Common use of Real Property Clause in Contracts

Real Property. Section 3.4(a) of the Disclosure Schedule sets forth a list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule: (i) each Subsidiary has good and marketable title to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances; (ii) the use and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property; (iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws; (iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.

Real Property. Section 3.4(a) of the Disclosure Schedule sets forth a list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered With respect to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure ScheduleOwned Facilities: (ia) each Subsidiary has RIGI shall receive good and marketable title (subject, however, to Easement in favor of Georgia Power Company dated November 23, 1993 and recorded in Deed Book 114, pages 127 and 128, Xxxxxxx County, Georgia records, and to taxes which may be due but not payable) by special warranty deeds for the Real Property, Owned Facilities in proper form for recording in the State of Georgia for the Owned Facilities; (b) The Owned Facilities shall be free and clear of any EncumbrancesSecurity Interest, easement (except for Easement in favor of Georgia Power Company dated November 23, 193 and recorded in Deed Book 114, pages 127 and 128, Xxxxxxx County, Georgia records), covenant, or other restriction, except for Permitted Exceptions andinstallments of special assessments not yet delinquent and recorded easements, as covenants, and other restrictions which do not impair the current use or occupancy, or the marketability of title, of the date hereof, Permitted Encumbrancesproperty subject thereto; (iic) There shall not be pending or threatened condemnation proceedings, lawsuits, or administrative actions of any type relating to the use and operation of Owned Facilities, or other matters affecting adversely the Real Property in the operation of the Business does not violate in any material respect any instrument of record current use, or agreement affecting the Real Propertyoccupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (iiid) The legal description for the Real Property is Owned Facilities contained in compliance the deed thereof shall describe the real property forming a part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in all material respects with all violation of applicable buildingsetback requirements, zoning, subdivision and other land use or similar Lawszoning laws, and ordinances, (2) shall not encroach on any easement which may burden the Selling Group has land, and described parcel of land not received serve any written notice of violation or claimed violations of such Laws; (iv) adjoining property for any purpose inconsistent with the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property; land, and (vii3) no member of the Seller Group has shall not be located within any knowledge of flood plain or be included in any fact wetlands or condition which would result in the termination of the current access to or from the Real Property be subject to any presently existing highways, roads, and rights-of-way on similar type restriction for which any permits or adjoining licenses necessary to the Real Propertyuse thereof shall have not been obtained; and (viiie) The Owned Facilities shall abut and have direct vehicular access to a public road, direct access to an operational railroad spur, or have vehicular access to a public road via a permanent, irrevocable, appurtenant easement benefitting the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsOwned Facility.

Real Property. Section 3.4(a(a) MCW has valid leasehold interests in each parcel of the Disclosure Schedule sets forth a list and legal description of all the Leased Real Property owned by each Subsidiary. Neither Seller owns any and the Companies have good, marketable and insurable title to, the Owned Real Property that is used or useful Property, except for the BusinessPermitted Exceptions and debt that the Companies will fully pay at the Closing. Sellers have delivered to the Buyers Full and complete and correct copies of all of the following materials relating leases applicable to such the Leased Real Property, including all modifications and amendments thereof, have been furnished to Purchaser and identified in Schedule 1.4(e). (b) To Sellers' knowledge, except as set forth in Schedule 3.5(b) attached hereto and incorporated herein, the extent in Sellers’ possession or control: title insurance policies Owned Real Property and commitments; deeds; encumbrance Leased Real Property is currently licensed, permitted and easement documents and other documents and agreements affecting title to or authorized for the operation of such Real Property; surveys; as-built construction plans; construction contracts the Car Wash Business conducted on it under all applicable federal, state and warranties; appraisals; structural inspectionlocal statutes, soilslaws, rules, regulations, orders, permits (including, without limitation, zoning restrictions, land use requirements and environmental assessment and similar reportslaws) (collectively, the "Applicable Laws"). Except as set forth on in Section 3.4(aSchedule 3.5(b) of the Disclosure Schedule: (ior Schedule 3.5(d) each Subsidiary has good and marketable title to the Real Propertyor 3.5(e), free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances; (ii) the use and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property; (iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has Sellers have not received any written notice of the material violation of any Applicable Laws with respect to the Owned Real Property or claimed the Leased Real Property. To Seller's knowledge except as set forth on Schedule 3.5(d) or 3.5(e), no claims have been threatened by any governmental agency regarding any existing, pending or threatened investigation, inquiry, enforcement action or litigation related to alleged violations of such Laws;under any applicable environmental laws, or regarding any claims for remedial obligations, response costs or contribution under any applicable environmental laws, or regarding any claims for remedial obligations, response costs or contribution under any applicable environmental laws. (ivc) The Sellers shall make available upon Purchaser's reasonable request all engineering, geologic and other similar reports, documentation and maps relating to the applicable Subsidiary of the Seller Group has obtained all material Permits required to use Owned Real Property and operate the Leased Real Property in the manner necessary possession or control of the Sellers their consultants or employed professional firms. (d) Except as set forth in Schedule 3.5(d) attached hereto and incorporated herein by reference, neither Sellers nor the Owned Real Property or Leased Real Property is currently involved in any litigation or administrative proceeding seeking to conduct impose fines, penalties or other liabilities or seeking injunctive relief for violation of any Applicable Laws relating to the Business environment. (e) To Seller's knowledge, no polluting, toxic or hazardous substances were improperly used, generated, treated, stored, or disposed of at the Locations by Sellers. Except as listed in Schedule 3.5(e) no notification of release of a "hazardous substance", "hazardous waste", pollutant or contaminant regulated under the Clean Air Act, 42 U.S.C. 7401 et seq.; the Clean Water Act, 33 U.S.C. 1251 et seq., and the Water Quality Act of 1987; the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. 136 et seq.; the Marine Protection, Research, and Sanctuaries Act, 33 U.S.C. 1401 et seq., the National Environmental Policy Act, 42 U.S.C. 4321 et seq.; the Noise Control Act, 42 U.S.C. 4901 et seq.; the Occupational Safety and Health Act, 29 U.S.C. 651 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq., as amended by the Seller Group Hazardous and Solid Waste Amendments of 1984; the Safe Drinking Water Act, 42 U.S.C. 300f et seq.; the Comprehensive Environmental Response Compensation and Liability Act ("CERCLA"), 42 U.S.C. 9601 et seq., as currently conducted; (v) no member of amended by the Seller Group is a landlord Superfund Amendments and Reauthorization Act, and the Emergency Planning, and Community Right-to-Know Act; the Toxic Substance Control Act, 15 U.S.C. 2601 et seq.; and the Atomic Energy Act, 42 U.S.C. 2011 et seq.; all as may be amended, with respect to implementing regulations and guidelines, or any of state or local environmental law, regulation or ordinance, has been received by the Sellers. Except as listed in Schedule 3.5(e), the Owned Real Property and Leased Real Property is not listed or formally proposed for listing on the National Priority List promulgated pursuant to CERCLA or on any state list of hazardous substance sites requiring investigation or clean-up. (f) To Sellers' knowledge, there are no party other than a Subsidiary has occupancy levied special assessments affecting all or use of any portion part of the Owned Real Property;Property owed to any governmental entity. (vig) immediately following the ClosingThere are no proceedings or amendments pending, no person other than one of the Subsidiaries will have the right or to possession and use of the Real Property; (vii) no member of the Seller Group has Sellers' knowledge threatened by any knowledge of any fact or condition third party, which would result in a change in the termination allowable uses of the current access to or from the Owned Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Leased Real Property; and (viii, except as set forth in Schedule 3.5(g) the Real Property is assessed attached hereto and incorporated herein by local property assessors as a tax parcel or parcels separate from all other tax parcelsreference.

