, renewals and modifications thereto extensions thereof (collectively, the “Real Property Leases”) pursuant ). Seller has made available to which Purchaser true and complete copies of all Real Property Leases. The members of the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Property. (c) Except as would not be material to the Company and its Subsidiaries, taken as a wholeCommercial Air Group have, or as set forth in Section 4.17(cof Closing will have, a leasehold or subleasehold (as applicable) 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 interest in all Leased Real Property 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 Except as would not be material to 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 Business, all Real Property Leases that 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 considered in a proceeding in equity or at Law). Seller has not been curedreceived any written notice of any, and, and to the Knowledge of the CompanySeller there is no, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in material default under any such Real Property Lease. (f) There are no pending or, to the Knowledge of the Company, threatened condemnation lease or eminent domain proceedings, lawsuits or administrative actions relating to any portion of the Owned Real Property or sublease affecting the Leased Real Property.

Real Property. (a) The Section 4.16(a) of the Company SEC Documents 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 (collectively, including the improvements thereof, the “Company Owned Real Property”). Except as would not be material to the The Company and each of its SubsidiariesSubsidiaries has good and valid title in fee simple to all Company Owned Real Property, taken free and clear of all Liens of any nature whatsoever, except (i) Liens for current Taxes, payments of which are not yet delinquent or are being disputed in good faith, (ii) such imperfections in title and easements and encumbrances, if any, as a wholeare not substantial in character, neither amount or extent and do not materially detract from the Company nor value, or interfere with the present use of the property subject thereto or affected thereby, or otherwise materially impair the Company’s or any of its Subsidiaries is a party to a contract of sale to purchase real property Subsidiaries’ business operations (in which the conveyance contemplated therein has not yet been consummated, and there are no outstanding options manner presently carried on by the Company or rights of first refusal or rights of first offer to purchase the parcelsuch Subsidiaries), or any portion thereof (iii) for such matters which would not, individually or interest thereinin the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) Section 4.17(b4.16(b) of the Company Disclosure Letter sets forth a true, correct and complete list of (i) all material real property leased by the Company or any of its Subsidiaries as of the date hereof (collectively, including the improvements thereon, the “Company Material Leased Real Property”). A copy of the lease for each Company Material Leased Real Property (the “Company Leases”) has been filed as an exhibit to the Company SEC Documents prior to the date hereof or has been delivered or made available to Parent and Merger Sub. With respect to each of the Company Leases: (i) such Company Lease is legal, valid, and binding on the Company or its Subsidiary party thereto, and, to the Company’s knowledge, each other Person party thereto, and 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) all leasesthe transactions contemplated by this Agreement do not require the consent of any other party to such Company Lease, subleases and material licenses will not result in a breach of or other occupancy agreementsdefault under such Company Lease, including all amendments and modifications thereto (collectively, the “Real Property Leases”) pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies cause such Company Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (whether as a tenant, subtenant or pursuant to other occupancy arrangementsiii) the Leased Real Property. (c) 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 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 any lease the Company Lease is in material breach or sublease default under such Company Lease, and no event has occurred or failed to any third 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 demising to such third party 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 all such Company Material Leased Real Property or any portion of thereof; and (vi) neither the Company nor any of its Subsidiaries, as the Owned Real Property case may be, has collaterally assigned or granted any other security interest in such Company Lease or any interest therein, except in the Leased Real Property. case of (di) Except as through (vi) above, for any such case that would not 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 and/or its Subsidiaries have good fee simple title to all Owned Real Property and valid leasehold, subleasehold or license interests in all Material Leased Real Property free are, in all material respects, in conformity with all Laws, including all applicable zoning Laws, ordinances and clear regulations and with all registered deeds or other restrictions of all Liensrecord, and neither the Company nor any of its Subsidiaries, as the case may be, has received any written notice of violation thereof, except Permitted Liensfor such nonconformities or violations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Owned Real Property and 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 constitute all of or the real property used by 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 any of its Subsidiaries in the operation of their respective businessesas would be conducted at full capacity). (ed) 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, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other partySubsidiaries, as the case may be, is has received any notice from any insurance company of any material defects or inadequacies in default under such the Company Material Leased Real Table of Contents Property Lease. (f) There are no pending oror any part thereof, to which would materially and adversely affect the Knowledge insurability of the Company, same or of any termination or threatened condemnation or eminent domain proceedings, lawsuits or administrative actions (in writing) termination of any policy of insurance relating to any portion of the Owned Real Property or the such Company Material Leased Real Property.

Real Property. (a) The Company SEC Documents list all material Neither of the Acquired Entities owns any real property owned by the Company or any of its Subsidiaries (collectively, including the improvements thereof, the “Owned Real Property”)property. Except as would not be 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 not 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 portion thereof or interest therein. (b) Section 4.17(b2.13(a) of the Company Seller Disclosure Letter Schedule sets forth a true, correct and complete list of (i) all material leases, subleases, grants or licenses with respect to real property (each, a “Real Property Lease”) pursuant to which any Acquired Entity is a party, together with corresponding street address of all such leased by the Company or any of its Subsidiaries real property (collectively, including the improvements thereon, the “Leased Real Property”). A true and complete copy of each written Real Property Lease (including all modifications, amendments, renewals and extensions thereto), and (ii) all leases, subleases and a written summary of the material licenses or other occupancy agreements, including all amendments and modifications thereto (collectively, the “terms of any oral Real Property Leases”Lease, in each case, as in effect on the date hereof, has been made available prior to the date hereof to Buyer and there have been no amendments, modifications or extensions of such Real Property Leases other than those set forth on Section 2.13(a) pursuant to which of the Company Seller Disclosure Schedule. The Leased Real Property constitutes all real property used or any held for use by the Acquired Entities in the operation of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether the Acton Business as currently operated. The Acquired Entities have a tenant, subtenant or pursuant to other occupancy arrangements) the valid leasehold interest in each parcel of Leased Real Property. (cb) Except as would not be material With respect to the Company each Real Property Lease, and its Subsidiaries, taken as a whole, or except as set forth in on Section 4.17(c2.13(b) of the Company Seller 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 Schedule: (i) each Real Property or Lease is legal, valid and binding on, and enforceable against, the Leased Real Property.Acquired Entity party thereto and, to Seller’s Knowledge, each other party thereto, enforceable in accordance with its terms; (dii) 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 no Acquired Entity has given 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 received any of its Subsidiaries in the operation of their respective businesses. (e) Neither the Company nor any of its Subsidiaries has received written notice of any default under any Real Property Lease, and no default by any Acquired Entity or, to the Knowledge of the material provisions of Seller, the other party or parties thereto, is continuing under any of the Real Property Leases that Leases; (iii) the Acquired Entity party to each Real Property Lease has not been cured, 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 CompanySeller, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party there are no material disputes with respect to any of the Real Property Leases alleging that Leases; (iv) each Acquired Entity, and, to the Company 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 any portion thereof deposited with respect to such lease has been applied in respect of its Subsidiaries a breach or such other party, as the case may be, is in 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 Property, nor has such Acquired Entity collaterally assigned or granted any 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 Leased Real Property which is subject to a Real Property Lease. (fc) There To Seller’s Knowledge, (i) there are no pending ormaterial physical, to the Knowledge structural or mechanical defects in any of the Companybuildings, building systems or improvements on any of the Leased Real Property which materially impair the use of such Leased Real Property, and (ii) all such buildings, building systems and improvements (including the roof, HVAC, electrical, plumbing, sprinklers and fire safety systems) are in good operating condition and repair and are adequate for the uses 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 writing condemnation or eminent domain proceedings, lawsuits proceedings or administrative actions their local equivalent affecting or relating to any portion of the Owned Real Property or the such Leased Real Property.

Real Property. (a) The Neither the Company SEC Documents list all material nor Subsidiary owns, or has ever owned, any real property. (b) Schedule 3.9(b) sets forth the address of each parcel of real property owned leased by the Company or any of its Subsidiaries Subsidiary (collectively, including the improvements thereof, the “Owned Leased Real Property”). Except as would not be material All of the 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 the real property used by the Company and its SubsidiariesSubsidiary in the operation of the Business. Except as set forth on Schedule 3.9(b), taken as a wholewith 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 its Subsidiaries is a party to a contract of sale to purchase real property in which the conveyance contemplated therein has not yet been consummatedSellers, and there are no outstanding options construction liens or rights 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 first refusal a breach of or rights default under such Real Property Lease that has not been redeposited in full. The Company does not owe, nor to the knowledge of first offer the Sellers will it owe in the future, any brokerage commissions or finder’s fees with respect to purchase any of the parcelReal Property Leases. Schedule 3.9(b) lists all amendments, modifications, estoppels, subordination, non-disturbance and attornment agreements and any other agreements or understandings related to the Leased Real Property or the Real Property Leases. (c) 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 or any portion thereof or interest therein. (bd) Section 4.17(b) To the knowledge of the Company Disclosure Letter sets forth a true, correct and complete list of (i) all material real property leased by the Company or any of its Subsidiaries (collectively, including the improvements thereonSellers, the “Leased Real Property”Property is in compliance with all applicable building, planning, zoning, subdivision, health and safety (including fire regulations), land use and (ii) other applicable Laws, and all leases, subleases and material licenses or other occupancy agreements, including all amendments and modifications thereto (collectively, the “Real Property Leases”) pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) insurance requirements affecting the Leased Real Property. (c) Except as would . The Company has not be material to the Company and its Subsidiaries, taken as a whole, or as set forth in Section 4.17(c) received any written notice 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 violation of any of the Owned Real Property applicable Law 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 insurance requirements affecting the Leased Real Property constitute all and there is no basis for the issuance of any such notice or the real property used by the Company or taking of any of its Subsidiaries in the operation of their respective businessesaction for such violation. (e) Neither To the knowledge of Sellers, the current use and occupancy of the Leased Real Property and the operation of the Business of the Company nor and Subsidiary as currently conducted thereon do not violate in any respect any easement, covenant, condition, restriction or similar provision in any instrument 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, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, record or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or other unrecorded agreement affecting such other party, as the case may be, is in default under such Real Property Lease. (f) 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.

Real Property. (a) The Except as would not have a Company SEC Documents list Material Adverse Effect or as set forth in Section 3.20(a) of the Company Disclosure Letter, the Company or one or more of its Subsidiaries has good and marketable fee simple title to all material real property owned by the Company or any of its Subsidiaries (collectively, including the improvements thereof, the “Owned Real Property”)free and clear of any Encumbrances other than Permitted Encumbrances. Except as would not be 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 not 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 portion thereof or interest therein. (b) Section 4.17(b3.20(a) of the Company Disclosure Letter sets forth contains a truecomplete and correct list, correct and complete list as of (i) the date hereof, of all material real property leased owned by the Company or any of its Subsidiaries (collectively, including the improvements thereon, the “Leased Real Property”)Subsidiaries, and (ii) all leases, subleases sets forth for each such parcel of real property the location and material licenses or other occupancy agreements, including all amendments and modifications thereto (collectively, the “Real Property Leases”) pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Propertystreet address. (c) 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. (db) Except as would not have a Company Material Adverse Effect, the Company and/or and each of its Subsidiaries have has good fee simple leasehold title to all Owned Real Property and valid leasehold, subleasehold the real property leased or license interests in all Leased Real Property subleased by any of them free and clear of all Liensany Encumbrances other than Permitted Encumbrances. Section 3.20(b) of the Company Disclosure Letter contains a complete and correct list, except Permitted Liens. The Owned Real Property and as of the Leased Real Property constitute all date hereof, of the real property used leased or subleased by the Company or any of its Subsidiaries that is material to the Company and its Subsidiaries, taken as a whole, including with respect to each such lease or sublease the date of such 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 operation extent they have previously expired or terminated in accordance with their terms, and (ii) neither the Company nor any of their respective businesses. (e) 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 received notice of entered into with any default under any of the material provisions of any of the Real Property Leases that has not been cured, and, to the Knowledge other Person (other than another wholly owned Subsidiary of the Company) any sublease, except license or other agreement that is material to the Company and its Subsidiaries, taken as would not have a whole, and that relates to the use or occupancy of all or any portion of the real property material to the Company Material Adverse Effector 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) As of the date hereof, neither the Company nor any of its Subsidiaries has received written notice of any written communication frompending, or given any written communication toand to the knowledge of the Company there is no threatened, any third party that is a party condemnation proceeding with respect to any of the Real Property Leases alleging that real property owned by the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property LeaseSubsidiaries. (f) 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.

Real Property. (a) The Section 3.13(a) of the Company SEC Documents list Disclosure Letter sets forth a complete and accurate list, as of the date of this Agreement, of all material real property owned by the Company or any of its Subsidiaries Subsidiaries, which real property includes all of the buildings, structures and other improvements thereon (collectively, including the improvements thereof, the “Owned Real Property”). Except as would not be material to the The Company and its Subsidiaries, taken as a whole, neither the Company nor any 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 a party to a contract of sale to purchase no real property in which the conveyance contemplated therein has not yet been consummatedwhich, and there are no outstanding options or rights of first refusal or rights of first offer to purchase the parcel, or any portion thereof or interest therein. (b) Section 4.17(b) as of the Company Disclosure Letter sets forth a truedate of this Agreement, correct and complete list of (i) all material real property leased is under contract by the Company or any of its Subsidiaries (collectively, including for purchase after 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”) pursuant to which date of this Agreement. There are no real properties that the Company or any of its Subsidiaries leasesis obligated to buy at some future date. (b) None of the Company and/or its Subsidiaries is in default or violation of, subleasesor not in compliance with, licenses any Law or otherwise occupies (whether as Order applicable to its occupancy of the Leased Real Property subject 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 tenant, subtenant or pursuant Company Material Adverse Effect. With respect to other occupancy arrangements) the Leased Real Property, 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 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 no letter of intent to purchase has been signed, by the Company or any of its Subsidiaries for any Leased Real Property for which the purchase has not closed prior to the date of this Agreement. (c) Except as would not reasonably be material expected to have, individually or in the Company and its Subsidiariesaggregate, 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 one of its Subsidiaries has received notice exclusive possession of each Company Property, other than any default under 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 in the ordinary course of the material provisions of any of the Real Property Leases that has not been curedbusiness. (d) There are no existing, andpending or, to the Knowledge of the Company, except as would not have a Company Material Adverse Effectthreatened in writing appropriation, condemnation, eminent domain or like proceedings or similar actions that affect any Owned Real Property or, to the Knowledge of the Company, Leased Real Property. As of the date hereof, neither the Company nor any of its Subsidiaries has received any written communication from, notice of the intention of any Governmental Entity or given any written communication to, any third party that is a party other Person to take or use any of the Real Company Properties. (e) The Company and 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 Leases alleging that (each, a “Company Title Insurance Policy”). As of the date hereof, no written claim has been made against any Company Title Insurance Policy which remains pending. (f) Section 3.13(f) of the Company Disclosure Letter sets forth a complete and accurate list of each Company Property which is (i) under development or re-development as of the date hereof, and describes the status of such development or re-development as of the date hereof, and (ii) which is subject to a binding agreement for development or commencement of construction by the Company or any of its Subsidiaries or such Subsidiaries, in each case, other partythan those pertaining to minor capital repairs, as replacements and other similar correction of deferred maintenance items in the case may be, is in default under such Real Property Lease. (f) There are no pending or, to the Knowledge ordinary course of business. None of the Company, threatened condemnation any of its Subsidiaries or eminent domain proceedings, lawsuits any of their respective agents is currently performing any other renovation or administrative actions relating to construction project which has an aggregate projected costs in excess of $5,000,000 at any portion of the Owned Real Property or the Leased Real Company Property.

Real Property. (a) The Company SEC Documents list all material real property owned by Section 3.15(a) of the Company or any Disclosure Statement lists: (i) the street address of its Subsidiaries (collectively, including the improvements thereof, the “each parcel of Owned Real Property”). Except as would not be 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 not yet been consummatedwhere applicable, and there are no outstanding options or rights (ii) the current owner of first refusal or rights each such parcel of first offer to purchase the parcel, or any portion thereof or interest thereinOwned Real Property. (b) Section 4.17(b3.15(b) of the Company Disclosure Letter sets forth a true, correct and complete list of Statement lists: (i) all material real property leased by the Company or any street address of its Subsidiaries (collectively, including the improvements thereon, the “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, and (ii) all leases, subleases and material licenses or other occupancy agreements, including all amendments and modifications thereto (collectively, the “Real Property Leases”) pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangementsiii) the current use of each such parcel of Leased Real Property. (c) Except as described in Sections 3.15(c) or 3.11 of the Disclosure Statement, to BCBSKS' knowledge, BCBSKS is not in violation of any Law (including, without limitation, any building, planning or zoning Law) relating to any of the Owned Real Property or the Leased Real Property, except for such violations as would not not, individually or in the aggregate, reasonably be material expected to the Company and its Subsidiaries, taken as have a whole, or Material Adverse Effect on BCBS. Except as set forth in Section 4.17(c3.15(c) of the Company Disclosure LetterStatement, neither the Company nor BCBS has not leased or subleased 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 parcel or any portion of any parcel of Real Property to any other Person, nor has BCBS assigned its interest under any Lease listed in Section 3.15(b) of the Disclosure Statement to any third party. (d) 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. (de) 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 described 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 Section 3.15(e) 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 Disclosure Statement, to BCBSKS' knowledge, none of the material provisions of any of the Real Property Leases that has not been cured, and, to the Knowledge of the Company, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Lease. (f) 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 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 knowledge of BCBSKS, 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 Leased Real Property other than those which are transferable with the Real Property are required by any Governmental Authority having jurisdiction over the Real Property.

Real Property. (a) The Company SEC Documents list all material real property owned by Part 2.18(a) of the Company or any Disclosure Schedule sets forth, as of its Subsidiaries (collectivelythe date of this Agreement, a true, correct and complete legal description of the Owned Real Property, including the improvements thereofcorrect 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 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 or interest therein relating to, or intended to be used in the operation of, the Acquired Companies’ business; and (E) the use of the Owned Real Property 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 delivered 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) The Acquired Companies do not lease or sublease any Leased Real Property which is used or intended to be used, or otherwise related to, the Acquired 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 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 would not expressly set forth in this Agreement, the Improvements will be material 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 Company 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 wholly within the lot limits of such Real Property and its Subsidiaries, taken as a whole, neither the Company nor do not encroach on any of its Subsidiaries is a party to a contract of sale to purchase real property in which the conveyance contemplated therein has not yet been consummatedadjoining premises or lien benefiting such Real Property, and there are no outstanding options encroachments on any Real Property or rights any easement, servitude or property right or benefit appurtenant thereto by any improvements located on any adjoining premises. (f) The Real Property is in material compliance with all applicable building, zoning, subdivision, health and safety and other land use Laws, including, without limitation, the Americans with Disabilities Act of first refusal 1990, as amended, and all insurance requirements affecting the Real Property (collectively, the “Real Property Laws”), and the current use or rights occupancy of first offer 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 purchase the parcelAcquired 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) There are no condemnation Legal Proceedings, expropriation Legal Proceedings or eminent domain Legal Proceedings of any kind pending or, to the Knowledge of the Acquired Companies, threatened against the Real Property or any portion thereof or interest therein. (bh) Section 4.17(b) All the Real Property is occupied under a valid and current certificate of occupancy or similar permit, the Company Disclosure Letter sets forth a trueContemplated Transactions will not require the issuance of any new or amended certificate of occupancy and there are no facts that would prevent the Real Property from being occupied by the Acquired Companies after the Closing in the same manner as occupied by the Acquired Companies immediately prior to the Closing, correct and complete list of as applicable. (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”) pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Property. (c) 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 To the Knowledge of the CompanyAcquired Companies, except as would not have a Company Material Adverse Effectthere is no existing, neither the Company nor pending or threatened (i) widening, change of grade or limitation on use of streets, roads or highways abutting any of its Subsidiaries has received Real Property, (ii) special Tax or assessment to be levied against any written communication fromReal Property, or given (iii) change in the zoning classification or permitted use of any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Lease. (f) 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.

Real Property. (a) The Company SEC Documents Section 3.19(a) of the Seller Disclosure Letter sets forth, as of the date hereof, (i) a correct and complete list of all material real property that is or will, following the Restructuring, be owned by an Acquired Company (the “Owned Property”) and (ii) a correct and complete list of all real property that is or will, following 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 of its Subsidiaries (jurisdiction), collectively, including the improvements thereof, the “Owned Real PropertyLeases”). (b) Except for Permitted Encumbrances, an Acquired Company has (or will have following the Restructuring) marketable fee simple title to the Owned Property, free and clear of all Encumbrances. An Acquired Company has a valid leasehold or subleasehold interest or licensee rights in and 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 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 material expected to the Company and its Subsidiarieshave a Business Material Adverse Effect, such tangible personal property is, taken as a whole, neither the Company nor any of its Subsidiaries is a party in good operating condition, subject to a contract of sale to purchase real property in which the conveyance contemplated therein has not yet been consummatednormal wear and tear, and there is free from defects. Except as would not reasonably be expected to have a Business Material Adverse Effect, the 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 such property is in need of maintenance or repairs. (c) With respect to the Owned Property and Leased 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 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 the 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 options, rights of first offer or rights of first refusal or rights of first offer to purchase the parcel, any Owned Property or any portion thereof or interest therein. (b) Section 4.17(b) of the Company Disclosure Letter sets forth a true, correct and complete list of (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”) pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Property. (c) 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, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that no Seller Business Group Member is a party to any of the Real Property Leases alleging that the Company agreement or option to sell or transfer any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Lease. (f) 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.