Real Property. (a) The members of the Merger Partner Group hold valid fee simple title to the Merger Partner Owned Real Property set forth in Section 3.4(a3.9(a) of the Merger Partner Disclosure Schedule sets forth a list and legal description of all the Real Property owned by Letter, in each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule: (i) each Subsidiary has good and marketable title to the Real Propertycase, free and clear of Encumbrances other than Permitted Encumbrances. Neither the whole nor any Encumbrances, except part of the Merger Partner Owned Real Property is subject to any pending suit for Permitted Exceptions condemnation or other taking by any Governmental Authority and, as to the Knowledge of Merger Partner, no such condemnation or other taking is threatened or contemplated. To the Knowledge of Merger Partner, all improvements constituting part of the date hereofMerger Partner Owned Real Property (i) comply with valid and current certificates of occupancy or similar Permits to the extent required by applicable Laws for the use thereof, Permitted Encumbrances; (ii) the use are in good operating condition and operation of the Real Property in repair (ordinary wear and tear excepted), (iii) are adequately served with all necessary utilities for the operation of the business of the Merger Partner Business does in the ordinary course of business in all material respects, and (iv) have current uses and operations that do not violate in any material respect any instrument Laws, covenants, conditions, restrictions, easements, licenses, permits, or agreements, except in the case of record each of clauses (i) through (iv), as would not, individually or agreement affecting in the aggregate, reasonably be expected to be material to the Merger Partner Business or the Merger Partner Group, taken as a whole. (b) The members of the Merger Partner Group have a valid leasehold interest (as lessee, sublessee, licensee or sublicensee) in all real property leased, licensed or otherwise used by the members of the Merger Partner Group (collectively with all buildings, structures, fixtures and other improvements leased thereunder, the “Merger Partner Leased Real Property; ”). After giving effect to the Contemplated Transactions and in the event that all necessary consents (written or otherwise) are obtained from the relevant lessors, sublessors, or licensors of each lease or Contract relating to the Merger Partner Leased Real Property, each of the leases or other Contracts relating to the Merger Partner Leased Real Property will create (or will have created) as of the Closing (i) a valid and subsisting leasehold interest, or valid right to use, of one of the members of the Merger Partner Group; (ii) a valid and binding obligation of such member of the Merger Partner Group free of Encumbrances (other than Permitted Encumbrances); and (iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision enforceable by and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of against such Laws; (iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Merger Partner Group is in accordance with its terms, except in the cases of clauses (i) through (iii), as would not, individually or in the aggregate, reasonably be expected to be material to the Merger Partner Business or the Merger Partner Group, taken as a landlord with respect whole. None of the members of the Merger Partner Group, nor, to the Knowledge of Merger Partner, any other party to any of the such lease or other Contract (each, a “Merger Partner Real Property Lease”) is in breach or default under such Merger Partner Real Property Lease, and no party other than event has occurred or failed to occur or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a Subsidiary has occupancy breach or use default, or permit the termination, modification or acceleration of any portion of the rent under such Merger Partner Real Property; (vi) immediately following the ClosingProperty Lease, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact except as individually or condition which would result in the termination of aggregate, would not reasonably be expected to be material to the current access to Merger Partner Business or from the Real Property to any presently existing highwaysMerger Partner Group, roads, and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors taken as a tax parcel whole. Merger Partner has Made Available to Merger Partner complete and correct copies of (A) all leases, licenses, subleases or parcels separate from all other tax parcels.Contracts pursuant to

Real Property. Section 3.4(a(a) of Neither the Disclosure Company nor any Company Subsidiary owns or has ever owned any real property or ownership interests in real property. Schedule 3.09(a) sets forth a true and complete list and legal description of all real property and interests in real property leased by the Real Property owned by each SubsidiaryCompany or any Company Subsidiary (individually, a “Company Property”). Neither Seller owns any Real Property that is used The Company or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule: (i) each a Company Subsidiary has good and marketable valid title to the Real leasehold estates in all Company Property, in each case free and clear of all Liens other than Permitted Liens. The Company Properties constitute 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. All of the Company Properties and buildings, fixtures and improvements thereon (i) are in good operating condition (subject to normal wear and tear) and (ii) are suitable, sufficient and appropriate in all material respects for their current use. To the Knowledge of the Company, none of the improvements located on the Company Properties constitute a legal non-conforming use or otherwise require any Encumbrancesspecial dispensation, variance or special permit under any Laws. The Company is not required to make any material improvements to any Company Property. (b) The occupancies and uses of the Company Properties, as well as the development, construction, management, maintenance, servicing and operation of the Company Properties by the Company and the Company Subsidiaries, comply with all applicable Laws in all material respects and are not in violation of any thereof, except for Permitted Exceptions and, as such violations that are not reasonably expected to result in a Company Material Adverse Effect; and all material certificates of occupancy and all other material Permits required by Law for the date hereof, Permitted Encumbrances; (ii) the proper use and operation of the Real Property Company Properties are in full force and effect. All material Permits, utility installations and connections required for the maintenance, operation and servicing of the Business does not violate in any material respect any instrument of record Company Properties have been granted, effected, or agreement affecting performed and completed (as the Real Property; (iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Lawscase may be), and all fees and charges therefor for which the Selling Group has not Company is responsible have been fully paid. Since January 1, 2009, none of the Company and the Company Subsidiaries have received any written notice of violation any violations, Proceedings or claimed violations of such Laws; (iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required Judgments relating to zoning, building use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord occupancy, traffic, fire, health, sanitation, air pollution, ecological, environmental or other Law, against or with respect to the Company Properties. (c) There is no outstanding Tax, levy or charge of any kind whatsoever in respect of the Real Property Company Properties or in connection with the Company’s or any Company Subsidiary’s use or right in such Company Properties for which Tax the Company or any Company Subsidiary is liable to the relevant Governmental Entity, and to the Company’s Knowledge, neither the Company nor any Company Subsidiary is under any obligation to pay such Taxes, levies or charges to any third party, including any Governmental Entity or the Israeli Land Administration, except for such Taxes not yet due. There are no outstanding claims or proceedings commenced by any third party other than a Subsidiary has occupancy (including any Governmental Entity) in connection with the Company’s possession or use of any portion of the Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsCompany Properties.