Real Property. (a) The Company SEC Documents list all material real property owned by None of the Company or any of its Subsidiaries (collectively, including the improvements thereof, the “owns any Owned Real Property”). Except as would not be 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 not 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 portion thereof or interest therein. (b) Section 4.17(b4.20(b) 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 (as hereinafter defined) pertaining to such Leased Real Property. With respect to each parcel of Leased Real Property: (i) all material real property leased by the The Company or any one of its Subsidiaries (collectively, including the improvements thereon, the “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 and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, subleases and material subleases, licenses or other occupancy agreements, including all amendments amendments, extensions, renewals, guaranties, terminations and modifications thereto thereof (collectively, the “Real Property Leases”) pursuant ), and none of such Real Property Leases have been modified in any material respect, except to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant extent that such modifications have been disclosed by the copies delivered to other occupancy arrangements) the Leased Real PropertyAcquiror. (ciii) Except as would not be material to the The Company and its Subsidiaries’, taken as a wholeapplicable, or as set forth in Section 4.17(c) possession and quiet enjoyment 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 under such Real Property Leases has not been materially disturbed and, to the knowledge of the real property used by the Company or any of its Subsidiaries in the operation of their respective businessesCompany, there are no material disputes with respect to such Real Property Leases. (eiv) Neither the Company nor any of its Subsidiaries has have received written notice of any default under any current condemnation proceeding or proposed similar Action or agreement for taking in lieu of the material provisions of any of the Real Property Leases that has not been cured, and, to the Knowledge of the Company, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Lease. (f) There are no pending or, to the Knowledge of the Company, threatened condemnation or eminent domain proceedings, lawsuits or administrative actions relating with respect to any portion of the Owned Real Property or the Leased Real Property.

Real Property. (ai) The Company SEC Documents list and its Subsidiaries have (x) good and marketable title to all material real property owned in fee by the Company or any of its Subsidiaries them (collectively, including the improvements thereof, the “Owned Real Property”). Except as would not be material ) and (y) valid title to the Company and its Subsidiaries, taken leasehold estate (as a whole, neither the Company nor any of its Subsidiaries is a party to a contract of sale to purchase lessee) in all real property and interests in which the conveyance contemplated therein has not 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 portion thereof or interest therein. (b) Section 4.17(b) of the Company Disclosure Letter sets forth a true, correct and complete list of (i) all material real property leased or subleased by the Company them as lessee or any of its Subsidiaries sublessee (collectively, including the improvements thereon, the “Leased Real Property”), ) and (iiz) all leases, subleases and valid title to the material licenses easement or other occupancy agreements, including material estate in all amendments real property and modifications thereto interests in real property held by them under material easements or other material agreements creating an interest in such real property (collectivelythe “Other Real Property” and together with the Owned Real Property and the Leased Real Property, the “Real Property LeasesProperty”) pursuant to which the Company or any of its Subsidiaries leases), subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Property. (c) 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 each case free and clear of all Liens, except the following ((A) through (F) of the following being “Permitted Liens. The Owned ”): (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 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 constitute all that are subordinate to the rights therein of the real property used by the Company or any of its Subsidiaries or that, if foreclosed, would not 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); (E) mechanics, materialmens’, or laborers’ Liens for work or services performed or equipment, machinery, materials, or other items furnished in the operation ordinary course of their respective businessesbusiness 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. (eii) 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, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication fromis obligated under, or given any written communication a party to, any third party that is a party option, right of first refusal or other contractual right or obligation to sell, assign or dispose of any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Lease. (f) 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 material Owned Real Property or the Leased Real Propertyany portion thereof or interest therein.

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 SEC Documents Section 4.9(a) of the Seller Disclosure Schedule contains a true and complete list of all material real property (i) owned by the Company Seller or any of its Subsidiaries Related to the Business and (collectivelyii) owned by any Acquired Company, including and for each such properties, contains a correct street address and the improvements thereof, record owner of such property. Copies of title reports or policies obtained by Seller with respect to each of the “Owned Real Property”). Except as would not be material Properties have previously been made available to Purchase to the Company extent that such reports and its Subsidiariespolicies are in Seller's possession and control, 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 not 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 portion thereof or interest thereinapplicable. (b) Section 4.17(b4.9(b) of the Company Seller Disclosure Letter sets forth Schedule contains a true, correct true and complete list of (i) all material real property leased by Related to the Company Business that Seller or any of its Subsidiaries lease, sublease, license or otherwise occupies (collectivelywhether as landlord, including the improvements thereontenant, the “Leased Real Property”), subtenant or other occupancy arrangement) and (ii) all leases, subleases and material licenses or other occupancy agreements, including all amendments and modifications thereto (collectively, the “Real Property Leases”) pursuant to which the real property that any Acquired Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a landlord, tenant, subtenant or pursuant to other occupancy arrangementsarrangement) (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 PropertyProperty that have not been terminated or expired as of the date hereof have been made available to Purchaser. (c) Except as would not be material Seller, its applicable Subsidiary or an Acquired Company has good and valid title to all Owned Real Property and valid leasehold estates in all the Leased Real Properties, in each case free and clear of all Liens except Permitted Exceptions. (d) None of the Owned Real Properties and 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 or Leased Real Property or any part thereof. (e) Each Real Property Lease is in full force and effect and is valid and enforceable 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 Knowledge of Seller, by any other party thereto, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default by Seller, its SubsidiariesSubsidiaries or any Acquired Company thereunder. (f) To the Knowledge of Seller, taken as a wholeeach Owned Real Property and Leased Real Property complies with all applicable Laws and, or as set forth in Section 4.17(c) since December 31, 2003, no written notice of the Company Disclosure Letterviolation of any Law has been received by Seller, 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 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, 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 Acquired Company, has occurred in the due observance of any such Permit. (h) There does not exist any actual, pending or, to the Knowledge 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 intention of any Governmental Body or other Person to take or use any Owned Real Property or Leased Real Property that is material the Business. (i) 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. (d) Except as would not have a Company Material Adverse Effect, Property has suffered any material damage by fire or other casualty within 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 past five years which has not been cured, and, to the Knowledge of the Company, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, substantially repaired or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Leaserestored. (f) 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.

Real Property. 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, (ai) 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 Company SEC Documents list 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 the Company or any of its Subsidiaries (collectivelyCOMPANY and leased to others, including the improvements thereof, the “Owned Real Property”). Except as would not be 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 not 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 portion thereof or interest therein. (b) Section 4.17(b) of the Company Disclosure Letter sets forth a true, correct and complete list of (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”) pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Property. (c) Except as would not be material to the Company and its Subsidiaries, taken as a whole, or except as set forth in Section 4.17(c) of the Company Disclosure LetterSchedule 5.16 hereto, neither the Company nor no person has any of its Subsidiaries is party to any lease material easement, license or sublease to any third party demising other right whatsoever with respect to such third party any right to occupy all or any portion of any of the Owned Real Property or the Leased Real Propertyreal property. (diii) Except as would not have a Company Material Adverse Effect, the Company and/or its Subsidiaries have COMPANY holds good and marketable fee simple title to all Owned Real Property the real property identified on Schedule 5.16 hereto as owned by COMPANY and valid leaseholdgood leasehold title to the real property identified on Schedule 5.16 as leased or used by COMPANY, subleasehold or license interests in all Leased Real Property each case free and clear of all Liensmaterial mortgages, charges, claims, liens, encumbrances, leases, options to purchase, rights of first refusal, contracts of sale, easements, reservations and restrictions, except Permitted Liensthose matters identified in any title reports set forth in Schedule 5.16. The Owned Real Property and the Leased Real Property constitute all No part of the real property used such lands is affected by the Company or any of its Subsidiaries in the operation of their respective businesses. (e) Neither the Company nor restrictions imposed by 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, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Lease. (f) 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.governmental authority affecting construction of

Real Property. (a) The Company SEC Documents list 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 the any Transferred Company or any Subsidiary thereof that is material to the operation of its Subsidiaries the Business (collectively, including the improvements thereof, the “Owned Real Property”). Except as would not be material to the Company The Transferred Companies and its their respective Subsidiaries, taken as a wholeapplicable, 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 not yet been consummatedhave good, valid and there are no outstanding options or rights of first refusal or rights of first offer to purchase the parcel, or any portion thereof or interest therein. (b) Section 4.17(b) of the Company Disclosure Letter sets forth a true, correct and complete list of (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”) pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Property. (c) 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 marketable fee simple title to all Owned Real Property and valid leaseholdProperty, subleasehold or license interests in all Leased Real Property free and clear of all Liens, except Permitted Liens. The 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 occurred any event that with the Leased Real Property lapse of time or the giving of notice or both would 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 such a 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 Companysuch restrictive covenants, except as would not have a Company Material Adverse Effect. (b) Section 3.12(b) of the Parent Disclosure Schedule sets forth a complete and accurate, in all material respects, list of all of the real property leased by any Transferred Company or any Subsidiary thereof that is material to the operation of the Business (the “Leased Real Property”). 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 Liens, except Permitted Liens, and complete copies of such leases and subleases (including all material modifications and amendments thereto and waivers thereunder) have been made available to Purchaser. Further, (i) all leases and subleases for the Leased Real Property under which any Transferred Company or its Subsidiaries is a lessee or sublessee 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 considered in a proceeding in equity or at law), and (ii) neither the Company Parent nor any of its Subsidiaries has received any written communication fromnotice of any, or given any written communication toand to the knowledge of Parent there is no, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in material default under any such Real Property Lease. (f) There are no pending or, to the Knowledge of the Company, threatened condemnation lease or eminent domain proceedings, lawsuits or administrative actions relating to any portion of the Owned Real Property or sublease affecting the Leased Real Property, except as in each of cases (i) and (ii) would not have a Material Adverse Effect.

Real Property. (a) The Company SEC Documents Section 3.06(a) of the SDTS Disclosure Schedule sets forth, to the Knowledge of SDTS, a list as of the date hereof of (i) all material real property owned by SDTS included in the Company 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 its Subsidiaries way and leases for rights of way, or other rights with respect to the use of real property (collectively, including “STX Easements” and, together with the improvements thereofSTX Leases, the “Owned STX Real PropertyProperty Agreements”). Except as would not be material to ) included in 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 not 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 portion thereof or interest thereinSTX Assets. (b) Section 4.17(b) SDTS has good and indefeasible fee title to all STX Owned Property, free and clear of all Liens other than Permitted Liens. To the Company Disclosure Letter sets forth a trueKnowledge of SDTS, correct and complete list of (i) all SDTS has not granted to any third party the right to use or access the STX Owned Property in any manner that interferes in any material real property leased by respect with the Company STX Owned Property 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”) pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses Subject STX Operations or otherwise occupies (whether as a tenant, subtenant or pursuant granted to other occupancy arrangements) the Leased Real any third party any ownership rights in any material STX Owned Property. (c) Except as would not be material To the Knowledge of SDTS, SDTS has valid and enforceable leasehold interests with respect to the Company STX Leasehold Property, free and its Subsidiariesclear of all Liens other than Permitted Liens, taken as a whole, or as set forth in Section 4.17(c) except that the validity and enforceability of the Company Disclosure Letter, neither STX Leases under which such STX Leasehold Property is held are subject to 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 PropertyEnforceability Exceptions. (d) Except as would not have a Company Material Adverse EffectTo the Knowledge of SDTS, the Company and/or its Subsidiaries have good fee simple title no consent from any counterparty to all Owned any STX Real Property and valid leaseholdAgreement is required in connection with the consummation of the Merger. To the Knowledge of SDTS, subleasehold SDTS is not in breach in any material respect or license interests in all Leased material default under any STX Real Property free and clear Agreement to which it is a party. To the Knowledge of all LiensSDTS, except Permitted Liens. The Owned no counterparty to any of the STX Real Property and the Leased Real Property constitute all Agreements is in material default of the real property used by the Company or any of its Subsidiaries in obligations under the operation of their respective businessesapplicable STX Real Property Agreement. (e) Neither To the Company nor any Knowledge of its Subsidiaries has received notice of any default under SDTS, there are no pending or threatened Legal Proceedings affecting the STX Owned Property or any of the material provisions 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 fee title of the STX Owned Property or any of the STX Real Property Leases that has not been cured, and, to the Knowledge of the Company, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property LeaseAgreements. (f) There are no pending or, to To the Knowledge of SDTS, SDTS has not received written notice from any Person within three years prior to the Companydate of this Agreement asserting that SDTS does not have the right, threatened condemnation as a result of title defects or eminent domain proceedingstitle failures, lawsuits to use or administrative actions relating to occupy any portion of the Owned Real Property STX Property, other than those notices that would not individually, or in the Leased Real Propertyaggregate, reasonably be expected to have a STX Material Adverse Effect.

Real Property. (aSchedule 2.1(b) The Company SEC Documents sets forth a list and --------------- description of all material real property owned by Owned Real Property and Leased Real Property, and is true, complete and accurate in all respects. Seller is holding, or shall hold at Closing, title in fee simple to the Company or any of its Subsidiaries (collectively, including the improvements thereof, the “Owned Real Property”). Except as would not be 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 not yet been consummated, and there are no outstanding options or rights the leasehold interests to all Leased Real Property, including Real Property hereafter acquired, in each case free and clear of first refusal or rights of first offer any Liens, except for Permitted Liens. At the Closing, Seller shall have and shall transfer to purchase the parcel, or any portion thereof or interest therein. (b) Section 4.17(b) of the Company Disclosure Letter sets forth a true, correct and complete list of Buyer (i) all material real property leased by the Company or any of its Subsidiaries (collectively, including the improvements thereon, the “Leased Real Property”), good and (ii) all leases, subleases and material licenses or other occupancy agreements, including all amendments and modifications thereto (collectively, the “Real Property Leases”) pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Property. (c) 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 marketable fee simple title to all its Owned Real Property and valid leasehold, subleasehold or license (ii) its leasehold interests in and to all Leased Real Property Property, free and clear of any and all Liens, Liens (except for Permitted Liens). The Owned There are not pending or, to the best of Seller's knowledge, threatened, any condemnation actions or special assessments or any pending proceedings for changes in the zoning with respect to such Real Property or any part thereof and Seller has not received any notice of the Leased desire of any public authority or other entity to take or use any Real Property constitute all or any part thereof. To Seller's knowledge, there is no material defect in any of the real property 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 currently used by the Company or any Seller. Each parcel of its Subsidiaries in Real Property has access to all public roads, utilities, and other services necessary for the operation of their respective businesses. (e) Neither the Company nor any relevant System with respect to such parcel and except for the absence of its Subsidiaries has received notice of any default under 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 material provisions 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 Property. All leases and subleases pursuant to which any of the Real Property Leases is occupied or used are set forth on Schedule 2.1(b) and such leases and subleases are valid, --------------- subsisting, binding and 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 been curednor, to the best of Seller's knowledge, has any other party to any contract, lease or sublease relating to any Leased Real Property given or received notice of termination, and, to the Knowledge best of Seller's knowledge, subject to the receipt of any Required Consents, the consummation of the Companytransactions contemplated by this Agreement will not result in any such termination. Subject to the receipt of Required Consents, except Seller is not nor will it be, as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any result of the Real Property Leases alleging that transactions contemplated by this Agreement, with the Company giving of notice or the passage of time or both, in breach of any provision of its Subsidiaries any contract, lease or such other party, as the case may be, is in default under such Real Property Lease. (f) There are no pending or, to the Knowledge of the Company, threatened condemnation or eminent domain proceedings, lawsuits or administrative actions sublease relating to any portion Real Property. All easements, rights-of-way and other rights which are necessary for Seller's current use of the Owned any Real Property are valid and in full force and effect, and Seller has not received any notice with respect to the termination or the Leased Real Propertybreach of any of such easements, rights-of-way or other similar rights.

Real Property. (a) The Company SEC Documents list 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 Company or any of its Subsidiaries (collectively, including the improvements thereofreal property set forth on Schedule II, the “Business Owned Real Property”). The 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 reasonably be expected to be material to the Business, taken as a whole, (i) neither Parent nor its Subsidiaries has received written notice of any, and to the Knowledge of Parent, there is no, default by any of 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 sets forth a list, as of the date hereof, that is complete and accurate in all material respects, of the material real property leased by any Transferred Entity (together with the leased real property set forth on Schedule II, the “Business Leased Real Property”). Except as would not reasonably be expected to be material to the Company and its SubsidiariesBusiness, 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 not yet been consummatedTransferred Entities, and there are no outstanding options as applicable, have or rights of first refusal or rights of first offer to purchase the parcel, or any portion thereof or interest therein. (b) Section 4.17(b) will have as of the Company Disclosure Letter sets forth Closing a true, correct and complete list of (i) leasehold or subleasehold interest in all material real property leased by the Company or any of its Subsidiaries (collectively, including the improvements thereon, the “Business 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”) pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Property. (c) 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 All leases and subleases for the Business Leased Real Property constitute all of the real property used by the Company under which any Transferred Entity is a lessee or any of its Subsidiaries sublessee are in the operation of full force and effect and are enforceable in accordance with 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 curedterms, and, subject to the Knowledge of the CompanyEnforceability Exceptions, except as would not have a Company Business Material Adverse Effect. (c) To the Knowledge of Parent, neither all covenants, obligations, restrictions and conditions affecting each of the Company nor 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 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 its Subsidiaries such covenants, obligations, restrictions and conditions has been received and there are no circumstances now existing which would entitle the landlord of any written communication fromBusiness 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) No notice, action or given any written communication to, any third party that is a party to proceedings affecting any of the Business Owned Real Property Leases alleging that and/or the Company 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 any such notice, action or proceedings being served or commenced or any such dispute arising, in each case except as would not have a Business Material Adverse Effect. (e) None of its Subsidiaries or such other partythe Business Leased Real Property, as the case may be, is in default under such Business Owned Real Property Leaseor 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 any unusual or onerous 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 Entity 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. (f) There are no pending or, to the Knowledge None of the CompanyBusiness Leased Real Property, threatened condemnation or eminent domain proceedings, lawsuits or administrative actions relating to any portion of the 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) None of the Transferred Entities have any estate or interest (including any leasehold interest) in land located in New Zealand that is “sensitive land” for the purposes of the Xxxxxxxx Xxxxxxxxxx Xxx 0000 (New Zealand).

Real Property. (a) The Section 4.22(a) of the Company SEC Documents list Disclosure Schedules sets forth a true and complete list, as of the date of this Agreement, of all material real property owned by the Company or any of its Subsidiaries (collectively, including the improvements thereof, the “Owned Real Property”). Except as as, individually or in the aggregate, has not had, and would not reasonably be material expected to have, a Company Material Adverse Effect, the Company has good and its Subsidiaries, taken as a whole, neither marketable title to all of the Owned Real Property free and clear of all Liens other than Permitted Liens. 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 not yet been consummatedgranted, and there are no outstanding options or rights is obligated under, any option, right of first offer, right of first refusal or rights similar contractual right to sell or dispose of first offer to purchase the parcel, Owned Real Property or any portion thereof or interest therein. (b) Section 4.17(b4.22(b) of the Company Disclosure Letter Schedules sets forth a true, correct true and complete list of all real property leased, subleased, licensed or otherwise occupied by the Company and the address thereof (each, a “Leased Property”) and, with respect to each material Leased Property, each lease, sublease, license, sublicense or other occupancy agreement, in each case including all amendments thereto, demising any such Leased Property to the Company (each, a “Lease Agreement”). The Company (i) all material real property leased by the Company or any of its Subsidiaries (collectively, including the improvements thereon, the “holds a valid and existing leasehold interest in each Leased Real Property”), Property and (ii) holds good and valid title to all leasesmaterial tangible properties and assets, subleases in each case, free and material licenses or clear of all Liens other occupancy agreementsthan Permitted Liens, including all amendments and modifications thereto (collectivelyexcept, the “Real Property Leases”) pursuant to which the Company or any of its Subsidiaries leasesin each case, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Property. (c) 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. (c) With respect to each Leased Property, the Company and/or its Subsidiaries have good fee simple title to all Owned Real Property enjoys possession 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 quiet enjoyment thereof and the Company has not subleased, licensed, sublicensed or otherwise granted anyone a right to use or occupy such 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, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication fromportion thereof, or given otherwise assigned, pledged, hypothecated, mortgaged or otherwise transferred any written communication tolease, any third party that is a party to any of the Real Property Leases alleging that the Company sublease, license, sublicense or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Leaseinterest therein. (f) 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.

Real Property. (a) (i) The Company 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 be material Seller has previously delivered to the Company and its Subsidiaries, taken as Purchaser a whole, neither the Company nor any of its Subsidiaries is a party to a contract of sale to purchase real property in schedule which the conveyance contemplated therein has not 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 portion thereof or interest therein. contains (bA) Section 4.17(b) of the Company Disclosure Letter sets forth a true, correct current and complete list of (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”) pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Property. (c) 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(B) a true and accurate description of (1) the street address for each parcel of Owned Real Property, subleasehold together with an indication as to whether each such parcel is active or license interests inactive and (2) the net book value as of March 31, 2009 for each parcel of Owned Real Property; and (ii) the Company or a Subsidiary has good and marketable title in all Leased fee simple to each parcel of Owned Real Property free and clear of all Liensliens and Encumbrances, except Permitted LiensEncumbrances. The 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 made 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) (i) The Seller has previously delivered to the Purchaser a schedule that contains a true, current and complete list of (1) the street address of each parcel of Leased Real Property, (2) the identity of the lessee of each such parcel of Leased Real Property, and (3) the current base rent payments due under such leases; (ii) the Company or a Subsidiary has, and at Closing will have, good and valid leasehold interests in each of the Leased Real Property constitute 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 real property used documentation relating to each Continuing Lease and (B) there has not been any sublease or assignment entered into by the Company or any Subsidiary in respect of its Subsidiaries in the operation of their respective businessesContinuing Leases. (ei) 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 Real Property and other than the Company and/or a Subsidiary there are no parties in possession of any portion of the Real Property, whether as lessees, tenants at will, trespassers or otherwise; (ii) neither the Company, nor any Subsidiary, has received notice of any pending condemnation or similar proceeding affecting any portion of the Real Property and, to the 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 any 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. (d) All Continuing Leases are valid and in full force and effect except to the extent they have previously expired in accordance with their terms or where the failure to 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 its the Subsidiaries has received notice violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of any time or both would constitute a default under the provisions of, any of the material provisions of any of the Real Property Leases that has not been cured, and, to the Knowledge of the CompanyContinuing Lease, except as in each case for those violations and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Lease. (f) 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.

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 SEC Documents list 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 real property owned 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 any the Subsidiary of its Subsidiaries (collectivelythe Company party thereto and, including to the improvements thereofknowledge of the Company, represent legal, valid and binding obligations of the “Owned Real Property”)counterparties thereto. Except as Except, in each case, where the occurrence of a failure to perform or a breach or default would not be material to the Company and its Subsidiaries, taken as a whole, neither with respect to each Real Property Lease, (x) the Company nor any of and its Subsidiaries is a party have performed in all respects all of the respective obligations required to a contract of sale be performed by them to purchase real property in which the conveyance contemplated therein has not yet been consummateddate thereunder, and there are no outstanding options or rights of first refusal or rights of first offer to purchase the parcel, or any portion thereof or interest therein. (b) Section 4.17(b) of the Company Disclosure Letter sets forth a true, correct and complete list of (i) all material real property leased by neither 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”) pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Property. (c) 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, andnor, to the Knowledge knowledge of the Company, except as would not have a Company Material Adverse Effectany 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 received any written communication fromclaim or written notice of termination or material breach of or material default under any such Real Property Lease, or given any written communication to, any third party that is a party and (z) to any 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 Leases alleging that Lease by the Company or any of its Subsidiaries or such any other party, as the case may be, is in default under party to any such Real Property LeaseLease (in each case, with or without notice or lapse of time or both). (fiv) There are no pending or, to the Knowledge As of the Companydate of this Agreement, threatened 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 eminent domain proceedings, lawsuits proposed similar Action or administrative actions relating agreement for taking in lieu of condemnation with respect to any portion of the Owned Real Property or the Leased Real Property. (b) Neither the Company nor any of its Subsidiaries owns, or has ever owned, any real property.

Real Property. (a) The Company SEC Documents list all material real property owned by None of the Company or any of its the Company Subsidiaries (collectively, including owns any Owned Real Property and none of assets of the improvements thereof, the “Enterprise Apps Business constitutes Owned Real Property”). Except as would not be 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 not 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 portion thereof or interest therein. (b) Section 4.17(b4.21(b) 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 (as hereinafter defined) pertaining to such Leased Real Property. With respect to each parcel of Leased Real Property: (i) all material real property leased by the Company The Business Entities hold a good and valid leasehold or any of its Subsidiaries (collectively, including the improvements thereon, the “subleasehold estate in such Leased Real Property”), free and clear of all Liens, except for Permitted Liens. (ii) The Business Entities have delivered to Acquiror true, correct and complete copies of all leases, subleases and material subleases, licenses or other occupancy agreements, including all amendments amendments, extensions, renewals, guaranties, terminations and modifications thereto thereof relating to Leased Real Property (collectively, the “Real Property Leases”), and none of the Real Property Leases have been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) pursuant 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 which any Real Property Lease, in each case that remains pending or uncured as of the date hereof. All of the material covenants to be performed under any Real Property Lease by Inpixon, the Company or any of its the Company Subsidiaries leasesand to the knowledge of the Company, subleasesby any party other than Inpixon, licenses the Company or otherwise occupies 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 (whether in each case, with or without notice or lapse of time or both). (iv) Inpixon, the Company and the Company Subsidiaries’, as a tenantapplicable, subtenant 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 pursuant proposed similar Action or agreement for taking in lieu of condemnation with respect to other occupancy arrangements) 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) Except as would not be material to the Company and its Subsidiaries, taken as a whole, or as set forth in on Section 4.17(c4.21(c) of the Company Disclosure Letter, neither the Company nor there are no written or oral subleases, sub-subleases, licenses, sub-licenses, concessions, occupancy agreements or other Contracts to which 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 EffectPerson other than Inpixon, 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 the right of use or occupancy 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, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Lease. (f) 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.

Real Property. (a) The Company 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 be material to the Company and its Subsidiariesset forth in Part II of Appendix C, taken as a whole, neither the Company no Acquired Entity nor any of its Subsidiaries is a party 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 a contract any Project Company Real Property owned by the Acquired Entities or any of sale to purchase real property in which the conveyance contemplated therein has not yet been consummatedtheir respective Subsidiaries, and there are no outstanding options or rights of first refusal or rights of first offer to purchase the parcel, or any portion thereof or interest therein. (b) Section 4.17(b) of the Company Disclosure Letter sets forth a true, correct and complete list of (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”) pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Property. (c) 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, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Lease. (f) There are no pending or, to the Knowledge of the CompanySeller, threatened condemnation or eminent domain proceedings, lawsuits or administrative actions relating to proceedings that affect any portion of the Owned Real Property or the Leased such Project Company Real Property. (b) The interests of the 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 right to use all Project Company Real Property, free and clear of all 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 paid in full to the extent due. No Material Lease has a term that can exceed 50 years (including any renewal or extension options). (c) The Project Company Real Property is sufficient to provide the Acquired Entities and 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 intended purposes are available or are reasonably expected to be so available as and when required upon commercially reasonable terms.

Real Property. (a) The Company SEC Documents Section 2.14(a) of the Seller Disclosure Letter sets forth a true and complete list of (i) all material real property and interests in real property owned in fee by the Company Seller or any of its Subsidiaries that is exclusively used in connection with the Snacks Business (collectively, including together with the improvements thereofMechelen Facility, the “Owned Real Property”). Except as would not be material , (ii) any real property leases or subleases to which the Company and its Subsidiaries, taken as a whole, neither the Company nor Seller or any of its Subsidiaries is a party lessee and with respect to a contract of sale to purchase real property in which the conveyance contemplated therein has not 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 portion thereof or interest therein. (b) Section 4.17(b) all of the Company Disclosure Letter sets forth a true, correct and complete list of (i) all material real property leased by or subleased thereunder is used in connection with the Company or any of its Subsidiaries Snacks Business and is material to the Snacks Business, (collectively, including the improvements thereon“Real Property Leases,” and such real property, the “Leased Real Property”), and (iiiii) all leasesany other real property that is owned in fee or leased, subleases and material licenses subleased, licensed or other occupancy agreements, including all amendments and modifications thereto (collectively, the “Real Property Leases”) pursuant to which the Company otherwise used by Seller or any of its Subsidiaries leasesAffiliates and utilized by Seller or any of its Affiliates to manufacture, subleases, licenses distribute or otherwise occupies sell the products of the Snacks Business and that is material to the Snacks Business (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased “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) True and complete copies of all Real Property Leases have been made available to 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 time 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) Except Seller or a Subsidiary of Seller has valid fee title to all Owned Real Property, subject to no Security Interests except for Permitted Encumbrances. (d) No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor nor, to Seller’s Knowledge, has any condemnation, expropriation or taking been proposed, except as would not be material to the Company and its SubsidiariesSnacks Business. There is no pending or, taken as a wholeto Seller’s Knowledge, or as set forth in Section 4.17(c) of threatened, Action that would interfere with 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 quiet enjoyment 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, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Lease. (f) 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.

Real Property. (a) The Company 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 be 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 not 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 portion thereof or interest therein. (b) Section 4.17(b) 5.20 of the Company Disclosure Letter sets forth a true, correct and complete list list, as of the date of this Agreement, of (iw) all material real property leased by the Company or any street address of its Subsidiaries (collectively, including the improvements thereon, the “each parcel of 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”) pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangementsx) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property. , (cy) 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 as set forth in Section 4.17(c) of the Company Disclosure Letter, neither the Company nor any one of its Subsidiaries is party to any lease or sublease to any third party demising to holds a good and valid leasehold estate in 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 for Permitted Liens. . (b) The Owned Real Property 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 constitute all of the real property used by or to the Company or any of its Subsidiaries 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 operation extent that such modifications have been disclosed by the copies delivered to Acquiror. (c) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of their respective businessesthe 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. (d) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (e) Neither the Company nor any of its Subsidiaries has received written notice of any default under any condemnation proceeding or proposed similar Action or agreement for taking in lieu of the material provisions of any of the Real Property Leases that has not been cured, and, to the Knowledge of the Company, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Lease. (f) There are no pending or, to the Knowledge of the Company, threatened condemnation or eminent domain proceedings, lawsuits or administrative actions relating with respect to any portion of the Owned Real Property or the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (a) The Company SEC Documents list all material real property owned by Section 8.22(a) of the Company or any Disclosure Schedules lists: (i) the street address of its Subsidiaries (collectively, including the improvements thereof, the “each parcel of Owned Real Property”). Except as would not be material , (ii) the date on which each parcel of Owned Real Property was acquired, (iii) the current owner of each such parcel of Owned Real Property, (iv) information relating to the Company recordation of the deed pursuant to which each such parcel of Owned Real Property was acquired and its Subsidiaries, taken as a whole, neither (v) the Company nor any current use of its Subsidiaries is a party to a contract each such parcel of sale to purchase real property in which the conveyance contemplated therein has not 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 portion thereof or interest thereinOwned Real Property. (b) Section 4.17(b8.22(b) of the Company Disclosure Letter sets forth a true, correct and complete list of Schedules lists: (i) all material real property leased by the Company or any street address of its Subsidiaries (collectively, including the improvements thereon, the “each parcel of Leased Real Property”), and (ii) all leasesthe identity of the lessor, subleases lessee and material licenses current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and fixed or other occupancy agreements, including all amendments basic rental payment terms of the leases (and modifications thereto (collectively, the “any subleases) pertaining to each such parcel of Leased Real Property Leases”) pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies and (whether as a tenant, subtenant or pursuant to other occupancy arrangementsiv) the current use of each such parcel of Leased Real Property. (c) Except as would not be material to the Company and its Subsidiaries, taken as a whole, or as set forth described in Section 4.17(c8.22(c) of the Company Disclosure LetterSchedules, neither the Company nor there is no violation of any of its Subsidiaries is party Law relating 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 that would not reasonably be expected to have a Company Material Adverse Effect, . SOFEDIT has made available to the Company and/or its Subsidiaries have good fee simple title Sellers (to all the extent in SOFEDIT's physical possession) true and complete copies of each deed for each parcel of 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 extent available, for each parcel of Leased Real Property and all the Companytitle insurance policies, except as would not have a Company Material Adverse Effecttitle reports, neither the Company nor any surveys, certificates of its Subsidiaries has received any written communication fromoccupancy, or given any written communication toenvironmental reports and audits, any third party that is a party appraisals and Permits relating to any of the Real Property Leases alleging that Property, the Company operations of SOFEDIT or any of its Subsidiaries SOFEDIT Subsidiary thereon or such any other partyuses thereof. Subject to all applicable leases, either SOFEDIT or a SOFEDIT Subsidiary, as the case may be, is in default under such peaceful and undisturbed possession of each parcel of Real Property Leaseand 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. (fd) There are no pending orSOFEDIT has, or has caused to be, delivered to the Knowledge Sellers (to the extent in SOFEDIT's physical possession) true and complete copies of all leases and subleases listed in Section 8.22(b) of the Company, threatened condemnation Disclosure Schedules. With respect to each of such leases and subleases: (i) such lease or eminent domain proceedings, lawsuits or administrative actions relating sublease represents the entire agreement between the respective landlord and tenant with respect to any portion such property; (ii) except as otherwise disclosed in Section 8.22(b) of the Owned Real Property Disclosure Schedules, with respect to each such lease or the Leased Real Property.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 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 be 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 not 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 portion thereof or interest therein. (b) Section 4.17(b3.15(a) of the Company Disclosure Letter sets forth a true, correct true and complete list of (i) all material real property leased owned in fee 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 Company Subsidiary (collectively, the “Company Owned Real Property LeasesProperty”) pursuant to which and the address for each Company Owned Real Property. The Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Property. (c) 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, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other partySubsidiary, 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 leased, subleased, licensed or otherwise granted any right of occupancy to use any portion thereof to any Person. The Company has provided to Parent true and complete copies of any existing owners’ policies of title insurance and surveys obtained by the Company or any Company Subsidiary pertaining to the Company Owned Real Property. (b) (i) 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 such any Company Real Property Lease. (f) There are no pending or, and, to the Knowledge knowledge of the Company, threatened condemnation or eminent domain proceedingsno landlord thereunder is in default (collectively, lawsuits or administrative actions relating the “Company Leased Real Property”). The Company has provided to any portion Parent true and complete copies of the all Company Real Property Leases. (c) The Company Owned Real Property or 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, any (i) 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, (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 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 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, (the “Improvements”) or the use and occupancy thereof. The Improvements are in good order, repair and condition, ordinary wear and tear excepted, are free from any latent and patent defects and are adequate and suitable for the purposes for which they are presently being used. The Company Real Property is supplied with public or quasi-public utilities, and other services and systems necessary for the use and operation of the Improvements located thereon.

Real Property. (a) The Section 4.23(a) of the Company SEC Documents Disclosure Letter sets forth a true and complete list of the addresses of all material real property owned by the Company or any of its the Company Subsidiaries (collectivelytogether with all buildings, including the improvements thereofand fixtures located thereon and appurtenances thereto, the “Owned Real Property”). Except as has not had, and would not reasonably be material expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Acquired Companies have good and its Subsidiariesmarketable fee title to all Owned Real Property, taken as a whole, neither the Company nor any free and clear of its Subsidiaries is a party to a contract of sale to purchase real property in which the conveyance contemplated therein has not 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 portion thereof or interest thereinall Liens other than Permitted Liens. (b) Section 4.17(b4.23(b) of the Company Disclosure Letter sets forth forth, as of the date of this Agreement, a true, correct true and complete list of (i) all material real property leased leased, subleased, licensed or otherwise occupied by the Company or any of its the Company Subsidiaries and the address thereof (collectivelyeach, including a “Leased Property”, together with the improvements thereonOwned Real Property, the “Leased Real Property”), ) and (ii) all leaseswith respect to each Leased Property, subleases and material licenses a description of each lease, sublease, license, sublicense or other occupancy agreementsagreement, in each case, including all amendments and modifications thereto (collectivelythereto, the “Real demising any such Leased Property Leases”) pursuant to which 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 Subsidiaries leasesterms, subleasesexcept as such enforceability may be limited by the Bankruptcy and Equity Exceptions. Except as has not had, licenses 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 otherwise occupies leasehold estate in each Leased Property and (whether as a tenantii) hold good and valid title to all material tangible properties and assets owned by the Acquired Companies in each Leased Property, subtenant or pursuant to in each case, free and clear of all Liens other occupancy arrangements) the Leased Real Propertythan Permitted Liens. (c) Except as would not be material With respect to the Company and its Subsidiarieseach Real Property, taken as a whole, or as set forth in Section 4.17(c(i) of the Company Disclosure Letter, neither the Company nor any of its the Company Subsidiaries is party to any lease has subleased, licensed, sublicensed or sublease to any third party demising to such third party any otherwise granted anyone a right to use or occupy all 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 possession and quiet enjoyment of the Real Property by the applicable 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 Owned Real Property or the Leased Real Property. (d) Except as has not had, and would not have reasonably be expected to have, individually or in the aggregate, 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 CompanyAcquired Companies, except as would not have a Company Material Adverse Effect, neither and all material tangible assets and properties of the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of Acquired Companies located on the Real Property Leases alleging that are in serviceable 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) and are substantially adequate for the conduct of the business by the Company or any of its and the Company Subsidiaries or such other party, in substantially the same manner as the case may be, is in default under such Real Property Leaseit has heretofore been conducted. (f) 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.

Real Property. (a) The Section 3.13(a) of the Company SEC Documents list Disclosure Schedule sets forth all material of the real property owned by the Company or any of and its Subsidiaries that is material to the business of the Company and its Subsidiaries taken as a whole (collectively, including the improvements thereof, the “Owned Real Property”). Except as would not reasonably be material expected to have a Company Material Adverse Effect, each of the Company and its SubsidiariesSubsidiaries has good and marketable title to each parcel of Owned Real Property, taken as a wholefree and clear of all Liens, 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 not 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 portion thereof or interest thereinexcept Permitted Encumbrances. (b) Section 4.17(b) The Company has made available to Parent copies of the Company Disclosure Letter sets forth a true, correct and complete list of (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”) pursuant to Leases under which the Company or any of its Subsidiaries leasesuses or occupies or has the right to use or occupy, subleasesnow or in the future, licenses or otherwise occupies (whether any real property that is material to the business of the Company and its Subsidiaries taken as a tenantwhole (the “Leased Real Property”) (and all modifications, subtenant amendments and supplements thereto). Except as disclosed in Section 3.13(b) of the Company Disclosure Schedule or pursuant as would not reasonably be expected to other occupancy arrangements) 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 Liens, except Permitted Encumbrances. (c) Except as would not be material As of the date of this Agreement, no third party to any such Leases has given written notice 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 or made a written claim against the Company or any of its Subsidiaries with respect to any lease material breach 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 Propertydefault thereunder. (d) Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company and/or and its Subsidiaries have good fee simple and marketable title to to, or a valid and binding leasehold interest in, all other properties and assets (excluding Owned Real Property, Leased Real Property and valid leaseholdIntellectual Property) that are material to the business of the Company and its Subsidiaries taken as a whole, subleasehold or license interests in all Leased Real Property each case 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 businessesEncumbrances. (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, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Lease. (f) 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.

Real Property. (a) The Company 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 be material to the Company and its Subsidiariesset forth in Part II of Appendix C, taken as a whole, neither the Company no Acquired Entity nor any of its Subsidiaries is a party 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 a contract any Project Company Real Property owned by the Acquired Entities or any of sale to purchase real property in which the conveyance contemplated therein has not yet been consummatedtheir respective Subsidiaries, and there are no outstanding options or rights of first refusal or rights of first offer to purchase the parcel, or any portion thereof or interest therein. (b) Section 4.17(b) of the Company Disclosure Letter sets forth a true, correct and complete list of (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”) pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Property. (c) 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, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Lease. (f) There are no pending or, to the Knowledge of the CompanySeller, threatened condemnation or eminent domain proceedings, lawsuits or administrative actions relating to proceedings that affect any portion of the Owned Real Property or the Leased such Project Company Real Property. (b) The interests of the 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 right to use all Project Company Real Property, free and clear of all 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 paid in full to the extent due. No Material Lease has a term that can exceed 50 years (including any renewal or extension options). (c) The Project Company Real Property is sufficient to provide the Acquired Entities and 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 intended purposes are available or are reasonably expected to be so available as and when required upon commercially reasonable terms.