Real Property. Section 3.4(a(a) of the Disclosure Schedule 5.13 sets forth a list and legal description of all real property owned, ------------- leased, occupied or used by the Subsidiary (the "Real Property"). All title documents, leases and subleases pursuant to which any of the Real Property owned is owned, occupied or used are set forth on Schedule 5.13 and such titles, leases and subleases are valid, subsisting, binding and enforceable against the LLC or the Subsidiary, as applicable, in accordance with their respective terms, and there are no existing breaches of a material provision thereof or defaults thereunder by each the LLC or the Subsidiary, as applicable, or to the Knowledge of the LLC any other parties thereto, or events that with notice or lapse of time or both would constitute defaults thereunder by the LLC or the Subsidiary, as applicable, and no party under any such contract, lease or sublease has given or received a written notice of termination thereunder. (b) All Real Property is appropriately zoned under the applicable zoning ordinances of the city, county and state in which such the Real Property is located for current use and its intended use. Neither Seller owns To the Knowledge of the LLC, there are no proceedings pending or threatened that could or would cause the change, redefinition, or other modification of the zoning classification, or of other legal requirements applicable to the Real Property or any part thereof, or any property adjacent to the Real Property, or any moratorium that could or would in any way impair the use of the Real Property for the operation of apartment complexes. (c) All Real Property that has been constructed, is occupied or has been made available for occupancy is and has been used or useful and operated in compliance in all material respects with the zoning, building, health, toxic and hazardous waste, environmental and other laws, codes, ordinances, regulations, orders and requirements of any Governmental Authority having jurisdiction thereof; and all certificates, licenses, permits, authorizations, consents and approvals required by any such Governmental Authority for the Business. Sellers continued use, occupancy and operation of the Real Property have delivered been obtained, except for those the failure to obtain would not have a Material Adverse Effect on the LLC or the Subsidiary. (d) All improvements located on the Real Property are in good working order and repair (ordinary wear and tear excepted), free from patent defects and have been completed in all material respects in accordance with all applicable zoning, building, fire, health, pollution, subdivision, environmental protection, waste disposal and other governmental laws, ordinances, codes and regulations. (e) All work done or materials furnished by or on behalf of the Subsidiary for construction of or repairs to the Buyers complete improvements located on the Real Property have been paid for in full and correct copies of all there are no claims, existing or otherwise, or rights to claims for, mechanics', materialmen's or vendors liens with respect to any of the following materials relating to such Real Property. (f) No tenant has paid rent in advance for more than a month and, except as presented in the Rent Roll, no party has any right to rent-free occupancy or rent reductions or concessions. No tenant is in default under their lease (as to rent or otherwise), except for such defaults which would not individually or in the extent aggregate have a Material Adverse Effect on the Subsidiary. Each lease is in Sellers’ full force and effect, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally, and the application of equitable principles (whether considered in a proceeding at law or in equity. The landlord under the leases is not required to render any services to any tenant except as specifically provided in the leases. There are no parties in possession of the Real Property or control: title insurance policies entitled to possession thereof other than the Subsidiary and commitments; deeds; encumbrance tenants under the leases listed on Schedule 5.13. (g) Neither the LLC nor the Subsidiary has received any notice or has Knowledge of any pending or threatened condemnation or eminent domain proceedings which would affect any of the Real Property. (h) The Real Property has adequate legal access to public roads and easement documents all buildings and other documents and agreements affecting title to or for operation improvements are located entirely within the boundary lines of such the Real Property; surveys; as-built construction plans; construction contracts . There are no encroachments on the Real Property and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) no portion of the Disclosure Schedule:Real Property is located within any Special Flood Hazard Area designated by the U.S. Department of Housing and Urban Development, or in any area similarly designated by any other Governmental Authority having jurisdiction thereof. (i) each To the Knowledge of the LLC, there are no unpaid special assessments affecting the Real Property and notice has not been received of any special improvements to be made for the benefit of any of the Real Property or requiring the construction of or repairs to any public rights of way contiguous to any of the Real Property. (j) To the Knowledge of the LLC, (i) there are no "hazardous substances" (as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C.ss.ss.9601 et seq., as amended) at the Real Property; (ii) there has been no release or threat of release of any such hazardous substance; (iii) the Real Property is not subject to regulation by any Governmental Authority as a result of the presence of (A) stored, leaked or spilled petroleum products, (B) underground storage tanks, (C) an accumulation of rubbish, debris or other solid waste, or because of the presence, release, threat of release, discharge, storage, treatment, generation or disposal of any "hazardous waste" (as defined in the Resource Conservation and Recovery Act, 42 U.S.C.ss.6901 et. seq., as amended), or "toxic substance" (as defined in the Toxic Substance Control Act, 15 U.S.C.ss.2601 et seq., as amended), including without limitation asbestos and items or equipment containing polychlorinated biphenyls (PCBs) in excess of 50 parts per million; (iv) no environmental conditions exist on the Real Property that either (X) requires the owner to report such condition to any authority or agency of the states in which the Real Property is located or (Y) requires the owner of the Real Property to make a notation of such condition in any public records or conveyancing instrument upon the conveyance of the Real Property; and (v) no condition exists that is or may be characterized by any Governmental Authority as an actual or potential danger to the environment or public health. (k) To the Knowledge of the LLC, there are no material patent or latent defects in the Real Property or any part thereof. (l) The Subsidiary has good and marketable owns fee simple title to the its respective Real Property, free and clear of any Encumbrancesall Liens, except for Permitted Exceptions and, Liens and free and clear of encumbrances and other matters of title except as of the date hereof, Permitted Encumbrances;shown on Schedule 5.13(1). ---------------- (iim) the use and operation There are no pending litigation actions, suits, proceedings or claims with respect to any aspect of the Real Property in nor, to the operation Knowledge of the Business does not violate in LLC, have any material respect any instrument of record such actions, suits, proceedings or agreement affecting the Real Property;claims been threatened or asserted. (iiin) All utilities (including, without limitation, water, storm and sanitary sewer, gas, electricity and telephone) are available on the Real Property is through private easements or dedicated public easements in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws; (iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required capacities sufficient to use serve and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord with respect to any of each project. Private drives located upon the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will appurtenant easements have the right been completed and connect to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, public roads, and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.

Real Property. Section 3.4(a(a) of the Disclosure Schedule sets forth a list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) Schedule 6.11, the Real Property comprises all of the Disclosure Schedule:real property used in the Business. (ib) each Subsidiary has good and marketable title There is no condemnation, expropriation or other proceeding in eminent domain, pending or, to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as Knowledge of the date hereofSeller Parties, Permitted Encumbrances; (ii) threatened, affecting any parcel of Real Property or any portion thereof or interest therein. There is no injunction, decree, order, writ or judgment outstanding or any claim, litigation, administrative action or similar proceeding, pending or, to the Knowledge of the Seller Parties, threatened, relating to the ownership, lease, use and operation or occupancy of the Real Property in the operation of the Business does not violate in or any material respect any instrument of record or agreement affecting the Real Property;portion thereof. (iiic) All material certificates of occupancy, permits, licenses, franchises, approvals and authorizations (collectively, the “Real Property Permits”) of all Governmental Authorities having jurisdiction over the Real Property that are required or appropriate to use or occupy the Real Property or operate the Business as currently conducted have been issued and are in full force and effect. Seller has not received any written notice from any Governmental Authority relating to a suspension, revocation, modification or cancellation of any Real Property Permit. Seller is in compliance in all material respects with all applicable building, zoning, subdivision the terms and other land use or similar Laws, and the Selling Group has not received any written notice conditions of violation or claimed violations of such Laws; (iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in Permits. (d) The classification of each parcel of Real Property under applicable zoning laws, ordinances and regulations permits (i) the manner necessary to conduct use and occupancy of such parcel and the operation of the Business by and (ii) the Seller Group Improvements located thereon as currently conducted;constructed, used and occupied. The use or occupancy by Seller of the Real Property or any portion thereof or the operation of the Business is not dependent on a “permitted non-conforming use” or “permitted non-conforming structure” or similar variance, exemption or approval from any Governmental Authority. (ve) no member of the Seller Group is a landlord with respect to any The current use and occupancy of the Real Property and no party other than a Subsidiary has occupancy or use of any portion the operation of the Business do not materially violate any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded agreement affecting such Real Property;. (vif) immediately following To the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member Knowledge of the Seller Group has any knowledge Parties, there is no pending or threatened increase or special assessment or reassessment of any fact or condition which would result in the termination of the current access to or from the Real Property to such impositions for any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viii) the . No parcel of Real Property is assessed by local property assessors under development as a tax parcel or parcels separate from all other tax parcelsof the date hereof.