Real Property. (a) The Company SEC Documents list Each of Sky and its Subsidiaries has good title free and clear of all material Liens to all real property owned by such entities (the Company “Owned Properties”), except for Liens that do not materially detract from the present use of such real property. (b) A 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, including the improvements thereof, the “Owned Real PropertyLeases”) 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). Except as would not be material to the Company and 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, 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 not 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 portion thereof or interest therein. (bc) Section 4.17(bThe Owned Properties and the properties (the “Leased Properties”) leased pursuant to the Leases constitute all of the Company Disclosure Letter sets forth real estate on which Sky and its Subsidiaries maintain their facilities or conduct their business as of the date of this Agreement, except for locations the loss of which would not result in a true, correct Material Adverse Effect on Sky and its Subsidiaries taken as a whole. (d) A true and complete list copy of (i) all material real property leased by the Company each agreement pursuant to which Sky or any of its Subsidiaries leases real property to a third party (collectively, including the improvements thereon, the “Leased Real Property”), and (ii) all leases, subleases and material licenses or other occupancy such agreements, including all amendments together with any amendments, modifications and modifications thereto (other supplements thereto, collectively, the “Real Property Third Party Leases”) pursuant has heretofore been made available to Huntington. Each Third Party Lease is valid, binding and enforceable 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 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 the Company or any of would not reasonably be expected to result in a Material Adverse Effect on Sky and its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Property. (c) 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, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Lease. (f) 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.

Real Property. (a) The Company SEC Documents list all material real property owned by Except as set forth on Schedule 5.26, the Company or Group does not own any of its Subsidiaries (collectively, including the improvements thereof, the “Owned Real Property”). Except Other than as would not reasonably be material to expected to, individually or in the Company and its Subsidiariesaggregate, 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 not 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 portion thereof or interest therein. (b) Section 4.17(b) of the Company Disclosure Letter sets forth a true, correct and complete list of (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”) pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Property. (c) 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 Group has good, valid and subsisting title to all Owned its respective owned Real Property described on Schedule 5.26, free and valid leaseholdclear of all Liens (except for the Permitted Liens). (b) With respect to each Lease and to the Company Group’s knowledge: (i) each Lease is valid, subleasehold 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 license interests 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 all Leased Real Property 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. The Owned Real Property Liens and the Leased Real Property constitute all Liens 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 mortgagees of the Real Property Leases that has not been cured, and, to the Knowledge of the Company, except as would not have a Company Material Adverse Effect, neither in which such leasehold estate is located. The Real Property leased by the Company nor any Group is in a state of its Subsidiaries has received any written communication frommaintenance and repair in all material respects adequate and suitable for the purposes for which it is presently being used in all material respects, and there are no material repair or given any written communication to, any third party that is a party restoration works likely to be required in connection with any of the leased Real Property Leases alleging that 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 of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Lease. (f) 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 single Real Property.

Real Property. (a) The Company 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 be material to the Company and its Subsidiaries, taken as a whole, neither Neither the Company nor any of its Subsidiaries is a party to a contract of sale to purchase Company Subsidiary owns any real property in which the conveyance contemplated therein has not 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 portion thereof or interest thereinproperty. (b) Section 4.17(b3.13(b) of the Company Disclosure Letter sets forth Schedule of Exceptions contains a true, correct complete and complete accurate list of all existing leases, subleases or other agreements (icollectively, the “Leases”) all material real property leased by under which the Company or any of its Subsidiaries Company Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any real property (collectively, including the improvements thereonsuch property, the “Leased Real Property”), . The Company has made available to Parent prior to the Effective Date a complete and accurate copy of all Leases of Leased Real Property (ii) all leases, subleases and material licenses or other occupancy agreements, including all amendments modifications, amendments, supplements, waivers and modifications thereto (collectively, the “Real Property Leases”) pursuant to which side letters thereto). The Company and/or the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) 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) Except With respect to each of the Leases: (i) the Company or the applicable Company Subsidiary’s possession, as would applicable, and quiet enjoyment of the Leased Real Property relating to each Lease has not be material been disturbed, and to the Company and its Subsidiaries, taken as a whole, or as set forth in Section 4.17(c) Knowledge of the Company Disclosure LetterCompany, 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 of its Subsidiaries is party to Company Subsidiary owes any lease brokerage commissions or sublease to any third party demising finder’s fees with respect to such third party Lease; (iv) neither the Company nor any Company Subsidiary has assigned, collaterally assigned, subleased, licensed, granted any option or right to occupy all of first refusal or first offer or granted any security interest in any Lease or any portion of 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 Owned Real Property or tenant and the Leased Real Propertyconditions contained in the Leases. (d) Except as would not have a Company Material Adverse Effect, All of the Leases are each in full force and effect and valid and enforceable by and against the Company and/or its Subsidiaries have good fee simple title to all Owned Real Property and valid leaseholda Company Subsidiary, subleasehold or license interests in all Leased Real Property free and clear of all Liensas applicable, except Permitted Liens. The Owned Real Property and the Leased Real Property constitute all of lessor in accordance with its terms, subject to the real property used by the Company or any of its Subsidiaries in the operation of their respective businesses. (e) Neither Enforceability Exceptions, and neither the Company nor any Company Subsidiary is in breach of its Subsidiaries or default under, or has received written notice of any breach of or default under under, any of the material provisions of any of the Real Property Leases that has not been curedsuch Lease, and, to the Knowledge of the Company, except as no event has occurred that with notice or lapse of time or both would not have or would reasonably be expected to constitute a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, breach or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that default thereunder by the Company or any of its Subsidiaries Company Subsidiary or such any other party, as the case may be, is in default under such Real Property Leaseparty thereto. (fe) There are no pending or, to To the Knowledge of the Company, threatened condemnation or eminent domain proceedings, lawsuits or administrative actions relating to any portion (i) each of the Owned Real Property or Company and the Company Subsidiaries has 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 Company Subsidiary has occurred in the due observance of any such Permit and (iii) the current uses of each Leased Real Property comply with applicable Laws.

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 SEC Documents list all material real property owned 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 heretofore been completely repaired and restored, except as would not, individually or in the Company or any aggregate, reasonably be expected to materially and adversely interfere with the use of its Subsidiaries (collectively, including the improvements thereof, the “CBOT Holdings Owned Real Property”). Except as would not be material ; (ii) CBOT Holdings has made available to CME Holdings complete and accurate copies of all of the following materials relating to any CBOT Holdings Real Property, to the Company extent in CBOT Holdings’ or any CBOT 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 its Subsidiarieswith respect to the CBOT Holdings Owned Real Property, taken 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) With respect to the CBOT Holdings Owned Real Property: (i) 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 CBOT Holdings Disclosure Letter; (ii) Other than with respect to matters being addressed with the Vaulted Sidewalk and Bollard Project affecting the North Building and with respect to one of the five back-up chillers which is not in working order, all buildings, structures, fixtures and improvements included within the CBOT Holdings Owned Real Property (the “CBOT Holdings Improvements”) are in good repair and operating condition in all material respects, subject only to ordinary wear and tear, and are adequate and suitable in all material respects for the purposes for which they are presently being used or held for use, and to the knowledge of CBOT Holdings, there are no facts or conditions affecting any of the 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 Property are located, 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 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 not yet been consummated, and grandfathered use) for their material current uses; (iv) there are no outstanding purchase agreements, options or rights of first refusal or rights of first offer to purchase the parcelsuch CBOT Holdings Owned Real Property, or any material portion thereof or any material interest therein.; (bv) other than the Parking Agreement listed on Section 4.17(b3.15(b)(i) of the Company CBOT Holdings Disclosure Letter, Section 3.15(b)(v) of the CBOT Holdings Disclosure Letter sets forth a trueall Leases, correct and complete list of written or oral, granting to any party (i) all material real property leased by the Company other than CBOT Holdings or any CBOT Holdings Subsidiary) the right of its Subsidiaries 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 same party (each, a “CBOT Holdings Material Lease” and collectively, including the improvements thereon, the “Leased Real PropertyCBOT Holdings Material Leases”), and (ii) all leaseseach CBOT Holdings Lease is the legal, subleases valid, binding, and material licenses or other occupancy agreements, including all amendments and modifications thereto (collectively, the “Real Property Leases”) pursuant to which the Company or any enforceable obligation of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Property. (c) 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 CBOT Holdings 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 applicable CBOT Holdings Subsidiary that has not been curedis lessor thereunder, and, with respect to each CBOT Holdings Material Lease: (1) to the Knowledge knowledge of CBOT Holdings, each such CBOT Holdings Material Lease is in full force and effect and the binding obligation of the Companyother parties thereto and will continue to be the legal, except as would not have a Company Material Adverse Effectvalid, 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 the Company CBOT Holdings nor any of its Subsidiaries CBOT Holdings Subsidiary has received any written communication from, or given any written communication to, any third party notice that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, 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 no event has occurred, which, after the giving of notice, with lapse 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 Lease. (f) There 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 knowledge of the CompanyCBOT Holdings, threatened condemnation or eminent domain proceedings, lawsuits or administrative actions proceedings relating to any portion of the 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 Leased 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. 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, (ai) 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 Company SEC Documents list 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 the Company or any of its Subsidiaries (collectivelyCOMPANY and leased to others, including the improvements thereof, the “Owned Real Property”). Except as would not be 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 not 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 portion thereof or interest therein. (b) Section 4.17(b) of the Company Disclosure Letter sets forth a true, correct and complete list of (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”) pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Property. (c) Except as would not be material to the Company and its Subsidiaries, taken as a whole, or except as set forth in Section 4.17(c) of the Company Disclosure LetterSchedule 5.16 hereto, neither the Company nor no person has any of its Subsidiaries is party to any lease material easement, license or sublease to any third party demising other right whatsoever with respect to such third party any right to occupy all or any portion of any of the Owned Real Property or the Leased Real Propertyreal property. (diii) Except as would not have a Company Material Adverse Effect, the Company and/or its Subsidiaries have COMPANY holds good and marketable fee simple title to all Owned Real Property the real property identified on Schedule 5.16 hereto as owned by COMPANY and valid leaseholdgood leasehold title to the real property identified on Schedule 5.16 as leased or used by COMPANY, subleasehold or license interests in all Leased Real Property each case free and clear of all Liensmaterial mortgages, charges, claims, liens, encumbrances, leases, options to purchase, rights of first refusal, contracts of sale, easements, reservations and restrictions, except Permitted Liensthose matters identified in any title reports set forth in Schedule 5.16. The Owned Real Property and the Leased Real Property constitute all No part of the real property used such lands is affected by the Company or any restrictions imposed by any governmental authority affecting construction 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, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Lease. (f) 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 structures thereon or the Leased Real Propertyuse thereof by COMPANY other than building codes and zoning classifications.

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 SEC Documents list all material real property owned by the Company or any one or more of its Subsidiaries (collectively, including has good and marketable fee simple title to the improvements thereof, the “material Company Owned Real Property”)Property free and clear of any and all Liens, other than Permitted Liens. Except as would The Company is not be material to the Company and its Subsidiaries, taken as a whole, neither the Company nor any of its Subsidiaries is obligated under or a party to a contract of sale to purchase real property in which the conveyance contemplated therein has not yet been consummatedany option, and there are no outstanding options or rights right of first refusal or rights other contractual right to purchase, acquire, sell, assign or dispose of first offer to purchase any the parcel, material Company Owned Real Property or any portion thereof or interest therein. (b) Section 4.17(b4.19(b) of the Company Disclosure Letter sets forth contains a true, complete and correct and complete list of (i) all the 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 “with respect to such Company Leased Real Property Leases”) pursuant to which the date of such lease or sublease and any material amendments thereto and the street address of such Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Property. (c) . Except as would not reasonably be material expected to be materially adverse to the Company and its Subsidiaries, taken as a whole, each of the Company and its Subsidiaries, as applicable, has good leasehold title to the Company Leased Real Property, free and clear of any Liens, other than Permitted Liens. All leases and subleases for the Company Leased Real Property are valid and in full force and effect in all material respects except to the extent they have previously expired or terminated in accordance with their terms and 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 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 in on Section 4.17(c4.19(b) of the Company 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 party material to any lease the Company and its Subsidiaries, taken as a whole, and that relates to the use or sublease to any third party demising to such third party any right to occupy occupancy of all or any portion of the Company Leased Real Property. (c) 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, there are no structural, electrical, mechanical or other defects in any improvements located on any of the Company Owned Real Property or Company Leased Real Property. Except as would not materially affect the ability of 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 Property. (d) Except as would not have a Company Material Adverse Effect, materially adversely affect the ability of the Company and/or and its Subsidiaries, taken as a whole, to operate their business as currently conducted, each of the structures, equipment and other tangible assets of the Company and its Subsidiaries have good fee simple title to all Owned Real Property and valid leasehold, subleasehold or license interests utilized 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, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, manufacturing operations is in default under such Real Property Leasegood and usable condition, subject to normal wear and tear and normal industry practice with respect to maintenance, and is adequate and suitable for the purposes for which it is presently being used. (f) 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.

Real Property. (a) The Company 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 be 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 not 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 portion thereof or interest therein. (b) Section 4.17(b) 5.20 of the Company Disclosure Letter sets forth a true, correct and complete list list, as of the date of this Agreement, of (i) all material 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 leased 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 (collectively, including the improvements thereon, the “Leased Real Property”), and (ii) all leases, subleases and material licenses or other occupancy agreementsSubsidiaries, including all amendments amendments, terminations and modifications thereto thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (c) pursuant 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 there are no material disputes with respect to which such Real Property Leases (such materiality assessed with respect to a Company Material Adverse Effect). (d) No party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (e) The Company and each if its Subsidiaries, have complied in all material respects with the terms of the Real Property Leases and all applicable Laws regarding the use of the Leased Real Property (such materiality assessed with respect to each Lease). (f) There is no actual or pending action, dispute, claims or demands against the Company or any of its Subsidiaries leases, subleases, licenses under or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Property. (c) 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 connection with the Real Property Leases that has not been cured, and, to the Knowledge Company’s knowledge, there is no fact, matter or circumstance that is reasonably likely to give rise to such action, dispute, claim, demand or Action. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, landlord or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other partysub-landlord, as the case may beapplicable, is in default presently exist under such any Real Property Lease. (fg) There are no pending orThe Company and each of its Subsidiaries have paid in full all applicable government taxes, fees and other payments if and to the Knowledge of extent due and payable by the Company, threatened condemnation Company or eminent domain proceedings, lawsuits or administrative actions relating its Subsidiaries in relation to any portion of the Owned Real Property or the Leased Real PropertyLease.

Real Property. (a) The Company SEC Documents Schedule 3.14(a) sets forth a correct and complete list of all material real property owned by the Company or any of its Subsidiaries Purchased Companies (collectively, including the improvements thereof, the “Owned Real Property”)) and the owner thereof. Except as would not be 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 not 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 portion thereof or interest therein. (b) Section 4.17(b) of the Company Disclosure Letter sets set forth a true, correct and complete list of on Schedule 3.14(a): (i) all material real property leased by the applicable Purchased Company or any of its Subsidiaries (collectively, including the improvements thereon, the “Leased Real Property”), has good and (ii) all leases, subleases and material licenses or other occupancy agreements, including all amendments and modifications thereto (collectively, the “Real Property Leases”) pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Property. (c) 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 marketable fee simple title to all such Owned Real Property and valid leaseholdProperty, subleasehold or license interests in all Leased Real Property free and clear of all Liens, except Permitted Liens. The , (ii) no Purchased Company has leased 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 property 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 3.14(b) 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. 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 constitute all (the “Leases”). 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 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 curedPurchased Companies, and, to the Knowledge of the CompanySeller, except as would not have a Company Material Adverse Effectnone of the other parties thereto, neither are in breach or default under any Lease, and, to the Company nor any Knowledge of its Subsidiaries has received any written communication fromthe Seller, no circumstances or state of facts presently exists which, with the giving of notice or passage of time, or given both, would constitute a breach or default under any written communication toLease. Except as set forth on Schedule 3.14(b), any third party that is a party no Purchased Company has leased or otherwise granted to any of Person the right to use or occupy such Leased Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Leaseportion thereof. (fc) There Except as set forth on Schedule 3.14(c), as of the date of this Agreement, there are no material pending or, to the Knowledge of the CompanySeller, threatened condemnation or threatened, appropriation, condemnation, eminent domain proceedings, lawsuits or administrative actions like proceedings relating to any portion of the Owned Real Property or the Leased Real Property. (d) All buildings, structures, fixtures, building systems and equipment, and all components which are part of the Real Property are in good condition and structurally sound in all material respects, and all mechanical and other systems located therein are in good operating condition, subject to normal wear, and are sufficient for the operation of the respective businesses of the Purchased Companies as presently conducted in all material respects. (e) Neither ISC Farmingdale nor, any of the other parties thereto are in breach of, or in default under, the XXX Lease or the XXX Sublease, 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 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.

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 SEC Documents Sellers do not own (or have any option or right to acquire) any real estate that is used in the operations of the Station. Schedule 1-A sets forth a complete and correct list of all material real property owned estate (other than Excluded Assets) leased by Sellers that is Used in the Company or any operations of its Subsidiaries the Station and/or is included in the Broadcasting Assets (collectively, including the improvements thereof, the “Owned Leased Real Property”). Except as would not be material set forth on Schedule 4.4.1, Sellers have the exclusive right to use and occupy the Leased Real Property subject to the Company terms of each Real Property Lease. 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 its Subsidiariesadversely 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, taken in all material respects, peaceful and undisturbed possession of the Leased Real Property subject to the 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 whole“Real Property Lease”), neither except for Real Property Leases entered into in accordance with the Company nor any 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 Subsidiaries is a party rights, title and interest in, to a contract of sale and under each Real Property Lease to purchase real property Buyer in which accordance with this Agreement on terms and conditions no less favorable to Buyer than those in effect on the conveyance contemplated therein has not yet been consummateddate hereof, and there are no outstanding options or rights such assignment will not affect the validity, enforceability and continuity of first refusal or rights any such lease. Each Real Property Lease (a) constitutes a legal, valid and binding obligation of first offer the applicable Seller 23 and, to purchase such Seller’s knowledge, the parcelother parties thereto, or any portion thereof or interest therein. including the landlord thereunder, (b) Section 4.17(bis in full force and effect, and (c) of neither the Company Disclosure Letter sets forth a trueapplicable Seller nor, correct and complete list of (i) all material real property leased by the Company or to such Seller’s knowledge, any of its Subsidiaries (collectivelyother party thereto, including the improvements thereonlandlord 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 of the Leased Real Property”). All towers, ground radials, and (ii) all leasesbuildings included in the Broadcasting Assets are, subleases and material licenses or other occupancy agreementsto the knowledge of the Sellers, including all amendments and modifications thereto (collectively, located entirely on the “Leased Real Property Leases”) pursuant to which and all other Broadcasting Assets Used in the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) Business are located entirely on the Leased Real Property. (c) 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, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Lease. (f) 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.

Real Property. (ai) The Company SEC Documents Hosting does not own any Real 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. (ii) Schedule 3(n)(ii) attached hereto sets forth a true and complete list of (A) the address of each parcel of all material real property owned Leased Real Property that is used or held for use by Hosting or Networks in connection with, the Company or any operation of its Subsidiaries their respective Hosting Business as currently operated by each of them (collectively, including the improvements thereof"Hosting Leased Real Property") and (B) the date and the names of the parties to each Real Property Lease in respect of each parcel of Hosting Leased Real Property (collectively, the “Owned "Hosting Real Property”Property Leases"). Hosting and Networks has delivered to VitalStream a true and complete copy of 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 would set forth on Schedule 3(n)(ii) attached hereto, with respect to each Hosting Real Property: (A) such Hosting Real Property Lease is legal, 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 (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 be material to require the Company and its Subsidiaries, taken as a whole, neither the Company nor consent of any of its Subsidiaries is a other party to such Hosting Real Property Lease (except as set forth in Schedule 3(b) attached hereto), will not result in a contract breach of sale or default under such Hosting Real Property Lease, and will not otherwise cause such Hosting Real Property Lease to purchase real property cease to be legal, valid, binding, enforceable and in which full force and effect on identical terms following the conveyance contemplated therein 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 yet been consummateddisturbed, and there are no outstanding options disputes with respect to such Hosting Real Property Lease; (D) Neither Hosting's or rights Network's, on the one hand, nor, to the Knowledge of first refusal Hosting and Networks, any other party to such Hosting Real Property Lease, on the other hand, is in breach or rights default under such Hosting Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of first offer 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 purchase 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 any economic interest in, Hosting or Networks; (G) Neither Hosting nor Networks has subleased, licensed or otherwise granted any Person the parcelright 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. (bv) Section 4.17(bThe 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) of affecting the Company Disclosure Letter sets forth a true, correct and complete list of (i) all material real property leased by the Company or any of its Subsidiaries (collectively, including the improvements thereon, the “Hosting Leased Real Property”), and (ii) all leases, subleases the current use and material licenses or other occupancy agreements, including all amendments and modifications thereto (collectively, of the “Hosting Leased Real Property Leases”) pursuant to which and operation of the Company 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 its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the any Hosting Leased Real Property. (c) 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 Property or any portion of any thereof in the continued operation of the Owned Real Property Hosting Business of Hosting and Networks as currently conducted thereon or the Leased Real Propertycontemplated to be conducted thereon. (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, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Lease. (f) 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.