Real Property. Section 3.4(a(a) Schedule 3.11(a) includes a true and complete list of all Business Real Property. One or more of the Disclosure Schedule sets forth a list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used Purchased Business Companies has or useful for the Business. Sellers will at Closing have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule: (i) each Subsidiary has good and marketable title to the Owned Real Property and valid leasehold interests in the Leased Real Property subject only to Permitted Encumbrances. There are no Actions affecting any of the Business Real Property pending or, to Sellers’ knowledge, threatened which would reasonably be expected to impair the value or interfere with the present use of the Business Real Property. To the knowledge of Sellers, free no material parcel of Business Real Property is subject to any governmental decree or is being condemned, expropriated or otherwise taken by any public authority, with or without payment of compensation therefor, and clear of any Encumbrancesno such condemnation, expropriation or taking has been proposed. (b) Except as set forth on Schedule 3.11(b), all improvements on the Owned Real Properties and the operations therein conducted conform to all applicable health, fire, safety, zoning and building laws, ordinances and administrative regulations, except for Permitted Exceptions andpossible nonconforming uses or violations which do not and will not interfere with the present use, as operation or maintenance thereof by any of the date hereofBusiness Companies as now used, Permitted Encumbrances; (ii) operated or maintained or access thereto. The operating condition and state of repair of all buildings, structures, improvements and fixtures on the Owned Real Properties are sufficient to permit the use and operation of all such buildings, structures, improvements and fixtures as now used or operated. (c) Except as set forth on Schedule 3.11(c), the buildings, driveways and all other structures and improvements upon the Owned Real Properties are all within the boundary lines of such Owned Real Property in or have the benefit of valid easements, and there are no encroachments thereon that would affect the use thereof. (d) Except as set forth on Schedule 3.11(d), all public utilities required for the operation of such properties either enter such properties through adjoining public streets or, if they pass through adjoining private land, do so in accordance with valid public or private easements which inure to the benefit of the Business does not violate in any material respect any instrument of record or agreement affecting the Companies. Each Owned Real Property;Property has unrestricted access to and from public roads and streets. (iiie) Each of the leases relating to the Leased Real Property is valid and binding on one of the Business Companies and, to the knowledge of Sellers, the counterparties thereto and is in compliance full force and effect. There are no Actions affecting any of the Leased Real Property pending, or to Sellers’ knowledge, threatened in all material respects writing which would reasonably be expected to impair the value or interfere with all applicable buildingthe present use of the Leased Real Property. To Sellers’ knowledge, zoning, subdivision and other land use or similar Laws, and the Selling Group no Business Company has not received any written notice of violation or claimed violations any event of such Laws; (iv) the applicable Subsidiary default under any of the Seller Group has obtained all material Permits required to use Leases and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member event of default exists under any of the Seller Group is a landlord Leases with respect to any counterparty under the Leases. No Business Company has any contingent liability in respect of the Real Property and no party any leasehold property other than a Subsidiary has occupancy or use of any portion of the Leased Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viii) the . No Leased Real Property is assessed subject to any sublease, license or other agreement granting to any Person any right to the use, occupancy or enjoyment of such Leased Real Property or any portion thereof, except where such sublease, license or other agreement would not adversely affect the use, occupancy or enjoyment of such Leased Real Property as it is currently being used, occupied or enjoyed by local property assessors as a tax parcel or parcels separate from all other tax parcelsthe Business.

Real Property. Section 3.4(a(a) Except as specifically set forth herein, Seller has no knowledge of any condemnation proceedings pending against the Disclosure Schedule sets Real Property. (b) Except as specifically set forth a list herein or on Exhibit 5.7 hereto, Seller has not entered into any agreement regarding the Real Property, and legal description of all to Seller's knowledge, the Real Property owned by each Subsidiary. Neither Seller owns is not subject to any claim, demand, suit, lien, proceeding or litigation of any kind, pending or outstanding, which would materially affect or limit Buyer's use and enjoyment of the Real Property that is used or useful for which would materially limit or restrict Seller's right or ability to enter into this Agreement and consummate the Business. Sellers have delivered sale and purchase contemplated hereby. (c) To Seller's knowledge, (i) no fact or condition exists which would result in the permanent termination or material impairment of access to the Buyers complete and correct copies Real Property from adjoining public streets or highways or in the permanent discontinuance of all of necessary utilities services to the following materials relating to such Real Property, and (ii) all sanitation, plumbing, refuse disposal, and similar facilities servicing the Branches are in material compliance with applicable governmental regulations. (d) No complaints have been received by Seller that Seller is in violation of applicable building, zoning, platting, subdivision, use, safety, building or similar laws, ordinances, regulations and restrictions with respect to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property. To Seller's knowledge, there are no special or general assessments pending against or affecting the Real Property and, to Seller's knowledge, no public improvements have been recently made which would cause special or general assessments to be assessed against the Real Property. Except for any encroachment which does not materially affect the use or value of the premises: (i) to Seller's knowledge, there is no encroachment upon the Real Property from any buildings or improvements, if any, located on the adjacent property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection(ii) to Seller's knowledge, soils, environmental assessment and similar reportsthere is no encroachment by the Real Property upon any adjacent property or upon any easements with respect to the adjacent property. Except as set forth on in Section 3.4(a) Exhibit 5.7, there are no leases or other agreements by which any person possesses or has a right to possess all or any portion of the Disclosure Schedule:Real Property other than those described in this Agreement or exhibits to this Agreement. To Seller's knowledge, and except as disclosed by title insurance binder or by survey, there is no violation of any applicable building restriction or restrictive covenant. To Seller's knowledge, the Real Property is adequately serviced by all utilities necessary for effective operation as presently used for a financial institution office. (ie) each Subsidiary Seller is the owner in fee simple of the Real Property and has good and marketable title to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, subject to Permitted Encumbrances; (ii) the use and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property; (iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws; (iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.

Real Property. Section 3.4(a(a) of the Disclosure Schedule sets forth 3.14(a)(i) contains a complete and accurate list and legal description of all (i) deeds conveying fee simple interests in the real property material to the Business, including mineral rights material to the Business, in which Seller is a grantee (the “Owned Real Property”); (ii) leases for real property material to the Business, including mineral rights to which Seller is a party as lessee (each a “Lease” and collectively “Leases”); and (iii) rights of way, easements and other documents material to the Business granting use of real property or property rights (other than Mining Permits) to Seller ((i), (ii) and (iii) are collectively, the “Real Property”). For the avoidance of doubt, the Real Property owned by each Subsidiary. Neither Seller owns shall not include any Real Property that is used or useful for the Business. Sellers have delivered rights with respect to the Buyers real property listed and depicted on Schedule 3.14(a)(ii) (the “Excluded Real Property”). Schedule 3.14(a)(iii) depicts in a reasonably accurate manner the location and boundaries of all material Real Property. Seller has delivered or made available to Buyer complete and correct accurate copies of all of the following materials instruments constituting Real Property. Seller has made available to Buyer all title insurance policies, title abstracts, maps and surveys material to the Real Property in the possession of Seller relating to such Real Property, provided however, Seller does not make any representation or warranty as to the extent accuracy, effectiveness, applicability or completeness of any such documents or any documents referenced within any such documents. Schedule 3.14(a)(i), Schedule 3.14(a)(ii) and Schedule 3.14(a)(iii) collectively describe all material real property and interests in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents real property, including coal and other documents mineral, water and agreements affecting title surface rights, easements, rights of way and options, reasonably necessary to or Seller’s Knowledge for the operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reportsthe Business as currently conducted. Except as set forth on in Section 3.4(a) of the Disclosure Schedule: (i) each Subsidiary Seller has good and marketable title to the fee simple interests to be conveyed as the Owned Real PropertyProperty for its use as part of the Business as currently conducted, free subject to applicable Permitted Liens and clear all matters set forth on the respective Deed for any such fee simple interests, provided, however, with respect to the foregoing representation, Seller makes such representation only as against the lawful claims of all persons claiming by, through or under Seller but not otherwise. Seller has not received any written notice of any Encumbrancesintention to terminate, except for Permitted Exceptions and, as not renew or challenge the validity or enforceability of the date hereof, Permitted Encumbrances;any Lease. (iib) Except as set forth on Schedule 3.14(b), Seller has not received any written notice from any lessor under any Lease stating that Seller is in default in any material respect under any such Lease. (c) Except as set forth on Schedule 3.14(c): (i) To Seller’s Knowledge, other than the rights of Buyer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase any Real Property or any portion thereof or interest therein that have been granted by Seller. There are no Contracts entered into by Seller and pursuant to which Seller is the grantor granting any Person the right to use and operation or occupy any portion of the Real Property in a manner that materially adversely affects the operation of the Business. (ii) Seller has not received any written notice from any party of any condemnation, expropriation or other Proceeding in eminent domain, pending or threatened, affecting any parcel of Real Property or any portion thereof or interest therein. (iii) Seller has received no written notice that the current use and occupancy of the Real Property and the operation by Seller of the Business does not as currently conducted thereon violate any easement, covenant, condition, restriction or similar provision in any material respect any instrument of record or other unrecorded agreement affecting such Real Property. (iv) No written notice of any material increase in the assessed valuation of the Real Property and no written notice of any contemplated special assessment has been received by Seller and, to Seller’s Knowledge, there is no threatened special assessment pertaining to any of the Real Property;, in each case that would be material. (iiid) Except for the Excluded Real Property, Seller does not own or lease any real property other than the Real Property is in compliance in all material respects with all respect to the Business. To Seller’s Knowledge, since January 1, 2016, Seller has not received any written notice of violation or written claimed violation of any applicable building, zoning, subdivision and other land use or similar LawsLaw in connection with the use and operation of the Real Property. (e) Seller has made available to Buyer information pertaining to drilling programs, geological data and core samples in its possession or under its control that pertain to the Shoal Creek Mine, and such information set forth in the Selling Group reports is accurate and complete in all material respects. Seller has not received made available to Buyer reports as requested of the coal quality of the coal reserves of the Shoal Creek Mine. To Seller’s Knowledge, there are no facts or circumstances that would render any written notice of violation or claimed violations of such Laws; (iv) the applicable Subsidiary program information, data and studies inaccurate as of the Seller Group has obtained all material Permits required to use date hereof and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord Closing Date with respect to any facts or circumstances unique to the coal reserves that are a part of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;Shoal Creek Mine. (vif) immediately following the ClosingSeller has made reasonably available to Buyer true and complete copies of geological surveys and data, no person logs, test hole locations, monitoring well locations, reserve data, coal measurements, lithologic data, coal reserve calculations, mine plans, adjacent, above, below, and/or abandoned mines, equipment productivity and cost data, engineering studies, seismic records, shot points, field notes, interpretations and programs and all other than one of the Subsidiaries will have the right to possession seismic, technical, geological and use of the Real Property; (vii) no member geophysical information, data, reports and studies prepared by or on behalf of the Seller Group has any knowledge of any fact or condition which would result in within the termination possession, custody or control of the current access Seller with respect to or from the Real Property Shoal Creek Mine to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viii) extent such materials may have been requested by the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsBuyer in writing.

Real Property. Section 3.4(a) 5.5.1 All the Assets consisting of the Disclosure Schedule sets forth a list and legal description of all Real Property interests are described on SCHEDULE 1.28. Except as otherwise disclosed on SCHEDULE 1.28, Seller holds indefeasible fee simple title to the Real Property shown as being owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for on SCHEDULE 1.28 and the Business. Sellers have delivered valid and enforceable right to the Buyers complete use and correct copies of all of the following materials relating to possess such Real Property, subject only to the extent Permitted Encumbrances. Seller has valid leasehold interests in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule: (i) each Subsidiary has good and marketable title Property pursuant to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances; (ii) the use and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property; (iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws; (iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord leases described on SCHEDULE 1.28 with respect to any of the other Real Property not owned or leased by Seller, Seller has the valid and no party other than a Subsidiary has occupancy or use of any portion of the Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will have the enforceable right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the all other Real Property pursuant to any presently existing highwaysthe easements, roadslicenses, and rights-of-way or other rights described on SCHEDULE 1.28, subject only to Permitted Encumbrances. The Real Property includes all the real property interests necessary to permit Buyer to conduct the Business substantially as it is being conducted on this date in compliance with all Legal Requirements. 5.5.2 The documents delivered by Seller to Buyer as evidence of each lease of Real Property constitute the entire agreement with the landlord in question and are valid and in full force and effect. There are no leases or adjoining other agreements, oral or written, granting to any Person other than Seller the right to occupy or use any Real Property; and (viii) the , except Permitted Encumbrances or as described on SCHEDULE 1.28. All leases, easements, rights-of-way and other rights appurtenant to, or which are necessary for Seller's current use of, any Real Property is assessed by local property assessors as a tax are valid and in full force and effect, and Seller has not given or received any notice with respect to the termination or breach of any rights or obligations under such agreements. Each parcel of Real Property, any improvements constructed thereon and their current use conform to (a) all applicable Legal Requirements, including zoning requirements and the Americans with Disabilities Act, and (b) all restrictive covenants, if any, or parcels separate from other Encumbrances affecting all other tax parcelsor part of such parcel.