Real Property. (a) The Company 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 be 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 not 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 portion thereof or interest therein. (b1) Section 4.17(b4.03(r)(1) of the Company Constellation OP Disclosure Letter sets forth a true, correct and complete list of (i) all material the common name and address of each parcel of real property leased owned by a Contributed Entity or a Contributed Entity Subsidiary as of the Company date of this Agreement that has a net book value of $10 million or any of its Subsidiaries more (collectivelyall such real property interests, including the together with all buildings, structures and other improvements thereonand fixtures located on or under such real property and all easements, the rights and other appurtenances to such real property, are individually referred to herein as a “Leased Real Contributed Entity Property”). As of the date of this Agreement, and (iieach of the Contributed Entity Properties is owned by the Contributed Entity or the Contributed Entity Subsidiary indicated on Section 4.03(r)(1) all leases, subleases and material licenses or other occupancy agreements, including all amendments and modifications thereto (collectively, of the “Real Property Leases”) pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Property. (c) Constellation OP Disclosure Letter. Except as would not be material to the Company and its Subsidiaries, taken as a whole, or as set forth in Section 4.17(c4.03(r)(1) of the Company Constellation OP Disclosure Letter, neither the Company 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 any of its Subsidiaries Contributed Entity Subsidiary leases or subleases, or is party obligated to any lease or sublease to at some future date, in each case, as a tenant or subtenant, 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 Propertyreal property. (d2) Except as would not have a Company Material Adverse Effect, the Company and/or its Subsidiaries have The applicable Contributed Entity or Contributed Entity Subsidiary owns good and valid fee simple title to all Owned Real Property and valid leaseholdeach of the Contributed Entity Properties, subleasehold or license interests in all Leased Real Property each case, free and clear of all Liens, except for Permitted Liens. The Owned Real Property and the Leased Real Property constitute all , none of the real property used by the Company which Permitted Liens have resulted in or any of its Subsidiaries would reasonably be expected to result in the operation of their respective businessesa Contributed Entity Material Adverse Effect. (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, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Lease. (f3) There are no pending or, to the Knowledge of the CompanyConstellation OP, threatened condemnation or condemnation, expropriation, eminent domain proceedings, lawsuits or administrative actions relating to rezoning proceedings affecting all or any portion of any of the Owned Real Contributed Entity Properties. The applicable 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 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 each of the Other Parties complete and correct copies of the Contributed Entity Major Leases. (5) To the Knowledge of 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 Constellation OP does not have any Knowledge of) any proposed increase in the assessed valuation of any 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) No purchase option has been 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. (i) 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 (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 in favor of any third party. (8) With respect to each Contributed Entity Property, there is issued and outstanding a Contributed Entity Title Insurance Policy, a copy of which, together with all exception documents referenced therein other than such documents pertaining to utility easements, right of way easements, and other easements for the Leased Real Propertybenefit or use of the public or that do not impose any monetary obligations, 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 Other Parties a rent roll relating to the Contributed Entity Properties that is true, correct and complete in all material respects as of the date 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. (10) The Contributed Entities and the Contributed Entity Subsidiaries have good and valid title to, or a valid and enforceable leasehold interest in, or other right to use, all personal property owned, used or held for use by them as of the date of this Agreement (other than property owned by tenants and used or held in connection with the applicable tenancy), except as has not 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 not resulted in, and would not reasonably be expected to result in, a Contributed Entity Material Adverse Effect.

Real Property. (ai) The Company SEC Documents list Schedule 3.01(n)(i) of the Disclosure Schedules lists all material real property owned by the Company or Real Property Rights of any of its Subsidiaries (collectively, including the improvements thereofAcquired Company, the “Owned Real Property”). Except as would not be 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 any Acquired Company has not yet been consummatedReal Property Rights, and there are no outstanding options or rights of first refusal or rights of first offer to purchase the parcel, or any portion thereof or interest therein. (b) Section 4.17(b) of the Company Disclosure Letter sets forth a true, correct and complete list of (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 appurtenances thereto (collectively, the “Real Property LeasesLand”) pursuant to which the ). Each Project Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as has a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Property. (c) 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 easement, access, license, or license interests right of way interests, as applicable, in all Leased Real Property the Land required or associated with the applicable Project, free and clear of all Liens, except except: (A) for Permitted Liens. The Owned Real Property 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 Leased Real Property constitute all applicable Title Policy. (ii) Except as set forth on Schedule 3.01(n)(ii) of the real property used by Disclosure Schedules, no Acquired Company has entered into 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 of its Subsidiaries in easement, right-of-way, covenant, condition, restriction, reservation, license, agreement or other similar matter that would materially interfere with the operation of their respective businesses. (e) Neither the Company nor any of its Subsidiaries has received notice of any default under any Projects or the business of the material provisions of any Acquired Companies in respect of the Real Property Leases that has not been cured, and, to the Knowledge of the CompanyRights, except as would not have a 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 the real property rights necessary for the Acquired Companies to develop, construct, own and operate the Projects. (v) None of Seller or any Acquired Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication fromnotice of: (A) condemnation, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Lease. (f) There are no pending or, to the Knowledge of the Company, threatened condemnation or eminent domain proceedingsor similar governmental proceeding materially affecting, lawsuits individually or administrative actions relating to any portion of in the Owned Real Property aggregate, the Projects; or (B) zoning, ordinance, building, fire, health or safety code violations materially affecting the Leased Real PropertyProjects.

Real Property. (a) The Company 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 be 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 not 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 portion thereof or interest therein. (b) Section 4.17(b3.19(a) of the Company Seller Disclosure Letter sets forth a true, correct and complete list of (i) all material real property leased and interests in real property owned in fee (or the equivalent in the applicable jurisdiction) by the Company or any of its Subsidiaries 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 (collectivelyeach, including the improvements thereon, the an “Leased Owned 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”) pursuant to which the . The Company or any of its Subsidiaries leases, subleases, licenses a Transferred Subsidiary (as the case may be) has good and marketable fee simple title (or otherwise occupies (whether as a tenant, subtenant or pursuant the equivalent ownership interest in the applicable jurisdiction) to other occupancy arrangements) the Leased all Owned Real Property. (c) , free and clear of all Liens of any nature except for Permitted Liens. Except as would not be material to the Company and its Subsidiaries, taken as a whole, or as set forth in on Section 4.17(c3.19(a) of the Company Seller Disclosure Letter, neither the Company nor any of its Subsidiaries is party Transferred Subsidiary has leased or otherwise granted to any lease or sublease to any third party demising to such third party any Person the right to use or occupy all or any portion of any of the 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 materially impair the Leased use or occupancy of such Owned Real PropertyProperty in the operation of the Business. (db) Except as would not have Section 3.19(b) of the Seller Disclosure Letter sets forth a Company Material Adverse Effecttrue, the Company and/or its Subsidiaries have good fee simple title to all Owned Real Property correct and valid leasehold, subleasehold or license interests in all Leased Real Property free and clear complete list of all Liens, except Permitted Liens. The Owned Real Property and the Leased Real Property constitute all of the real property used leased (or the equivalent in the applicable jurisdiction) by the Company or any Transferred Subsidiary, as lessee, individually representing a total leased area of its Subsidiaries 10,000 square feet or more (the “Real Property Leases”; the real properties specified in such leases being referred to herein as the operation “Leased Real Properties”). Each Real Property Lease is in full force and effect and is a valid and binding obligation of their respective businesses. (e) Neither the Company nor any of its Subsidiaries has received notice of any default under any of or the material provisions of any of the Real Property Leases Transferred Subsidiary that has not been curedis party thereto, as applicable, and, to the Knowledge of the CompanySeller, except as would not have a Company Material Adverse Effect, neither each other party to such Real Property Lease. Each such Real Property Lease is enforceable against the Company nor 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 its 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 the Company or the Transferred Subsidiaries has received any written communication fromnotice 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 given any written communication to, any third party that is commute the same or declare a party to any 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 alleging Leases. 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 such Real Property Leases have been paid in full. All rents and other sums due thereunder have been paid to date. All Leased Real Property is in good working order and repair in all respects material to its use or operation, except for any defects which would not materially impair the use or occupancy of its Subsidiaries such Leased Real Property. The Company or such other partythe Transferred Subsidiary, as the case may be, is enjoys peaceful and undisturbed possession in default under all material respects of such Leased Real Property Lease. (f) There are no pending or, to the Knowledge Property. None of the Company, threatened condemnation Company or eminent domain proceedings, lawsuits any Transferred Subsidiary has subleased or administrative actions relating otherwise granted to any portion of Person the Owned right to use or occupy such Leased Real Property or the Leased Real Propertyany portion thereof.

Real Property. Schedule 3(cc) 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 (ai) The Company SEC Documents list all material real property owned are leased or otherwise possessed by the Company or any of its Subsidiaries (collectively, including the improvements thereof, the “Owned Real Property”). Except as would not be 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 (ii) in connection with which the conveyance contemplated therein has not 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 portion thereof or interest therein. (b) Section 4.17(b) of the Company Disclosure Letter sets forth a true, correct and complete list of (i) all material real property leased by the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition and drilling agreement or (collectively, including iii) the improvements thereon, 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 “Leased Real Property”), and (ii) all leases, subleases and material licenses or other occupancy agreements, including all amendments and modifications thereto conduct of its business (collectively, the “Real Property LeasesProperty”). Schedule 3(cc) pursuant 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 leases, subleases, licenses is a party or otherwise occupies (whether as a tenant, subtenant bound or pursuant to other occupancy arrangements) the Leased Real Property. (c) Except as would not be material affected with respect to the Company and its Subsidiaries, taken as a whole, or Real Property (the “Real Property Leases”). Except as set forth in Section 4.17(c) Schedule 3(cc), the Company or its Subsidiaries is the sole legal and equitable owner of a leasehold interest in all of the Real Property, and possesses good and marketable, indefeasible title thereto, free and clear of all Liens and other matters affecting title to such leasehold that could impair the ability of the Company Disclosure Letter, or its Subsidiaries to realize the benefits of the rights provided to it under the Real Property Leases. All of the Real Property Leases are valid and in full force and effect and are enforceable against the Company or its Subsidiaries and neither the Company nor any other party thereto is in default under any of its Subsidiaries is such Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both could constitute a default under, or otherwise give any party to any lease or sublease to any third party demising to such third party any the right to occupy all or any portion of terminate, any of the Owned such Real Property Leases, or could adversely affect 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 Company’s or any of its Subsidiaries interest in and title to the operation of their respective businesses. (e) Neither the Company nor Real Property subject to any of its Subsidiaries has received notice of any default under any 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 material provisions of any transactions contemplated hereby or by the other Transaction Documents. All of the Real Property Leases that has not been curedwill remain in full force and effect upon, andand permit, to the Knowledge consummation of the Company, except as would not have a Company Material Adverse Effect, neither transactions contemplated hereby or by the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Lease. (f) Transaction Documents. There are no pending or, to the Knowledge knowledge of the Company, threatened condemnation or condemnation, eminent domain or similar proceedings, lawsuits or administrative actions relating to litigation or other proceedings affecting the Real Property, or any portion or portions thereof. To the knowledge of the Owned Company, there are no pending or threatened requests, applications or proceedings to alter or restrict any zoning or other use restrictions applicable to the Real Property or that would interfere with the Leased Real Propertyconduct of the Company’s business.

Real Property. (aSchedule 4.15(i) The of the Company SEC Documents list all material 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, including the improvements thereof, the “Owned Company Leased Real Property”). Except as would not reasonably be material expected to have, individually or in the aggregate, a Company Material Adverse Effect (a) the Company and its SubsidiariesSubsidiaries have good, taken as a whole, neither valid and marketable title to all Company Owned Real Property and valid leasehold estates in 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 not 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 portion thereof or interest therein. (b) Section 4.17(b) of the Company Disclosure Letter sets forth a true, correct and complete list of (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”) pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any Subsidiaries free and clear of all Encumbrances, except Permitted Encumbrances, (b) to the knowledge of the Company, there are no pending disputes related to the Company Owned Real Property, (c) 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. , (cd) Except 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 would not be material 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 its Subsidiarieseffect and is valid and enforceable against the Company or such Subsidiary and, taken as a whole, or as set forth in Section 4.17(c) to the knowledge of the Company Disclosure LetterCompany, 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 is party Subsidiaries, or to any lease or sublease to any third party demising to such third party any right to occupy all or any portion of any the knowledge of the Owned Real Property or the Leased Real Property. (d) Except as would not have a Company Material Adverse EffectCompany, the Company and/or its Subsidiaries have good fee simple title to all Owned Real Property and valid leaseholdany other party thereto, 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 written notice of any default under any Company Real Property Lease and to the knowledge of the material provisions of any Company as of the Real Property Leases that has not been cured, and, to date of this Agreement no facts or circumstances exist which with the Knowledge passage of the Company, except as time and/or notice would not have constitute a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such any Company Real Property Lease. (f) 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.

Real Property. (a) The Company SEC Documents Schedule 3.13(a) of the Seller Disclosure Letter sets forth a list all material real property owned by and the Company or any addresses of its Subsidiaries (collectively, including the improvements thereof, Owned Real Property as of the “date hereof. With respect to each Owned Real Property”). Except : (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 would set forth on Schedule 3.13(a) of the Seller Disclosure Letter, the applicable Conveyed Companies have not be material leased or otherwise granted to any Person the Company right to use or occupy such Owned Real Property or any portion thereof; and its Subsidiaries(iii) other than the right of Purchaser pursuant to this Agreement, 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 not yet been consummated, and there are no outstanding options options, rights of first offer or rights of first refusal or rights of first offer to purchase the parcel, 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 property or interest therein. (b) Section 4.17(bSchedule 3.13(b) of the Company Seller Disclosure Letter sets forth a true, correct list and complete list the addresses as of (i) the date hereof of all material real property leased by the Company or any of its Subsidiaries (collectively, including the improvements thereon, the “Leased Real Property”), and Property pursuant to the leases (ii) all leases, subleases and material licenses or other occupancy agreements, including all amendments amendments, extensions, renewals, guaranties and modifications thereto other agreements with respect thereto) listed on Schedule 3.13(b) of the Seller Disclosure Letter (collectively, the “Real Property Leases”). Except as set forth in Schedule 3.13(b) pursuant of the Seller Disclosure Letter, with respect to which each of the Company or any Real Property Leases: (i) the Conveyed Companies’ possession and quiet enjoyment of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real PropertyProperty 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 not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (iii) the Conveyed Companies have not collaterally assigned or granted any other security interest in such Real Property Leases or any interest therein. (c) Schedule 3.13(c) of the Seller Disclosure Letter sets forth a true and complete list as of the date hereof of all Landlord Leases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto), including the date and name of the parties to such Landlord Lease document. Except as would not be material to the Company and its Subsidiaries, taken as a whole, or as set forth in Section 4.17(cSchedule 3.13(c) of the Company Seller Disclosure Letter, neither with respect to each of the Company nor any of its Subsidiaries is Landlord Leases: (i) the other 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 Landlord Lease is not an Affiliate of, and otherwise does not have a Company Material Adverse Effectany economic interest in, 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. Conveyed Companies; (eii) 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 Seller, the Company, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a other party to such Landlord Lease has not subleased, licensed or otherwise granted any of Person the Real Property Leases alleging that right to use or occupy, the Company premises demised thereunder or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Lease. portion thereof; and (fiii) There are no pending or, to the Knowledge of Seller, the Company, threatened condemnation other party has not collaterally assigned or eminent domain proceedings, lawsuits or administrative actions relating to granted any portion of the Owned Real Property or the Leased Real Propertyother security interest in such Landlord Lease.

Real Property. (a) The Section 4.14(a) of the Company SEC Documents Disclosure Schedule sets forth a complete and accurate list of all material real property owned by the Company or any of its Subsidiaries Transferred Entities (collectively, including the improvements thereof, the “Owned Real Property”). Except as would not be 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 not 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 portion thereof or interest therein. (b) Section 4.17(b) of the Company Disclosure Letter sets forth a true, correct and complete list of (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”) pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Property. (c) 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 The applicable Transferred Entities have a Company Material Adverse Effect, the Company and/or its Subsidiaries have good fee simple or comparable valid title to all Owned Real Property and valid leaseholdProperty, subleasehold or license interests in all Leased Real Property free and clear of all Liens, except Permitted Liens. The Company has made or will make available to Purchaser copies of any title insurance policies currently insuring the Owned Real Property and copies of the Leased most recent (if any surveys of the same. With respect to each parcel of Owned Real Property: (i) the Company has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property constitute all of the real property used by the Company or any of its Subsidiaries in the operation of their respective businesses.portion thereof; (eii) Neither other than the Company nor any right of its Subsidiaries has received notice Purchaser pursuant to this Agreement, there are no outstanding options, rights of any default under any first offer or rights of the material provisions of any of the first refusal to purchase such Owned Real Property Leases that has not been curedor any portion thereof or interest therein; and (iii) there are no pending, and, or to the Knowledge knowledge of the Company, except as would not have a Company Material Adverse Effectany threatened, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Lease. (f) There are no pending or, to the Knowledge of the Company, threatened condemnation or eminent domain proceedings, lawsuits or administrative actions proceedings relating to any portion of the Owned Real Property or the Leased Real Property or other matters adversely affecting the current use, occupancy or value thereof. (b) Section 4.14(b) of the Company Disclosure Schedule sets forth a complete and accurate list of all of the real property leased, subleased, licensed or otherwise occupied by any Transferred Entity, including all amendments, extensions, renewals and guaranties (the “Leased Real Property”). The applicable Transferred Entities have a valid leasehold or subleasehold (as applicable) interest in all Leased Real Property, free and clear of all Liens, except Permitted Liens. The Transferred Entities have not received since the Lookback Date any notice of any, and to the knowledge of 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. Subject to the Bankruptcy and Equity Exception, all leases and subleases for the Leased Real Property 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, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Real Property. (a) The Company 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 be 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 not 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 portion thereof or interest therein. (b) Section 4.17(b) of the Company Disclosure Letter sets forth a true, correct and complete list of (i) all material Each real property leased by lease Contracts for the Company or any of its Subsidiaries properties used in connection with the JCA Entities that are set forth on Schedule 4.14(a) hereto (collectively, including the improvements thereon, 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 reasonably be expected to have, individually or in the aggregate, a JCA Material Adverse Effect; (ii) all leasesthere are no defaults by AGCO or a JCA Entity (or any conditions or events that, subleases and material licenses after notice or other occupancy agreementsthe lapse of time or both, including all amendments and modifications thereto (collectively, the “would constitute a default by AGCO or a JCA Entity) under any JCA Real Property Leases”) pursuant Lease and to which the Company 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 its Subsidiaries leasestime 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 otherwise occupies (whether as a tenant, subtenant or occupancy agreements pursuant to which any third party is granted the right to use the JCA Leased Real Property other occupancy arrangementsthan 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 received any written notice that any material portion of the JCA Leased Real Property will be condemned, requisitioned or otherwise taken by any public authority. (b) With respect to the JCA Leased Real Property, neither AGCO nor any JCA Entity has exercised or given any notice of exercise of any 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) of the AGCO Disclosure Schedule. (c) 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) None of AGCO’s nor any JCA Entity’s current use of the Company Disclosure Letter, neither the Company nor JCA Leased Real Property violates in any material respect any restrictive covenant of its Subsidiaries is party to any lease record or sublease to any third party demising to applicable Law that affects such third party any right to occupy all or any portion of any property. The facilities at each of the Owned Real Property or the JCA Leased Real PropertyProperties are in good operating condition in all material respects (except for reasonable and customary wear and tear) and are adequate and suitable for their current uses and purposes. (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 None of the JCA Entities has ever owned any real property used by the Company or any of its Subsidiaries in the operation of their respective businessesproperty. (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, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Lease. (f) 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.