Real Property. (a) Neither the Company nor any Subsidiary owns or has owned any real property. (b) Section 3.4(a3.17(b) of the Company Disclosure Schedule sets forth contains a true, complete and correct list of (i) the street address of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and legal description current occupant (if different from lessee) of all each such parcel of Leased Real Property, (iii) the term (referencing applicable renewal periods) and rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property owned by and (iv) the current use of each Subsidiarysuch parcel of Leased Real Property. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered The Company has made available to the Buyers Nu Skin true, complete and correct copies of each lease or sublease for each parcel of Leased Real Property listed in Section 3.17(b) of the Company Disclosure Schedule (including, without limitation, all amendments, consents for alterations and documents recording variations and evidence of commencement dates and expiration dates). (c) Except as described in Section 3.17(c) of the Company Disclosure Schedule, to the knowledge of the Company, there is no material violation of any Law (including, without limitation, any building, planning or zoning Law) relating to any of the Leased Real Property. The Company has made available to Nu Skin all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies policies, title reports, surveys, certificates of occupancy, environmental reports and commitments; deeds; encumbrance and easement audits, appraisals, permits, other title documents and other documents in possession of the Company and agreements affecting title relating to or for operation of such otherwise affecting the Leased Real Property; surveys; as-built construction plans; construction contracts , the operations of the Company or any Subsidiary thereon or any other uses thereof. Either the Company or a Subsidiary, as the case may be, is in peaceful and warranties; appraisals; structural inspectionundisturbed possession of each parcel of Leased Real Property and, soilsto the knowledge of the Company, environmental assessment there are no contractual or legal restrictions that preclude or restrict the ability to use the premises for the purposes for which they are currently being used. All existing water, sewer, steam, gas, electricity, telephone and similar reportsother utilities required for the construction, use, occupancy, operation and maintenance of the Leased Real Property are adequate for the conduct of the Business as it has been and currently is conducted. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Leased Real Property or any of the facilities, buildings, structures, erections, improvements, fixtures, fixed assets and personalty of a permanent nature annexed, affixed or attached to, located on or forming part of the Leased Real Property. Except as set forth on in Section 3.4(a3.17(c) of the Company Disclosure Schedule:, neither the Company nor any Subsidiary has leased or subleased any parcel or any portion of any parcel of Leased Real Property to any other person, nor has the Company or any Subsidiary assigned its interest under any lease or sublease listed in Section 3.17(b) of the Company Disclosure Schedule to any third party. (d) With respect to each lease and sublease delivered to Nu Skin pursuant to Section 3.17(b): (i) each Subsidiary has good such lease or sublease, together with all ancillary documents delivered pursuant to Section 3.17(b), is legal, valid, binding and marketable title enforceable on the Company and, to the Real PropertyCompany's knowledge, free on the other party thereto and clear of any Encumbrances, except for Permitted Exceptions and, as of in full force and effect and represents the date hereof, Permitted Encumbrancesentire agreement between the respective landlord and tenant with respect to such property; (ii) the use and operation except as otherwise set forth in Section 3.17(d)(ii) of the Real Property Company Disclosure Schedule, such lease or sublease will not cease to be legal, valid, binding and enforceable and in the operation full force and effect on terms identical to those currently in effect as a result of the Business does not violate in any material respect any instrument consummation of record the transactions contemplated by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or agreement affecting default under such lease or sublease or otherwise give the Real Propertylandlord a right to terminate such lease or sublease; (iii) except as set forth in Section 3.17(d)(iii) of the Real Property is Company Disclosure Schedule, with respect to each such lease or sublease (A) neither the Company nor any Subsidiary has received any notice of termination or cancellation under such lease or sublease and no lessor has any right of termination or cancellation under such lease or sublease except in compliance in all material respects connection with all applicable buildingthe default of the Company or any Subsidiary thereunder, zoning(B) neither the Company nor any Subsidiary has received any notice of a breach or default under such lease or sublease, subdivision and other land use which breach or similar Lawsdefault has not been cured, and (C) neither the Selling Group Company nor any Subsidiary has not received granted to any written notice of violation other person any rights, adverse or claimed violations of otherwise, under such Laws;lease or sublease; and (iv) none of the Company, any Subsidiary nor, to the knowledge of the Company, any other party to such lease or sublease, is in breach or default in any material respect, and no event has occurred that, with notice or lapse of time would constitute such a breach or default or permit termination, modification or acceleration under such lease or sublease. (e) To the knowledge of the Company, there are no condemnation proceedings or eminent domain proceedings of any kind pending or threatened against the Leased Real Property. (f) To the knowledge of the Company, all of the Leased Real Property is occupied under a valid and current certificate of occupancy or similar permit, the transactions contemplated by this Agreement will not require the issuance of any new or amended certificate of occupancy and there are no facts that could reasonably be expected to prevent the Leased Real Property from being occupied by the Company or any Subsidiary, as the case may be, after the Effective Time in the same manner as occupied by the Company or such Subsidiary immediately prior to the Effective Time. (g) To the knowledge of the Company, no improvements on the Leased Real Property and none of the current uses and conditions thereof violate 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 no permits, licenses or certificates pertaining to the ownership or operation of all improvements on the Leased Real Property, other than those which are transferable with the Leased Real Property, are required by any Governmental Authority having jurisdiction over the Leased Real Property. (h) Except as otherwise set forth in Section 3.17(h) of the Company Disclosure Schedule, there have been no improvements of a value in excess of US$10,000 in the aggregate made to or construction on any Leased Real Property within the applicable Subsidiary period for the filing of mechanics' liens. (i) The rental set forth in each lease or sublease of the Seller Group has obtained all material Permits required to use and operate the Leased Real Property in is the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) actual rental being paid, and there are no member of the Seller Group is a landlord separate agreements or understandings with respect to the same. (j) Either the Company or a Subsidiary, as the case may be, has the full right to exercise any of renewal options contained in the leases and subleases pertaining to the Leased Real Property on the terms and no party other than a Subsidiary has occupancy or conditions contained therein and upon due exercise would be entitled to enjoy the use of any portion of the Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the each Leased Real Property to any presently existing highways, roads, and rights-of-way on or adjoining for the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsfull term of such renewal options.