Real Property. (a) The Company SEC Documents list all material real property owned by Except as set forth in Section 2.15 of the Company or any of its Subsidiaries (collectively, including the improvements thereof, the “Owned Real Property”). Except as would not be material to the Company and its Subsidiaries, taken as a wholeDisclosure Schedule, neither the Company nor any of its Subsidiaries is a party to a contract of sale to purchase owns or has owned any real property in which the conveyance contemplated therein has not yet been consummatedsince March 1, and there are no outstanding options or rights of first refusal or rights of first offer to purchase the parcel, or any portion thereof or interest therein. (b) 2005. Section 4.17(b) 2.15 of the Company Disclosure Letter sets forth Schedule contains a true, correct complete and complete accurate list as of (i) all material real property leased by the Company or any date of its Subsidiaries (collectively, including the improvements thereon, the “Leased Real Property”), and (ii) this Agreement of all leases, subleases and material licenses or other occupancy agreements, including all amendments and modifications thereto (collectively, the “Real Property Leases”) similar arrangements pursuant to which the Company or any of its Subsidiaries leasesleases any interest in real property (the “Leases“). True, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant correct and complete copies of the Leases have been provided to other occupancy arrangements) the Leased Real Property. (c) Except as would not be material Parent prior to the date of this Agreement. The Company and its Subsidiaries, taken as or a whole, or as set forth in Section 4.17(c) Subsidiary 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 has valid leasehold, subleasehold or license leasehold interests in all Leased Real Property of its leased properties, free and clear of all LiensLiens (except for Permitted Liens and all other title exceptions, except Permitted Liens. The Owned Real Property defects, encumbrances and other matters, whether or not of record, which do not materially affect the Leased Real Property constitute all continued use of the real property for the purposes for which the property is currently being used by the Company or any 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, no condemnation or similar proceeding has been commenced or threatened against the real property subject to the Leases. To the knowledge of the Company, none 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 fixtures and improvements thereon, are in good working order and condition. The Company and its Subsidiaries that are the applicable tenants under the Leases (i) are not in material breach under Leases to which they are parties, and to their knowledge, the landlords are not in material breach under the Leases to which they are parties, (ii) have not prepaid any rents or other amounts payable under the Leases more than 30 days in 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 use, occupancy and operation of the leased premises and the conduct of their respective businesses. business (eincluding certificates of completion and certificates of occupancy) Neither the Company nor any and all required zoning, building code, land use and other similar permits or approvals, all of its Subsidiaries has received notice of any default under any which are in full force and effect as of the material provisions date of any of the Real Property Leases that has not been cured, this Agreement and, to the Knowledge knowledge of the Company, except as would not have a Company Material Adverse Effectsubject to revocation, neither the Company nor any of its Subsidiaries has received any written communication fromsuspension, forfeiture or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Leasemodification. (f) 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.

Real Property. (a) The Section 4.9(a) of the Company SEC Documents Disclosure Schedule includes an accurate and complete list all material of the real property (other than leasehold interests) owned by the Company or any of its the Companies or Company Subsidiaries (collectivelyat any time since February 1, 2016, or to the Knowledge of Companies owned at time before that date, including the improvements thereof, 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”). Except The Companies and the Company 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 leased or otherwise granted to any person or entity the right to occupy the Owned Real Property or any portion thereof, except as would not be material set forth in Section 4.9(a) of the Company Disclosure Schedule. Neither the Companies nor the Company Subsidiaries have received written, or to the Company and its SubsidiariesKnowledge of the Companies oral, taken as a whole, neither notice of any condemnation 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 its Subsidiaries is a party to a contract any default or breach under any covenant, condition, restriction, right of sale to purchase real property in which way, easement or license affecting the conveyance contemplated therein has not yet been consummated, and there are no outstanding options or rights of first refusal or rights of first offer to purchase the parcelOwned Real Property, or any portion thereof or interest thereinthereof, 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) Section 4.17(b4.9(b) of the Company Disclosure Letter sets forth a true, correct Schedule includes an accurate and complete list of (i) all material real property leased leases, subleases, licenses or other occupancies used by the either Company or any of its Subsidiaries Company Subsidiary or to which either Company or any Company Subsidiary is a party as lessee (collectively, including the improvements thereon“Real Property Leases,” and the properties leased thereunder, the “Leased Real Property”), and (ii) all leases, subleases and material licenses or other occupancy agreements, including all amendments and modifications thereto (collectively, . The leasehold interests relating to the “Real Property Leases”) pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Property. (c) 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 Leases are free and clear of all Liens, except other than Permitted Liens. The Owned No material default by either Company or any Company Subsidiary, or, to the Knowledge of the Companies, the lessor, exists under any Real Property and the Leased Leases. Each Real Property constitute all of the real property used by Lease is legal, valid and binding on, and enforceable against, 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 Subsidiary which is party to such Real Property Leases that has not been curedLease, and, to the Knowledge of the CompanyCompanies, except on and 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 would not have a Company Material Adverse Effect, neither set forth on Section 4.9(b) of the Company Disclosure Schedule, the Companies and the Company Subsidiaries are not subleasing or licensing to any Person the right to use or occupy any portion of the Leased Real Property. Neither the Companies nor any of its the Company Subsidiaries has have received any written communication fromwritten, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Lease. (f) There are no pending or, to the Knowledge of the CompanyCompanies oral, threatened notice of any condemnation or other proceeding in eminent domain proceedings, lawsuits or administrative actions relating to affecting any portion parcel of the Owned Leased 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 Leased 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 Leased Real Property, or any portion thereof, that remains uncured. Any easements and rights-of-way that serve the Leased 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 Leased Real Property have been obtained and complied with.

Real Property. (a) The Company SEC Documents Section 4.15(a) of the FA Disclosure Schedule sets forth a true and complete list of all material real property and interests in real property owned or purported to be owned by the Company FA or any of its Subsidiaries that has a value individually of at least $10 million (collectively, including the improvements thereof, the “FA Owned Real Property”)) and the address for each FA Owned Real Property. Except as would not be material to the Company and FA or its Subsidiaries, taken as a wholethe case may be, neither holds good and marketable fee title to the Company nor any FA Owned Real Property, free and clear of its Subsidiaries is a party to a contract of sale to purchase real property in which the conveyance contemplated therein has not yet been consummatedall Liens, and there are no outstanding options or rights of first refusal or rights of first offer to purchase the parcel, or any portion thereof or interest thereinexcept for Permitted Liens. (b) Section 4.17(b4.15(b)(i) of the Company FA Disclosure Letter Schedule sets forth (i) a true, correct true and complete list of (i) all material real property leased leased, subleased or otherwise occupied but not owned by the Company FA or any of its Subsidiaries with, as applicable, annual rental payments expected to be paid by FA or such Subsidiary for calendar year 2015 in excess of $1 million per lease, sublease or otherwise (collectively, including the improvements thereon, the “FA Leased Real Property”), and (ii) all leasesthe address for each parcel of FA Leased Real Property, subleases and material licenses (iii) a description of the applicable lease, sublease, occupancy agreement or other occupancy agreementsagreement therefor and any and all material amendments, including all amendments modifications and modifications side letters relating thereto (collectively, true and correct copies of each of which FA has delivered to GSM) and (iv) the “Real Property Leases”) pursuant to which the Company current rent amounts payable by FA or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant related to other occupancy arrangements) the each FA Leased Real Property. (c) Except as would not be material to the Company and . FA or its Subsidiaries, taken as the case may be, has a whole, valid and subsisting leasehold or as set forth subleasehold interest 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 FA Leased Real Property free and clear of all Liens, except for Permitted Liens. . (c) The FA Owned Real Property and the FA Leased Real Property constitute are referred to collectively herein as the “FA Real Property.” The FA Real Property constitutes all real property necessary for the conduct of the real property used by 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 Company aggregate, material liability to FA or any of 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 in the operation of their respective businesses. compliance in all respects with all existing Laws applicable to such FA Real Property, and (eii) Neither the Company neither FA nor any of its Subsidiaries has received written notice of any default under 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 material provisions of any of the FA Real Property Leases that has not been cured, and, to the Knowledge of the Company, except as would not have a Company Material Adverse Effect, and neither the Company FA nor any of its Subsidiaries has received written notice of the existence of any written communication fromoutstanding Order or of any pending Proceeding and to the Knowledge of FA, there is no such Order, or given Proceeding threatened, relating to the ownership, lease, use, occupancy or operation by any written communication toPerson of the FA Real Property. Other than the FA Lease Agreements, there are no leases, subleases, licenses or other agreements granting any third party that is a party Person the right to use or occupy any of the FA Real Property Leases alleging that the Company 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 such other party, as right to any third party to purchase any of the case may be, is in default under such FA Real Property Leaseor 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 the continued conduct of business in the ordinary course, subject to reasonable wear and tear. (fd) There Neither FA nor any of its Subsidiaries is a lessee under any lease or sub-lease of any mining property. (e) Except as has not and would not reasonably be expected to, individually or in the aggregate, materially impair the conduct of the business, financial condition or results of operations of FA and its Subsidiaries as currently conducted: (i) FA or its Subsidiaries has adequate rights of ingress and egress with respect to the FA Concession Properties, and to all 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 no pending or, sufficient to operate the business of FA and its Subsidiaries as it is currently conducted; (iii) to the Knowledge of FA, the CompanyFA 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; (iv) the FA Concession Contracts include all real estate leasehold rights necessary to conduct mining and reclamation activities necessary to operate the business of FA and its Subsidiaries as it is currently conducted; and (v) all location fees, threatened condemnation mining claim rental fees, maintenance fees or eminent domain proceedings, lawsuits similar payment obligations required to hold each such FA Concession Property and maintain it in good standing have been paid or administrative actions relating other similar payment obligations related to any portion of the Owned Real Property FA Concession Contracts or the Leased Real Propertyextraction 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 without setoff or claims unless otherwise accurately and fully reserved for or recorded and accrued as a payable in the FA Financial Statements.

Real Property. (a) The Section 3.17(a) of the Company SEC Documents list Disclosure Schedule identifies all material of the real property estate owned by the Company or any of its Subsidiaries as of the date of this Agreement (collectivelytogether with all of the buildings, including the structures and other improvements thereoflocated thereon, the “Owned Real Property”). Except as would not be material to the The Company and its Subsidiaries, taken as a whole, neither the Company nor any or one of its Subsidiaries is 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 or any portion thereof other than the Company or a party to a contract Subsidiary of sale to purchase real property in which the conveyance contemplated therein has not yet been consummatedCompany, 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. There are no outstanding options or rights of first refusal or rights in favor of first offer any third party to purchase the parcel, Owned Real Property or any portion thereof or interest therein. (b) Section 4.17(b3.17(b) of the Company Disclosure Letter Schedule sets forth a true, correct and complete list of (i) all material real property leased subject 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 (ii) 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 and material licenses or other subleases, licenses, occupancy agreements, including all amendments and modifications thereto (collectivelyoptions, the “Real Property Leases”) pursuant rights or other agreements or arrangements to which the Company or any of its Subsidiaries leasesis a party, subleasesgranting to any Person the right to use, licenses occupy or otherwise occupies (whether as obtain a tenant, subtenant or pursuant to other occupancy arrangements) real property interest in any of the Leased Real Property. (c) Except as would not be material True, correct and complete copies of each Real Estate Lease have been made available to Parent prior to the Company and its Subsidiariesdate hereof, 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, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication toincluding, any third party that is a party to any of the Real Property Leases alleging that the Company amendments, modifications or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Leasechanges thereto. (f) 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.

Real Property. (a) HSBC Finance Corporation has made available to Purchaser complete and accurate copies of each of the Assigned Leases. The Company SEC Documents list all material real property owned by the Company Purchased Real Property is not subject to any lease, license or sublicense in favor of any of its Subsidiaries (collectively, including the improvements thereof, the “Owned Real Property”). Except as would not be 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 not 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 portion thereof or interest thereinthird party. (b) Section 4.17(b) Seller or a Seller subsidiary has good and marketable fee simple title to the Purchased Real Property, free and clear of the Company Disclosure Letter sets forth all Liens other than Permitted Liens. Seller or a true, correct Selling Entity has a good and complete list of (i) all material real property leased by the Company or any of its Subsidiaries (collectively, including the improvements thereon, the “marketable leasehold interest in each Leased Real Property”), free and (ii) clear of all leases, subleases and material licenses or Liens other occupancy agreements, including all amendments and modifications thereto (collectively, the “Real Property Leases”) pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Propertythan Permitted Liens. (c) Except as would not be material As of the date hereof, there are no pending, or to Sellers’ Knowledge threatened, appropriation, condemnation, eminent domain or like proceedings relating 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 Purchased Real Property or or, to Sellers’ Knowledge, the Leased Real Property. (d) Except as As of the date hereof, 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 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, except Except as would not not, individually or in the aggregate, have a Company Material Adverse Effect, neither no Person other than the Company nor Selling Entities has (or will have, at Closing) (i) any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to right in any of the Purchased Real Property Leases alleging that the Company or any of its Subsidiaries right to use or such other party, as the case may be, is in default under such Real Property Lease. (f) There are no pending or, to the Knowledge of the Company, threatened condemnation or eminent domain proceedings, lawsuits or administrative actions relating to occupy any portion of the Owned Purchased Real Property or (ii) any right to use or occupy any portion of the Leased Real Property.

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 (i) any lien for taxes not yet due and payable, (ii) any lease obligations under the Assumed Contracts (iii) easements, restrictions and other matters of record, 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, (iv) zoning regulations and other governmental laws, rules, regulations, codes, orders and directives affecting the Real Property, including any violations thereof, so long as such violations do not, individually or collectively, materially interfere with the operation of the Facilities in a manner consistent with the current use by the Seller Entities, (v) unrecorded easements, discrepancies, boundary line disputes, overlaps, encroachments and other matters that would be revealed by an accurate survey or inspection of the Real Property, 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 (vii) 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) The Company SEC Documents list all material real property owned by the Company or Except as set forth on Schedule 3.10(a), neither Seller nor any of its Subsidiaries the Seller Entities has received during the past three (collectively3) years written notice from any Government Entity of a material violation of any applicable ordinance or other law, including order or regulation with respect to the improvements thereof, the “Owned Real Property”). ; (b) Except as would not be material set forth in Schedule 3.10(b), to the Company knowledge of Seller, the Owned Real Property and its Subsidiaries, taken as a whole, neither the Company operation are in material compliance with all 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 Subsidiaries current use; (d) There are no tenants or other Persons occupying any space in the Real Property, other than pursuant to tenant 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 party to “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 contract list of sale to purchase real property in which the conveyance contemplated therein has not yet been consummatedall 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 options, rights of first offer or rights of first refusal or rights of first offer granted by the Seller Entities to purchase the parcel, any Owned Real Property or any portion thereof or interest therein.; (bh) Section 4.17(bSchedule 3.10(h) of the Company Disclosure Letter sets forth a true, correct an accurate and complete list of (i) all material real property leased by 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 Company or any Leased Real Property necessary for the operation of its Subsidiaries (collectivelythe Facilities as currently conducted, including the improvements thereon, the “Leased Real Property”), any ground leases and (ii) all leases, subleases and material licenses or other occupancy agreements, including all amendments and modifications thereto any leases for parking (collectively, the “Real Property Operating Leases”) pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses ). Seller has delivered or otherwise occupies (whether made available to Buyer complete, correct and current copies of all Operating Leases. Except as a tenantset forth on Schedule 3.10(h), subtenant the Operating Leases are assignable by the applicable Seller Entity to Buyer or pursuant 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 3.10(h), are legally valid, binding and enforceable against the applicable Seller Entity and, to Seller’s knowledge, all other occupancy arrangements) the Leased Real Propertyparties thereto in accordance with their respective terms and are in full force and effect. (ci) There are no material defaults by the Seller Entities or, 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 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 Letteron Schedule 3.10(j), neither the Company Seller nor any of its Subsidiaries the Seller Entities is a party to any lease or sublease Tax abatement agreement relating to any third party demising to such third party any right to occupy all or any portion of any of the Owned Real Property nor are there any outstanding waivers or agreements extending the Leased Real Property. (d) Except as would not have a Company Material Adverse Effect, statute of limitations for any period with respect to any Tax to which 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 may be subject following the Closing; and (k) The Real Property free and clear of all Liens, except Permitted Liens. The Owned Real Property and the Leased Real Property constitute comprises all of the real property owned or leased or otherwise used or occupied by the Company Seller Entities that is associated with or any of its Subsidiaries employed in the operation of their respective businessesthe Facilities. (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, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Lease. (f) 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.

Real Property. (a) The Section 4.14(a) of the Company SEC Documents Disclosure Schedules sets forth a true and complete list in all material real property owned by respects of all Owned Real Property as of the date of this Agreement. Except as set forth on Section 4.14(a) of the Company Disclosure Schedules, none of the Company or any of its Subsidiaries (collectively, including the improvements thereof, the “Owned Real Property”). Except as would not be material to the Company and its Subsidiaries, taken as a whole, neither the Company nor has owned any of its Subsidiaries is a party to a contract of sale to purchase other real property in which the conveyance contemplated or held any interest therein has not yet been consummatedsince December 31, and there are no outstanding options or rights of first refusal or rights of first offer to purchase the parcel, or any portion thereof or interest therein2012. (b) Section 4.17(b) of the Company Disclosure Letter sets forth a true, correct and complete list of (i) all material real property leased by the The Company or any one of its Subsidiaries (collectively, including the improvements thereon, the “Leased has good and insurable title in fee simple to all Owned Real Property”), free and (ii) clear of all leases, subleases and material licenses or other occupancy agreements, including all amendments and modifications thereto (collectively, the “Real Property Leases”) pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real PropertyEncumbrances except Permitted Encumbrances. (c) Except There is no Leased Real Property 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 date 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 Propertythis Agreement. (d) Except as would not have a Company Material Adverse Effect, No parcel of the Company and/or its Subsidiaries have good fee simple title to all Owned Real Property and valid leaseholdProperty, 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 portion thereof, is subject to any Order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment 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 curedcompensation therefor, andnor, to the Knowledge of the Company, except as would not have a has any such condemnation, expropriation or taking been proposed. (e) To the Knowledge of the Company, the use, occupancy, and operation of the Owned Real Property by the Company Material Adverse Effect, neither and its Subsidiaries comply in all material respects with applicable Law. Nether the Company nor any of its Subsidiaries has received any written communication from, or given notice to the contrary from any written communication to, any third party that is a party to any Governmental Authority. (f) To the Knowledge of the Company, the Owned Real Property Leases alleging 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 or any of its Subsidiaries or for the current use of such other party, as the case may be, is in default under such Owned Real Property Lease. (f) Property. There are no pending ormaterial adverse physical conditions and, to the Knowledge of the Company, threatened condemnation there are no material latent defects affecting any Owned Real Property. (g) Except as set forth on Section 4.14(g) of the Company Disclosure Schedules, since December 31, 2012, none of the Company or eminent domain proceedingsany of its Subsidiaries has subleased, lawsuits licensed or administrative actions relating otherwise granted to any portion of other Person the right to use or occupy the Owned Real Property or any portion thereof. Except as set forth on Section 4.14(g) of the Leased 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 PropertyProperty or any part thereof.

Real Property. (a) The Company SEC Documents list With respect to the Nalco Owned Real Property and Nalco Leased Real Property all material real property owned by buildings, structures, fixtures and improvements are in all respects adequate and sufficient and in satisfactory condition, to support the Company operations of Nalco and the Nalco Subsidiaries as presently conducted, except in respects that, individually or any of its Subsidiaries (collectivelyin the aggregate, including the improvements thereof, the “Owned Real Property”). Except as have not had and would not reasonably be material expected to the Company and its Subsidiaries, taken as have 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 not 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 portion thereof or interest thereinNalco Material Adverse Effect. (b) Section 4.17(b) With respect to each parcel of the Company Disclosure Letter sets forth a true, correct and complete list of Nalco Owned Real Property (i) all material real property leased by Nalco or the Company applicable Nalco Subsidiary has good and marketable fee simple (or any of its Subsidiaries (collectively, including the improvements thereon, the “Leased equivalent) title to such Nalco Owned Real Property”), free and clear of all Liens other than Permitted Liens, (ii) all leases, subleases and material licenses there are no outstanding written agreements or other occupancy agreementsContracts to purchase, including all amendments and modifications thereto (collectivelyexchange, the “place a Lien against, lease or otherwise transfer such Nalco Owned Real Property Leases”and (iii) pursuant there are no pending or, to which the Company knowledge of Nalco, threatened condemnation or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant other Proceedings relating to other occupancy arrangements) the Leased 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) Except as would not be material With respect to the Company and its Subsidiaries, taken as each Lease relating to a whole, or as set forth in Section 4.17(c) parcel 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 Nalco Leased Real Property (i) Nalco or the applicable Nalco Subsidiary that is party thereto has good and valid leasehold interests in such Lease (subject to the terms of the applicable Lease governing its interests therein), in each case free and clear of all Liens, except other than Permitted Liens. The Owned Real Property , (ii) each such Lease is the legal, valid, binding and enforceable obligation of Nalco or the Leased Real Property constitute all applicable Nalco Subsidiary that is lessee thereunder and (iii) Nalco or the applicable Nalco Subsidiary has complied with the terms of the real property used by the Company such Lease, except, in each case, in respects that, individually 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 aggregate, have not been cured, and, to the Knowledge of the Company, except as had and would not reasonably be expect to have a Company Nalco Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Lease. (f) 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.