Real Property. Section 3.4(a(a) of the Disclosure Schedule 5.13 sets forth a list and legal description of all real property owned, ------------- leased, occupied or used by the Subsidiaries (the "Real Property"). All title documents, leases and subleases pursuant to which any of the Real Property owned is owned, occupied or used are set forth on Schedule 5.13 and such titles, leases and subleases are valid, subsisting, binding and enforceable against the LLC or the Subsidiaries, as applicable, in accordance with their respective terms, and there are no existing breaches of a material provision thereof or defaults thereunder by each Subsidiarythe LLC or the Subsidiaries, as applicable, or to the Knowledge of the LLC any other parties thereto, or events that with notice or lapse of time or both would constitute defaults thereunder by the LLC or the Subsidiaries, as applicable, and no party under any such contract, lease or sublease has given or received a written notice of termination thereunder. (b) All Real Property is appropriately zoned under the applicable zoning ordinances of the city, county and state in which such the Real Property is located for current use and its intended use. Neither Seller owns To the Knowledge of the LLC, there are no proceedings pending or threatened that could or would cause the change, redefinition, or other modification of the zoning classification, or of other legal requirements applicable to the Real Property or any part thereof, or any property adjacent to the Real Property, or any moratorium that could or would in any way impair the use of the Real Property for the operation of apartment complexes. (c) All Real Property that has been constructed, is occupied or has been made available for occupancy is and has been used or useful and operated in compliance in all material respects with the zoning, building, health, toxic and hazardous waste, environmental and other laws, codes, ordinances, regulations, orders and requirements of any Governmental Authority having jurisdiction thereof; and all certificates, licenses, permits, authorizations, consents and approvals required by any such Governmental Authority for the Business. Sellers continued use, occupancy and operation of the Real Property have delivered been obtained, except for those the failure to obtain would not have a Material Adverse Effect on the LLC or any of the Subsidiaries. (d) All improvements located on the Real Property are in good working order and repair (ordinary wear and tear excepted), free from patent defects and have been completed in all material respects in accordance with all applicable zoning, building, fire, health, pollution, subdivision, environmental protection, waste disposal and other governmental laws, ordinances, codes and regulations. (e) All work done or materials furnished by or on behalf of the Subsidiaries for construction of or repairs to the Buyers complete improvements located on the Real Property have been paid for in full and correct copies of all there are no claims, existing or otherwise, or rights to claims for, mechanics', materialmen's or vendors liens with respect to any of the following materials relating to such Real Property. (f) No tenant has paid rent in advance for more than a month and, except as presented in the Rent Roll, no party has any right to rent-free occupancy or rent reductions or concessions. No tenant is in default under their lease (as to rent or otherwise), except for such defaults which would not individually or in the extent aggregate have a Material Adverse Effect on any of the Subsidiaries. Each lease is in Sellers’ full force and effect, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally, and the application of equitable principles (whether considered in a proceeding at law or in equity. The landlord under the leases is not required to render any services to any tenant except as specifically provided in the leases. There are no parties in possession of the Real Property or control: title insurance policies entitled to possession thereof other than the Subsidiaries and commitments; deeds; encumbrance tenants under the leases listed on Schedule 5.13. (g) Neither the LLC nor the Subsidiaries has received any notice or has Knowledge of any pending or threatened condemnation or eminent domain proceedings which would affect any of the Real Property. (h) The Real Property has adequate legal access to public roads and easement documents all buildings and other documents and agreements affecting title to or for operation improvements are located entirely within the boundary lines of such the Real Property; surveys; as-built construction plans; construction contracts . There are no encroachments on the Real Property and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) no portion of the Disclosure Schedule:Real Property is located within any Special Flood Hazard Area designated by the U.S. Department of Housing and Urban Development, or in any area similarly designated by any other Governmental Authority having jurisdiction thereof. (i) each To the Knowledge of the LLC, there are no unpaid special assessments affecting the Real Property and notice has not been received of any special improvements to be made for the benefit of any of the Real Property or requiring the construction of or repairs to any public rights of way contiguous to any of the Real Property. (j) To the Knowledge of the LLC, (i) there are no "hazardous substances" (as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. (S)(S)9601 et seq., as amended) at the Real Property; (ii) there has been no release or threat of release of any such hazardous substance; (iii) the Real Property is not subject to regulation by any Governmental Authority as a result of the presence of (A) stored, leaked or spilled petroleum products, (B) underground storage tanks, (C) an accumulation of rubbish, debris or other solid waste, or because of the presence, release, threat of release, discharge, storage, treatment, generation or disposal of any "hazardous waste" (as defined in the Resource Conservation and Recovery Act, 42 U.S.C. (S)6901 et. seq., as amended), or "toxic substance" (as defined in the Toxic Substance Control Act, 15 U.S.C. (S)2601 et seq., as amended), including without limitation asbestos and items or equipment containing polychlorinated biphenyls (PCBs) in excess of 50 parts per million; (iv) no environmental conditions exist on the Real Property that either (X) requires the owner to report such condition to any authority or agency of the states in which the Real Property is located or (Y) requires the owner of the Real Property to make a notation of such condition in any public records or conveyancing instrument upon the conveyance of the Real Property; and (v) no condition exists that is or may be characterized by any Governmental Authority as an actual or potential danger to the environment or public health. (k) To the Knowledge of the LLC, there are no material patent or latent defects in the Real Property or any part thereof. (l) Each Subsidiary has good and marketable owns fee simple title to the its respective Real Property, free and clear of any Encumbrancesall Liens, except for Permitted Exceptions and, Liens and free and clear of encumbrances and other matters of title except as of the date hereof, Permitted Encumbrances;shown on Schedule 5.13(1). ---------------- (iim) the use and operation There are no pending litigation actions, suits, proceedings or claims with respect to any aspect of the Real Property in nor, to the operation Knowledge of the Business does not violate in LLC, have any material respect any instrument of record such actions, suits, proceedings or agreement affecting the Real Property;claims been threatened or asserted. (iiin) All utilities (including, without limitation, water, storm and sanitary sewer, gas, electricity and telephone) are available on the Real Property is through private easements or dedicated public easements in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws; (iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required capacities sufficient to use serve and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord with respect to any of each project. Private drives located upon the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will appurtenant easements have the right been completed and connect to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, public roads, and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.