Real Property. (a) The Company SEC Documents list all material Except for the real property owned by set forth in Section 3.5(a) of the Company or any of its Subsidiaries Seller Disclosure Letter (collectively, including the improvements thereof, the “Owned Real Property”), none 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. Except 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 be material materially and adversely affect the ability of AAR Manufacturing to perform its obligations under 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 not 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 portion thereof or interest thereinGoldsboro Real Estate Lease. (b) Section 4.17(b3.5(b) of the Company Seller Disclosure Letter sets forth a trueforth, correct and complete list as of the date of this Agreement, (i) the address and location of all material real property leased by the Company or any of its Subsidiaries (collectively, including the improvements thereon, the “Leased Real Property”), Property and (ii) a list of all leases, subleases and material licenses or other occupancy agreements, including all amendments and modifications thereto leases governing the Leased Real Property (collectively, the “Real Property Leases”) pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Property). (c) Except Each Real Property Lease is, as would not be material of the date of this Agreement, valid and in full force and effect in accordance with the terms of such Real Property Lease, subject to proper authorization and execution of such Real Property Lease by the counterparties 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 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 Satair JV or any portion of other party thereto under any of the Owned Real Property or the Leased Real PropertyLease. (d) Except as would not Sellers have a Company Material Adverse Effectmade available to Buyer full, the Company and/or its Subsidiaries have good fee simple title to all Owned complete and accurate copies of each Real Property Lease, together with all amendments and valid leasehold, subleasehold or license interests in all Leased Real Property free and clear assignments 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, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Lease. (fe) There are no pending orTo Sellers’ Knowledge, to the Knowledge each parcel of the Company, threatened condemnation or eminent domain proceedings, lawsuits or administrative actions relating to any portion of the Owned Real Property or is properly licensed, permitted and authorized for the Leased Real Propertyoperation of the business conducted thereon.

Real Property. (ai) The Company SEC Documents list Schedule 3.6(b)(i) sets forth all material real property owned by Seller Parties and primarily or exclusively used in connection with the Company or any of its Subsidiaries Business (collectively, including the improvements thereof, the “"Owned Real Property”"). Except as would not be 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 not 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 portion thereof or interest therein. (b) Section 4.17(b) of the Company Disclosure Letter sets set forth a true, correct and complete list of (i) all material real property leased by the Company or any of its Subsidiaries (collectively, including the improvements thereon, the “Leased Real Property”on Schedule 3.6(b)(i), and (ii) all leases, subleases and material licenses Seller Parties have not leased or other occupancy agreements, including all amendments and modifications thereto (collectively, the “Real Property Leases”) pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Property. (c) 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 granted to any lease or sublease to any third party demising to such third party any Person the right to occupy all possess 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, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Lease. (f) There are no pending or, to the Knowledge of the Company, threatened condemnation or eminent domain proceedings, lawsuits or administrative actions relating to use any portion of the Owned Real Property or granted any unrecorded options, rights of first offer or rights of first refusal to purchase any of the Owned Real Property. (ii) Schedule 3.6(b)(ii) sets forth a true and complete description of all Real Property 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 3.6(b)(ii), collectively, the "Leased Real Property") including, for each tract of Leased Real Property, the owner, the address, the annual fixed rental, the expiration of the term, any extension options and any security deposits. Except as set forth on Schedule 3.6(b)(ii), no Seller Party leases any Real Property or any interest in any Real Property used primarily or exclusively in connection with the Business. All of the Leased Real Property is used or occupied by a Seller Party pursuant to a written or oral lease, License or occupancy Contract, (collectively with all amendments, extensions, renewals, guaranties and other agreements with respect thereto, the "Real Property Leases"). A true and correct copy of each written Real Property Lease and a true and correct written description of the terms of each oral Real Property Lease, in each case, with respect to the Leased Real Property required to be listed on Schedule 3.6(b)(ii), has been delivered to Buyer Parties. Each Real Property Lease is valid, binding and enforceable in accordance with its terms 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 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 or could have a material adverse effect on the Business or such parcel of the Real Property.

Real Property. (a) The Company SEC Documents list all material Section 3.15(a) of the Seller Disclosure Schedules sets forth a complete and correct list, as of the date of this Agreement, of each parcel of real property owned by the Company or any Acquired Companies which is material to the operations of its Subsidiaries the Acquired Companies being conducted as of the date hereof (such property collectively, including the improvements thereof, the “Company Owned Real Property” and, together with the Company Owned Real Property, hereinafter collectively, the “Real Property”). Except as would not reasonably be material expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Acquired Company has good and its Subsidiariesvalid title to such Company Owned Real Property, taken free and clear of all Liens, other than Permitted Liens. As of the date hereof, no Acquired Company has received written notice of any pending or threatened 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 a wholeset forth in Section 3.15(a) of the Seller Disclosure Schedules, neither the with respect to each 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 not yet been consummatedOwned Real Property, and (i) there are no outstanding options or rights of first refusal or rights of first offer to purchase the parcelCompany Owned Real Property, or any portion thereof 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 business consistent with past practice. (b) Section 4.17(b3.15(b) of the Company Seller Disclosure Letter Schedules sets forth a truecomplete and correct list, correct and complete list as of (i) all the date of this Agreement, of each lease of the Acquired Companies that is material real property leased by to the Company or any operations of its Subsidiaries the Acquired Companies being conducted as of the date hereof (collectively, including the improvements thereon“Material Leases” and each such property respectively leased pursuant thereto, the “Company Leased Real Property”). The Seller has delivered to the Acquirors true, complete and correct copies of each Material Lease, and (ii) all leasesthere have been no amendments, subleases and material licenses modifications or extensions of such Material Leases other occupancy agreements, including all amendments and modifications thereto (collectively, the “Real Property Leases”) pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Property. (c) Except as would not be material to the Company and its Subsidiaries, taken as a whole, or as than those 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, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Lease. (f) 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.3.15(b)

Real Property. (a) The Company 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 be 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 not 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 portion thereof or interest therein. (b) Section 4.17(b3.14(a) of the Company Disclosure Letter sets forth a true, correct and complete (in all material respects) list of (i) all material real property leased owned in fee simple by the Company or any of its Subsidiaries (collectively, including the improvements thereon, the “Leased Owned Real Property”). Except as had not had, and would not reasonably be expected to have, a 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. (iib) Section 3.14(b) of the Company Disclosure Letter sets forth a true, correct and complete (in all material respects) list as of the date of this Agreement of the leases, licenses, subleases and material licenses occupancy agreements with an aggregate base rent paid by the Company or other occupancy agreementsits Subsidiaries in the four (4) consecutive fiscal quarters ended December 30, including all amendments and modifications thereto 2023 exceeding one million dollars (collectively, $1,000,000) (the “Real Property Leases”) pursuant with respect to which all property leased, licensed, subleased or otherwise used or occupied by the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Property. (c) 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 . Neither the Company nor any of its Subsidiaries is party to in default under 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 Lease, and no event has occurred that, with notice, lapse of time or the Leased Real Property. (d) Except as both, would not have constitute a Company Material Adverse Effect, the Company and/or its Subsidiaries have good fee simple title to all Owned material default under any 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 Lease by the Company or any of its Subsidiaries in the operation of their respective businessesSubsidiaries, except as had not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (ec) 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 Except as had not been curedhad, and, to the Knowledge of the Company, except as and would not have reasonably be expected to have, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication fromall buildings, or given any written communication tostructures, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other partyfixtures, as the case may bebuilding systems and equipment, is in default under such Real Property Lease. (f) There are no pending orincluding module manufacturing and PIC fabrication equipment, to the Knowledge of the Company, threatened condemnation or eminent domain proceedings, lawsuits or administrative actions relating to any portion of located on the Owned Real Property or real property leased pursuant to a Real Property Lease in Pennsylvania and California (the Leased Real Property“Improvements”) are sufficient in all material respects for the operation of the business of the Company and its Subsidiaries as it is currently conducted in Pennsylvania and California, subject to reasonable wear and tear.

Real Property. (a) The Company SEC Documents list all material SECTION 4.22 of the Disclosure Schedule lists those parcels of real property owned used, occupied or operated by the Company or any of its Subsidiaries (collectivelythe "REAL PROPERTY") and all leases, including capitalized leases, for real property used by the improvements thereofCompany (the "REAL PROPERTY LEASES"). The Real Property and Real Property Leases are the only property of similar type used by the Company. The Company owns the Real Property in fee subject to no Liens, except for those set forth in SECTION 4.22 of the Disclosure Schedule. The Company's interest in the Real Property Leases is subject to no Liens, except for those set forth in SECTION 4.22 of the Disclosure Schedule. True and correct copies of the Real Property Leases have been delivered or made available to Buyer by the Company. Subject to the terms of the respective Real Property Leases, the “Owned 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”)Property Lease. Except as would not be material to The Real Property Leases are in full force and effect adequate and suitable for the conduct of the business of the Company and its Subsidiariesare enforceable in accordance with their respective terms, taken except as a wholesuch enforceability may be subject to or limited by bankruptcy, neither insolvency, reorganization or other similar Laws, now or hereafter in effect, affecting the enforcement of creditors' rights generally. 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 not yet been consummatedassigned, and there are no outstanding options pledged, mortgaged, hypothecated or rights of first refusal or rights of first offer to purchase the parcel, or otherwise transferred any portion thereof or interest therein. (b) Section 4.17(b) of the Company Disclosure Letter sets forth a true, correct and complete list of (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”) pursuant to which the Lease. The Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Property. (c) Except as would has 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 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 Owned 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 the Leased Real Property. (d) Except as would not have real property subject to 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 Lease is located in all Leased Real Property free and clear of all Liensan area designated as a flood zone by any governmental entity, except Permitted Liensto the extent such property is adequately insured by a policy of flood insurance. The Owned buildings, structures, facilities, fixtures and other improvements located on the Real Property and the Leased Real Property constitute all are adequate and suitable for the conduct of the real property used by business of the Company or any of its Subsidiaries and are in the operation of their respective businessesgood working order and condition, ordinary wear and tear excepted. (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, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Lease. (f) 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.

Real Property. (a) The Company 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 be material to the Company and its Subsidiaries, taken as a whole, neither the Neither Private Company nor any of its Subsidiaries is a party to a contract of sale to purchase owns any real property in which the conveyance contemplated therein has not 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 portion thereof or interest thereinproperty. (b) Section 4.17(b4.9(b) of the Private Company Disclosure Letter Schedule sets forth a true, correct complete and complete accurate list as of (i) all material real property leased by the Company or any date of its Subsidiaries (collectively, including the improvements thereon, the “Leased Real Property”), and (ii) this Agreement of all leases, subleases and material or licenses or other occupancy agreements, including all amendments and modifications thereto (collectively, the “Real Property Leases”) pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses or is otherwise occupies (whether as granted a tenantright of use or occupancy of, subtenant or pursuant to other occupancy arrangements) the Leased Real Property. (c) Except as would not be any real property material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as currently conducted, from any Person other than Private Company or any of its Subsidiaries (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 4.17(c4.9(b) of the Private Company Disclosure Letter, neither the Schedule. Neither Private Company nor any of its Subsidiaries is nor, to Private Company’s Knowledge, any other party to any lease or sublease to any third party demising to such third party any right to occupy all or any portion of Private Company Lease is in default under any of the Owned Real Property Private Company Leases, except where the existence of such defaults, individually or in the Leased Real Property. (d) aggregate, is not reasonably likely to have a Private Company Material Adverse Effect. Except as would is not reasonably likely to have a Private Company Material Adverse Effect, assuming good fee title to the Private Company and/or 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 good fee simple title to all Owned Real Property valid and valid leasehold, subleasehold or license enforceable leasehold interests in all the Private Company Leased Real Property free and clear of all LiensProperties, except Permitted unencumbered by any Liens. The Owned Real Property and 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 Leased Real Property constitute all passage of the real property used by the 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 operation material terms and conditions of their respective businesses. the Private Company Leases, and (eiii) 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 the Private Company nor any of its Subsidiaries has received notice of leases, subleases or licenses 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, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party real property to any Person other than Private Company and its Subsidiaries. Private Company has made available to Public Company complete and accurate copies of the Real Property Leases alleging that the all Private Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property LeaseLeases. (f) 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.

Real Property. (a) The Company 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 reasonably be material likely, either individually or in the aggregate, to have a Material Adverse Effect on Anchor, Anchor or a Anchor Subsidiary (a) has good and marketable title to all 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 reflected in which the conveyance contemplated therein has 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 yet been consummateddue, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and there are no outstanding options other similar encumbrances that do not materially affect the value or rights use of first refusal the properties or rights assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of first offer to purchase title or Liens as do not materially affect the parcelvalue or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, or any portion thereof or interest therein. “Permitted Encumbrances”), and (b) Section 4.17(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) of (the Company Disclosure Letter sets forth a true“Anchor Leased Properties” and, correct and complete list of (i) all material real property leased by collectively with the Company or any of its Subsidiaries (collectively, including the improvements thereonAnchor Owned Properties, the “Leased Anchor 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”) pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Property. (c) 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 LiensLiens of any nature whatsoever, except for Permitted Liens. The Owned Real Property Encumbrances, and the Leased Real Property constitute all is in possession of the real property used properties purported to be leased thereunder, and each such lease is valid without default thereunder 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, andlessee or, to Anchor’s knowledge, the Knowledge of the Company, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Lease. (f) lessor. There are no pending or, to the Knowledge knowledge of the CompanyAnchor, threatened condemnation or eminent domain proceedings, lawsuits or administrative actions relating to any portion of proceedings against the Owned Real Property or the Leased Anchor Real Property. All real property, machinery, equipment, furniture and fixtures owned or leased by Anchor or its Subsidiaries that is material to their respective businesses is structurally sound, in good operating condition (ordinary wear and tear excepted) and has been and is being maintained and repaired in the ordinary condition of business.

Real Property. (af) The Company SEC Documents (i) Section 4.06(a)(i) of the Disclosure Schedule sets forth a complete and correct list of the Transferred Owned Real Property and Transferred Leased Real Property (together, the Transferred Real Property) and (ii) Section 4.06(a)(ii) of the Disclosure Schedule sets forth a complete list of all material real property owned by used in connection with the Company or any of its Subsidiaries (collectively, including the improvements thereof, the “Owned Real Property”). Except Business as would not be 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 not 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 portion thereof or interest therein. (b) Section 4.17(b) of the Company Disclosure Letter sets forth a true, correct date hereof and complete list of (i) all material real property leased by not included in 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”) pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Transferred Real Property. (cg) No Person other than Seller or its Affiliates is in possession of any Transferred Real Property and there are no other leases, licenses, concessions or other agreements (whether written or oral) granting to any Person the right of use or occupancy of any portion of the Transferred Real Property. The Seller or its Affiliates have not received written (or, to the Seller’s Knowledge, oral) notice of any condemnation, eminent domain or similar proceedings pending or, to the Seller’s Knowledge, threatened, that would preclude or materially impair the use of any of the Transferred Real Property, or any material portion thereof, for the purposes for which they are currently used. To the Seller’s Knowledge, the Transferred Real Property and improvements are in compliance with Applicable Laws, including those pertaining to zoning and building. (h) Seller or one of its Affiliates has good, legal and valid title to the Transferred Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. (i) Except as would not be material to the Company and its Subsidiaries, taken as a whole, or as set forth in Section 4.17(c4.06(d) of the Company Disclosure Letter, neither the Company nor any Schedule: (i) Seller or one 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 Affiliates holds a current and valid leasehold interest in each Transferred 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 Encumbrances other than Permitted Liens. The Owned Real Property and the Encumbrances; and (ii) no lessee of a Transferred Leased Real Property constitute all is in material breach or material default, nor is there any event that with the passing of time (that may not be cured by any action which may in compliance with the real property used by terms thereof be taken) or the Company giving of notice would be such a material breach or any of its Subsidiaries default, under the leases relating to the Transferred Leased Real Property, and to Seller’s Knowledge, no other party thereto is in the operation of their respective businesses. (e) Neither the Company nor any of its Subsidiaries has received notice of any material breach or material default under any of the material provisions of any of the Real Property Leases that has not been curedthereunder, andnor, to the Knowledge of the Company, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may beSeller’s Knowledge, is there any event that with the passing of time (that may not be cured by any action which may in default under compliance with the terms thereof be taken) or the giving of notice would be such Real Property Lease.a material breach or default; and (fiii) There are no pending orTrue, to the Knowledge complete and correct copies of the Companyall leases (including any amendments, threatened condemnation or eminent domain proceedingsmodifications, lawsuits or administrative actions and renewals) relating to any portion of the Owned Transferred Leased Real Property have been delivered or made available in the Virtual Data Room to the Purchaser. No consent or approval from the landlord to any Transferred Leased Real Property is required to consummate the Proposed Transactions under any Transferred Leased Real Property. No Transferred Leased Real Property has a lease with a related guarantee.

Real Property. (a) Schedule 3.12(a) contains a list of real property leased by the Company and its Subsidiaries (the "Leased Real Property") and the agreements pursuant to which such Leased Real Property is leased (the "Leases"). The Company SEC Documents list has made available to Buyer a true and complete copy of each of the Leases (including all amendments thereto). Except as set forth on Schedule 3.12(a), with respect to each of the Leases, neither the Company nor its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof. Neither the Company nor its Subsidiaries is a party to any agreement or option to purchase any real property or interest therein. Each of the Company and its Subsidiaries has complied in all material respects with the terms of all leases to which it is a party, and all such leases are in full force and effect. (b) Schedule 3.12(b) contains a list of real property owned by the Company or any of and its Subsidiaries (collectively, including the improvements thereof, the “"Owned Real Property”" and together with the Leased Real Property, the "Real Property"). Except as would not be material to the Company and its Subsidiaries, taken as a wholeset forth on Schedule 3.12(b), neither the Company nor its Subsidiaries has leased or otherwise granted to any of Person the right to use or occupy such Owned Real Property or any portion thereof. Neither the Company nor its Subsidiaries is a party to a contract of sale any agreement or option to purchase real property in which the conveyance contemplated therein has not yet been consummated, and there are no outstanding options or rights of first refusal or rights of first offer to purchase the parcel, or sell any portion thereof Owned Real Property or interest therein. (b) Section 4.17(b) of the Company Disclosure Letter sets forth a true, correct and complete list of (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”) pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Property. (c) Except as would not be material to set forth on Schedule 3.12(c), 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 own good title 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 Property, and hold a valid leasehold interest in 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 for Permitted Liens. The , other than any failure to own such Owned Real Property and the or hold such 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) that would not have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received notice that any parcel of any default under any of the material provisions of any of the Real Property Leases that has not been curedis or will be subject to any governmental decree or order to be sold or is being condemned, andexpropriated or otherwise taken by any public authority with or without payment of compensation therefore, nor, to the Knowledge knowledge of the Company, except has any such condemnation, expropriation or taking been proposed or has notice thereof been given. (d) Except as would not have a Company Material Adverse Effectset forth in any Permitted Liens, neither there are no contractual or legal restrictions that preclude or restrict the Company nor ability to use any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that by the Company or any of its Subsidiaries or for the current use of such real property. All plants, warehouses, distribution centers, structures and other party, as buildings on the case may be, is in default under such Real Property Lease. (f) There are no pending or, to adequately maintained and are in good operating condition and repair for the Knowledge requirements of the Company, threatened condemnation or eminent domain proceedings, lawsuits or administrative actions relating to any portion business of the Owned Real Property or the Leased Real PropertyCompany and its Subsidiaries as currently conducted.

Real Property. (a) The Company 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 be 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 not 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 portion thereof or interest therein. (b) Section 4.17(b4.6(a)(i) of the Company Disclosure Letter Schedule sets forth a true, correct and complete list of the Leased Real Property as of the date hereof. Section 4.6(a)(ii) of the Disclosure Schedule sets forth a true correct and complete list (iincluding the property address and which entity is the owner) of all material real property leased by parcels in which the Company or any of its Subsidiaries has a fee ownership interest as of the date hereof (collectively, including the improvements thereon, the “Leased Owned Real Property”), and (ii) all leases, subleases and material licenses or other occupancy agreements, including all amendments and modifications thereto (collectively, the “. The Real Property Leases”constitutes all of the real property currently utilized in any material respect by the Company and its Subsidiaries in the operation of its business. Section 4.6(a)(iii) of the Disclosure Schedule sets forth a true, complete and accurate list of all Contracts in effect as of the date hereof pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses leases or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Property. (c) 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 grants rights to occupy all or any portion of any of the Owned Real Property or the Leased Real Property to any other Person (the “Demising Leases”). To the extent owned by the Company and in the possession, custody and control of the Company, the Company has delivered to the Purchaser copies of (i) all deeds and other instruments (as recorded) by which the Company acquired its interest in the Owned Real Property, and (ii) all title reports, surveys and title policies with respect to the Owned Real Property. (db) Except as would not not, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect, each of the Company and/or and its Subsidiaries have that owns the Owned Real Property has good and valid fee simple title to all Owned Real Property and valid leaseholdthereto, subleasehold or license interests in all Leased Real Property free and clear of all Liens, except for Permitted Liens. The Owned Real Property Liens and except as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect, each of the Company and its Subsidiaries that leases Leased Real Property constitute pursuant to a Lease has a valid leasehold interest therein, free and clear of all of Liens. Except as would not, individually or in the real property used by aggregate, reasonably be expected to have a Material Adverse Effect, each Lease is valid and binding on the Company or any of its Subsidiaries in Subsidiaries, as 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 curedcase may be, and, to the Knowledge of the Company, each other party thereto, and is in full force and effect. There is no default under any Lease by the Company or its Subsidiaries and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or its Subsidiaries, except as would not not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. The Company or one of its Subsidiaries has a valid leasehold interest in the Leased Real Property, and, to the Knowledge of the Company, the leases granting such interests are in full force and effect in all material respects. (c) Except as set forth in Section 4.6(c)4.15(c) of the Disclosure Schedule, there are no outstanding options, rights of first offer or rights of first refusal in favor of a third party to purchase any Owned Real Property or any interest of the Company or its Subsidiaries under any Lease that, if exercised, would, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. True, complete and accurate copies of all Leases and Demising Leases have been made available to Purchaser. (d) Except as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Lease. (f) There there are no pending or, to the Knowledge of the Company, threatened condemnation or (i) appropriation, condemnation, eminent domain proceedings, lawsuits or administrative actions like Actions relating to any portion of the Owned Real Property or the Leased Real Property or (ii) Actions to change the zoning classification, variance, special use or other applicable land use law of any portion or all of the Owned Real Property or, to the Knowledge of the Company, the Leased Real Property.

Real Property. (a) The Company SEC Documents list all material real property owned by the Company or any With respect to each parcel of its Subsidiaries (collectively, including the improvements thereof, the “Owned Leased Real Property”). Except , upon consummation of the Pre-Closing Restructuring, except as would not be, or would not reasonably be expected to be, material to the UAM Business, taken as a whole, or the Company and its Subsidiaries, taken as a whole: (i) The Company will hold a good and valid leasehold estate in such Leased Real Property, neither the Company nor any free and clear of its Subsidiaries is a party to a contract of sale to purchase real property in which the conveyance contemplated therein has not yet been consummatedall Liens, and there are no outstanding options or rights of first refusal or rights of first offer to purchase the parcel, or any portion thereof or interest thereinexcept for Permitted Liens. (bii) Section 4.17(b) of the Company Disclosure Letter sets forth a Embraer will have made available to Zanite true, correct and complete list copies of (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 licenses, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and material licenses to the Leased Real Property by or other occupancy agreementsto the Company, including all amendments amendments, terminations and modifications thereto thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases shall have been modified in any respect, except to the extent that such modifications shall have been disclosed by the copies delivered to Zanite. (iii) pursuant No party, other than the Company, will have any right to which use or occupy the Company Leased Real Property or any portion thereof and no portion of the Leased Real Property will have been sublet or sublicensed to any third party. (b) None of Embraer or any of its Subsidiaries leases, subleases, licenses has received written notice of any current condemnation proceeding or otherwise occupies (whether as a tenant, subtenant proposed similar Action or pursuant agreement for taking in lieu of condemnation with respect to other occupancy arrangements) any portion of the Leased Real Property. (c) Except , except as would not be, or would not reasonably be expected to be, material to the UAM Business, taken as a whole, or the Company and its Subsidiaries, taken as a whole. (c) The Company and the Brazilian Subsidiary does not own, or as set forth in Section 4.17(c) and has never owned, any real property. As of the Company Disclosure Letterdate of this Agreement, neither the Company nor the Brazilian Subsidiary leases or subleases, nor has any of its Subsidiaries is party to any lease them ever leased 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, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication tosubleased, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Leasereal property. (f) 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.

Real Property. (a) The Company SEC Documents list all material real property owned by Schedule 2.2(l)-1 sets forth the Company address or any other description of its Subsidiaries (collectively, including the improvements thereof, the “each parcel of Owned Real Property that is a Purchased Interest. With respect to each such parcel of Owned Real Property”). Except as would not be 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 not 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 portion thereof or interest therein. (b) Section 4.17(b) of the Company Disclosure Letter sets forth a true, correct and complete list of : (i) all material real property leased by the Company or any of its Subsidiaries (collectively, including the improvements thereon, the “Leased Real Property”), Seller has good and (ii) all leases, subleases and material licenses or other occupancy agreements, including all amendments and modifications thereto (collectively, the “Real Property Leases”) pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Property. (c) 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 marketable indefeasible fee simple title to all Owned Real Property and valid leaseholdtitle, subleasehold or license interests in all Leased Real Property free and clear of all Liens, except for Permitted Liens. The ; (ii) there are no outstanding options, rights of first offer, rights of reverter or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein and (iii) the Acquired Subsidiary is not a party to any agreement or option to purchase any real property or interests therein. (b) Schedule 2.2(l)-2 sets forth the address or other description of each parcel of Leased Real Property. True, correct and complete copies of Sellers' real estate files for the Leased Real Property constitute all have been provided. To the Knowledge of Sellers, there are no Contracts for the Leased Real Property that are not contained within the real estate files which would materially increase the obligations or materially decrease the rights of Sellers in respect of the real property used by Leased Real Property. With respect to the Company Leases for each Leased Real Property: (i) there are no material disputes with respect to such Lease; (ii) no security deposit or portion thereof deposited with respect such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (iii) the Sellers do not owe any brokerage commissions or finder's fees with respect to such Lease; (iv) the Sellers have not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (v) the Sellers have not collaterally assigned or granted any other security interest in such Lease or any interest therein; and (vi) there are no Liens on the estate or interest created by such Lease except for Permitted Liens. (c) To the Knowledge of its Subsidiaries the Seller, (i) all Improvements are in reasonably good condition and repair in all material respects and sufficient for the operation of the Business, as currently conducted, subject to reasonable wear and tear, and (ii) there are no facts or conditions affecting any of the Improvements which would interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of their respective businessesthe Business, as currently conducted. (d) Except as set forth in Section 4.17(d) of the Seller Disclosure Schedule, all of the Real Property is free from any use or occupancy restrictions, except those imposed by applicable zoning laws, ordinances and regulations, none of which materially interferes with the use of the Real Property in connection with the Business, as currently operated, and from all special taxes or assessments. (e) Neither Sellers have not received any written notice that the Company nor any present use of its Subsidiaries has received notice the land, buildings, structures and improvements on the Real Property are not in conformity with all applicable laws, rules, regulations and ordinances, including all applicable zoning laws, ordinances and regulations and with all registered deed or other restrictions of record, and the Sellers have no Knowledge of any default under any of the material provisions of proposed change therein that would so affect any of the Real Property Leases that has not been cured, and, to the Knowledge of the Company, except as would not have a Company Material Adverse Effect, neither the Company nor Property. There exists no material conflict or dispute with any of its Subsidiaries has received any written communication from, Governmental Authority or given any written communication to, any third party that is a party other Person relating to any of the Real Property Leases alleging that or the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Leaseactivities thereon. (f) There are no pending or, Prior to the Knowledge date hereof, the Sellers have delivered to, or made available for review by, Purchaser true and correct copies of all deeds, mortgages, surveys, licenses, title insurance policies, permanent certificates of occupancy, or equivalent documentation with respect to the Company, threatened condemnation or eminent domain proceedings, lawsuits or administrative actions Real Property and other documents relating to any portion of or affecting the title to the Owned Real Property or leasehold interests in the Leased Real PropertyProperty that are in the real estate files of Sellers. (g) To the Knowledge of Sellers, (i) vehicular and/or pedestrian access to the each parcel of Real Property has not been denied in the past; and (ii) Sellers have not received written notice that vehicular and/or pedestrian access to any parcel of Real Property will be denied in the future.

Real Property. (a) The Company SEC Documents list all All material real property owned by the Company or any of its Subsidiaries (collectively, including the improvements thereof, the “Owned Real Property”)) is disclosed in Section 4.17(a) of the Company Disclosure Letter. Except as would not be material With respect to the Company and its Subsidiaries, taken as a wholeOwned Real Property, neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed action or agreement for taking in lieu of condemnation (nor, to their Knowledge, is a party any such proceeding, action or agreement pending or threatened) with respect to a contract of sale to purchase real property in which the conveyance contemplated therein has not 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 portion thereof or interest thereinof the Owned Real Property. (b) Section 4.17(b) of the Company Disclosure Letter sets forth a true, correct and complete list of (i) all All material real property leased leased, subleased, licensed or otherwise occupied (whether as a tenant, subtenant or pursuant to other occupancy arrangements) 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; together with the Owned Real Property, the “Company Real Property LeasesProperty”) pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Property. (c) Except as would not be material to the Company and its Subsidiaries, taken as a whole, or as set forth is disclosed in Section 4.17(c4.17(b) 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. (dc) Except As of the date of this Agreement, except as would not have a Company Material Adverse Effect, the Company and/or or one of its Subsidiaries have has good and marketable fee simple title (or the local legal equivalent) 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. (ed) Neither the Company nor any of its Subsidiaries has received notice of any default under any As of the material provisions date of any of the Real Property Leases that has not been cured, and, to the Knowledge of the Companythis Agreement, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a other party to any of the a lease for Leased Real Property Leases or any lender, alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Leaselease. (fe) There The Company Real Property constitutes all of the material real property used as of the date of this Agreement in the conduct of the business as conducted by the Company and each of its Subsidiaries. Except as set forth in Section 4.17(e) of the Company Disclosure Letter, there are no pending orleases, to the Knowledge of the Companysubleases, threatened condemnation assignments, occupancy agreements or eminent domain proceedings, lawsuits or administrative actions relating other agreements granting to any portion Person (other than the Company and its Subsidiaries) the right of the Owned Real Property use or the Leased occupancy of any Company Real Property.

Real Property. (a) The Company SEC does not own any Real Property. (b) The Real Property underlying the Ground Lease Option (as modified by the Settlement Agreement) is the only Real Property leased by the Company or which the Company has an option to lease (the property underlying the Ground Lease Option is referred to herein as the “Leased Real Property”). (c) Upon exercise by the Company of the Ground Lease Option the Company will have a good and valid leasehold interest in the Leased Real Property, free and clear of any and all monetary Liens, and, except as do not have and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, free and clear of any and all other Liens, except for Permitted Liens. (d) The Ground Lease Option, the ground lease attached as an exhibit to the Ground Lease Option, and the Settlement Agreement are referred to herein as the “Lease Documents”. True and correct copies of the Lease Documents list all have been delivered or made available for review to Buyer. The Lease Documents are unmodified and in full force and effect, and there are no other agreements, written or oral, affecting the use and occupancy of the Leased Real Property other than the Settlement Agreement. Neither the Company nor, to the Knowledge of the Member, any landlord or other party, is in material real property owned default under any Lease Documents, and, to the Knowledge of the Member, no defaults (whether or not subsequently cured) by the Company or any landlord or other party have been alleged thereunder. The Company has not given or received any written notice of its Subsidiaries default under any of the Lease Documents. (collectivelye) The Company has not received written notice of, including and to the improvements Knowledge of the Member there is not, any action, proceeding or litigation pending (or, to the Knowledge of the Member, overtly contemplated or threatened) (i) (a) to take all or any portion of the Leased Real Property, or any interest therein, by eminent domain, (b) to modify the zoning of, or other governmental rules or restrictions applicable to, the Leased Real Property, or the current use thereof, or (c) for any street widening or changes in highway or traffic lanes or patterns in the “Owned immediate vicinity of the Leased Real Property”). Except as would not be material , which, in each case with respect to the Company items referenced in clauses (a), (b) and its Subsidiaries(c) above, taken as would have or would be reasonably likely to have, individually or in the aggregate, a whole, neither Material Adverse Effect; or (ii) otherwise relating to the Leased Real Property or the interests of the Company nor any therein, which would have or would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. (f) To the Knowledge of its Subsidiaries is a party to a contract of sale to purchase real property in which the conveyance contemplated therein has not yet been consummatedMember, and other than the Lease Documents, there are no options to purchase, options to lease, Contracts, commitments, letters of intent or other obligations outstanding options for the sale, exchange, Lien (other than Permitted Liens), lease, sublease or rights transfer of first refusal or rights of first offer to purchase the parcelLeased Real Property, or any portion thereof or interest therein. (bg) Section 4.17(b) To the Knowledge of the Company Disclosure Letter sets forth a trueMember, correct and complete list there are no material Contracts with any Government Authority affecting the use, ownership or occupancy of the Leased Real Property, except (i) all material real property leased by the Company or any of its Subsidiaries (collectively, including the improvements thereon, the “Leased Real Property”as listed in Schedule 2.9(g), and (ii) all leases, subleases and material licenses or other occupancy agreements, including all amendments and modifications thereto (collectively, the “Real Property Leases”) pursuant to which the Gaming Approvals issued on or before the date hereof. (h) The Company has not made or entered into any of its Subsidiaries leasesContracts to sell, subleasesmortgage, licenses pledge or hypothecate, lease, sublease, convey, alienate, transfer or otherwise occupies dispose of or grant any Liens (whether as a tenant, subtenant or pursuant to other occupancy arrangementsthan Permitted Liens) on the Leased Real Property. (c) 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 thereof. To the Knowledge of the Owned Real Property or the Leased Real Property. (d) Except as would not have a Company Material Adverse EffectMember, 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 is not subject to any outstanding purchase options (other than the Ground Lease Option), and no Person has any right or option to acquire or lease, or right of first refusal with respect to, the real property used Company’s interest in the Leased Real Property or any part thereof, except as specifically contemplated by the Company or any of its Subsidiaries in the operation of their respective businessesSettlement Agreement. (ei) Neither To the Company nor any Knowledge of its Subsidiaries has received notice the Member, the Leased Real Property is not in violation of any default under any applicable Laws and each certificate (including, without limitation, certificate of occupancy), permit or license required as of the material provisions date of this Agreement from any of Government Authority having jurisdiction over the Leased Real Property Leases that has not been curedobtained and is in full force and effect, and, to the Knowledge of the CompanyMember, there is no pending threat of modification or cancellation of any of same, except in each case as would not have or would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, neither . To the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any Knowledge of the Member, there is no violation of any federal, state or municipal law, ordinance, order, regulation or requirement adversely affecting the Leased Real Property Leases alleging that issued by any Government Authority, except in each case as would not have or would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. (j) To the Knowledge of the Member, there are no Contracts or other agreements in effect and which will remain in effect following the Closing relating to the management of the Leased Real Property. (k) None of the Member, the Company or any of its Subsidiaries their respective Representatives have any outstanding claims (including, without limitation claims on account of breach of contract, negligence, breach of warranty, or such indemnification) against any contractor, subcontractor, engineer, architect or other partyconstruction consultant with respect to construction work on the Leased Real Property, as the case may be, is in default under such Real Property Lease. (f) There are no pending or, and to the Knowledge of the CompanyMember there is not any such pending or threatened claims against any contractor, threatened condemnation subcontractor, engineer, architect or eminent domain proceedingsother construction consultant or any facts which are reasonably likely to give rise to such claims against any contractor, lawsuits subcontractor, engineer, architect or administrative actions relating to any portion of the Owned Real Property or the Leased Real Propertyother construction consultant.

Real Property. (a) The Company SEC Documents list all All material real property owned by the Company or any of its Subsidiaries (collectively, including the improvements thereof, the “Owned Real Property”)) is disclosed in Section 4.17(a) of the Company Disclosure Letter. Except as would not reasonably be material expected to have a Company Material Adverse Effect, with respect to the Company and its SubsidiariesOwned Real Property, taken as a whole(i) since January 1, 2016, neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed action or agreement for taking in lieu of condemnation (nor to the Knowledge of the Company, is a party any such proceeding, action or agreement pending or threatened) with respect to a contract any portion of sale to purchase real property in which the conveyance contemplated therein has not yet been consummatedOwned Real Property, and there are (ii) no outstanding options portion of the Owned Real Property is subject to any lease, license or rights of first refusal or rights of first offer to purchase the parcel, or any portion thereof or interest thereinother occupancy agreement. (b) Section 4.17(b) of the Company Disclosure Letter sets forth a true, correct and complete list of (i) all All material real property leased leased, subleased, licensed or otherwise occupied as a tenant, subtenant or pursuant to other occupancy arrangements 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”) pursuant to which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Property. (c) Except as would not be material to the Company and its Subsidiaries, taken as a whole, or as set forth is disclosed in Section 4.17(c4.17(b) of the Company Disclosure Letter. To the Knowledge of the Company, neither the Company nor any has delivered or otherwise made available to Parent a true, correct and complete copy of its Subsidiaries is party to any lease each material lease, sublease, license or sublease to any third party demising to such third party any right to occupy all or any portion of any of other occupancy agreement affecting the Owned material Leased Real Property or the Leased Real Propertyany part thereof. (dc) Except As of the date hereof, except as would not reasonably be expected to 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. (ed) Neither the Company nor any of its Subsidiaries has received notice of any default under any As of the material provisions of any of the Real Property Leases that has not been cured, and, to the Knowledge of the Companydate hereof, except as would not reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a other party to any of the a lease, sublease, license or other occupancy agreement for Leased Real Property Leases or any lender, alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Leaselease, sublease, license or other occupancy agreement. (f) 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.

Real Property. (a) Section ‎4.14(a) of the Element Disclosure Schedule sets forth a list, as of the date of this Agreement, of all of the Owned Real Property of the Exal Purchased Entities, together with the street address therefor. The Company SEC Documents list Exal Purchased Entities have valid title in fee simple to the Owned Real Property of the Exal Purchased Entities, free and clear of all material real property owned Encumbrances (other than Permitted Encumbrances), and except for Encumbrances that secure the Exal Existing Indebtedness that shall be discharged by Element at or prior to Closing. Prior to the Company date hereof, Element has made available to Ardagh copies of each deed for the Owned Real Property of the Exal Purchased Entities and all title insurance policies and surveys relating to Owned Real Property of the Exal Purchased Entities, to the extent in Element’s possession. (i) Element has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property of the Exal Purchased Entities or any of its Subsidiaries portion thereof and (collectively, including the improvements thereof, the “Owned Real Property”). Except as would not be 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 not yet been consummated, and ii) there are no outstanding options or options, rights of first offer, rights of first refusal or other rights in favor of first offer any Person granted by Element to purchase such Owned Real Property of the parcel, Exal Purchased Entities or any portion thereof or interest therein. Each Owned Real Property of the Exal Purchased Entities has direct access to a public roadway, or each of the Exal Purchased Entities owns a valid and enforceable right of way or easement to and from its Owned Real Property to a public roadway. (b) Section 4.17(b‎4.14(b) of the Company Element Disclosure Letter Schedules sets forth a truelist, correct with a street address and description of the related lease documents, of all the real property leased, subleased or otherwise used by the Exal Purchased Entities. Element has made available to Ardagh true and complete list copies of (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 any other occupancy agreementscontract granting the right to occupy real property to which it is a party as of the date hereof, including all amendments amendments, modifications, extensions and modifications guaranties thereto relating to Leased Real Property of the Exal Purchased Entities (collectively, the “Real Property Exal Leases”) pursuant to which the Company ). There has not been any sublease, assignment or any other transfer of its Subsidiaries leases, subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) rights entered into by Element in respect of the Leased Real PropertyExal Leases. (c) 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 of the Exal Purchased Entities constitute all of the interests in real property owned, leased, licensed, used by the Company or any of its Subsidiaries held for use primarily in the Exal Business and which are necessary for its continued operation of their respective businessesas currently conducted. (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, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Lease. (fd) There are is no pending or, to the Knowledge of the CompanyElement, threatened threatened, appropriation, condemnation or eminent domain proceedingslike proceeding or order materially affecting the Owned Real Property of the Exal Purchased Entities, lawsuits the Leased Real Property of the Exal Purchased Entities or administrative actions relating to any portion part thereof or of any sale or other disposition of the Owned Real Property of the Exal Purchased Entities, the Leased Real Properties of the Exal Purchased Entities or any part thereof in lieu of condemnation or other matters materially affecting and impairing use by the Exal Purchased Entities thereof. (e) All improvements and fixtures, and building equipment and machinery having an individual book value of at least $150,000 located on the Owned Real Property, and all improvements and fixtures, and building equipment and machinery having an individual book value of at least $150,000 owned by the Exal Purchased Entities located on the Leased Real Property, if any, are in good working order and repair (subject to ordinary wear and tear), and except for any defects that would not impair the use of such improvements, fixtures, building equipment or machinery.