Real Property. Section 3.4(a(a) of the Disclosure Schedule 5.13 sets forth a list and legal description of all real property owned, leased, ------------- occupied or used by the Subsidiaries (the "Real Property"). All title documents, leases and subleases pursuant to which any of the Real Property owned is owned, occupied or used are set forth on Schedule 5.13 and such titles, leases and subleases are valid, subsisting, binding and enforceable against the LLC or the Subsidiaries, as applicable, in accordance with their respective terms, and there are no existing breaches of a material provision thereof or defaults thereunder by each Subsidiarythe LLC or the Subsidiaries, as applicable, or to the Knowledge of the LLC any other parties thereto, or events that with notice or lapse of time or both would constitute defaults thereunder by the LLC or the Subsidiaries, as applicable, and no party under any such contract, lease or sublease has given or received a written notice of termination thereunder. (b) All Real Property is appropriately zoned under the applicable zoning ordinances of the city, county and state in which such the Real Property is located for current use and its intended use. Neither Seller owns To the Knowledge of the LLC, there are no proceedings pending or threatened that could or would cause the change, redefinition, or other modification of the zoning classification, or of other legal requirements applicable to the Real Property or any part thereof, or any property adjacent to the Real Property, or any moratorium that could or would in any way impair the use of the Real Property for the operation of apartment complexes. (c) All Real Property that has been constructed, is occupied or has been made available for occupancy is and has been used or useful and operated in compliance in all material respects with the zoning, building, health, toxic and hazardous waste, environmental and other laws, codes, ordinances, regulations, orders and requirements of any Governmental Authority having jurisdiction thereof; and all certificates, licenses, permits, authorizations, consents and approvals required by any such Governmental Authority for the Business. Sellers continued use, occupancy and operation of the Real Property have delivered been obtained, except for those the failure to obtain would not have a Material Adverse Effect on the LLC or any of the Subsidiaries. (d) All improvements located on the Real Property are in good working order and repair (ordinary wear and tear excepted), free from patent defects and have been completed in all material respects in accordance with all applicable zoning, building, fire, health, pollution, subdivision, environmental protection, waste disposal and other governmental laws, ordinances, codes and regulations. (e) All work done or materials furnished by or on behalf of the Subsidiaries for construction of or repairs to the Buyers complete improvements located on the Real Property have been paid for in full and correct copies of all there are no claims, existing or otherwise, or rights to claims for, mechanics', materialmen's or vendors liens with respect to any of the following materials relating to such Real Property. (f) No tenant has paid rent in advance for more than a month and, except as presented in the Rent Roll, no party has any right to rent-free occupancy or rent reductions or concessions. No tenant is in default under their lease (as to rent or otherwise), except for such defaults which would not individually or in the extent aggregate have a Material Adverse Effect on any of the Subsidiaries. Each lease is in Sellers’ full force and effect, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally, and the application of equitable principles (whether considered in a proceeding at law or in equity. The landlord under the leases is not required to render any services to any tenant except as specifically provided in the leases. There are no parties in possession of the Real Property or control: title insurance policies entitled to possession thereof other than the Subsidiaries and commitments; deeds; encumbrance tenants under the leases listed on Schedule 5.13. (g) Neither the LLC nor the Subsidiaries has received any notice or has Knowledge of any pending or threatened condemnation or eminent domain proceedings which would affect any of the Real Property. (h) The Real Property has adequate legal access to public roads and easement documents all buildings and other documents and agreements affecting title to or for operation improvements are located entirely within the boundary lines of such the Real Property; surveys; as-built construction plans; construction contracts . There are no encroachments on the Real Property and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) no portion of the Disclosure Schedule:Real Property is located within any Special Flood Hazard Area designated by the U.S. Department of Housing and Urban Development, or in any area similarly designated by any other Governmental Authority having jurisdiction thereof. (i) each To the Knowledge of the LLC, there are no unpaid special assessments affecting the Real Property and notice has not been received of any special improvements to be made for the benefit of any of the Real Property or requiring the construction of or repairs to any public rights of way contiguous to any of the Real Property. (j) To the Knowledge of the LLC, (i) there are no "hazardous substances" (as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. (S)(S)9601 et seq., as amended) at the Real Property; (ii) there has been no release or threat of release of any such hazardous substance; (iii) the Real Property is not subject to regulation by any Governmental Authority as a result of the presence of (A) stored, leaked or spilled petroleum products, (B) underground storage tanks, (C) an accumulation of rubbish, debris or other solid waste, or because of the presence, release, threat of release, discharge, storage, treatment, generation or disposal of any "hazardous waste" (as defined in the Resource Conservation and Recovery Act, 42 U.S.C. (S)6901 et. seq., as amended), or "toxic substance" (as defined in the Toxic Substance Control Act, 15 U.S.C. (S)2601 et seq., as amended), including without limitation asbestos and items or equipment containing polychlorinated biphenyls (PCBs) in excess of 50 parts per million; (iv) no environmental conditions exist on the Real Property that either (X) requires the owner to report such condition to any authority or agency of the states in which the Real Property is located or (Y) requires the owner of the Real Property to make a notation of such condition in any public records or conveyancing instrument upon the conveyance of the Real Property; and (v) no condition exists that is or may be characterized by any Governmental Authority as an actual or potential danger to the environment or public health. (k) To the Knowledge of the LLC, there are no material patent or latent defects in the Real Property or any part thereof. (l) Each Subsidiary has good and marketable owns fee simple title to the its respective Real Property, free and clear of any Encumbrancesall Liens, except for Permitted Exceptions and, Liens and free and clear of encumbrances and other matters of title except as of the date hereof, Permitted Encumbrances;shown on Schedule 5.13(1). ---------------- (iim) the use and operation There are no pending litigation actions, suits, proceedings or claims with respect to any aspect of the Real Property in nor, to the operation Knowledge of the Business does not violate in LLC, have any material respect any instrument of record such actions, suits, proceedings or agreement affecting the Real Property;claims been threatened or asserted. (iiin) All utilities (including, without limitation, water, storm and sanitary sewer, gas, electricity and telephone) are available on the Real Property is through private easements or dedicated public easements in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws; (iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required capacities sufficient to use serve and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord with respect to any of each project. Private drives located upon the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will appurtenant easements have the right been completed and connect to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, public roads, and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.

Real Property. Section 3.4(a(a) Schedule 3.9(a) contains a true and complete list of the Disclosure Schedule sets forth a list and legal description of all the Owned Real Property owned by each SubsidiaryProperty. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered With respect to the Buyers complete and correct copies of all of the following materials relating to such Owned Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule: (i) each Subsidiary Seller has good good, marketable and marketable insurable fee simple title to the Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) Except for Permitted Liens, Seller has not leased, subleased, licensed or otherwise granted to any EncumbrancesPerson the right to possess, use or occupy the Owned Real Property or any portion thereof; (iii) Except for Permitted Liens, there are not outstanding options or rights of first refusal or other agreements granting to any Person any right to purchase or lease the Owned Real Property, or any portion thereof or interest therein; (iv) There are no zoning, entitlement, building codes and other land use regulations, ordinances or legal requirements imposed by any Governmental Body having jurisdiction over the Owned Real Property that individually or in the aggregate materially impair or would reasonably be expected to materially impair the continued use of the Owned Real Property for the purposes for which it is used for the Business; and (v) Seller has not received any written notice of any pending or threatened condemnation proceedings in the nature of eminent domain in connection with the Owned Real Property and, to the Knowledge of Seller, no such condemnation proceeding is pending or has been threatened in connection with the Owned Real Property. (b) Schedule 3.9(b) lists all of the IDB-Leased Real Property, including the address of landlord and tenant for each Thorsby Property Lease. (i) Seller has good, marketable and insurable leasehold title to the Thorsby Facility, free and clear of all Liens other than Permitted Liens. (ii) Seller does not own any real property at the site of the Thorsby Facility. There are no zoning, entitlement, building codes and other land use regulations, ordinances or legal requirements imposed by any Governmental Body having jurisdiction over the IDB-Leased Real Property that individually or in the aggregate materially impair or would reasonably be expected to materially impair the continued use of the IDB-Leased Real Property for the purposes for which it is used for the Business. (iii) Seller has delivered to Buyer complete copies of each Thorsby Property Lease, including all amendments and agreements related thereto. Seller holds valid leasehold title to all of the IDB-Leased Real Property, in each case in accordance with the provisions of the applicable Thorsby Property Lease for such IDB-Leased Real Property and free and clear of all Liens except for Permitted Exceptions andLiens. Each Thorsby Property Lease is enforceable against Seller, and to the Knowledge of Seller, each other party thereto in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, Seller has performed all material obligations to be performed by it under the Thorsby Property Leases, is not in material breach or default under any such Thorsby Property Lease and no event has occurred or failed to occur that, with or without notice or lapse of time or both, would constitute such a breach or default by Seller or, to the Knowledge of Seller, any other party thereto or, to the Knowledge of Seller, permit termination, modification or acceleration under any such Thorsby Property Lease. To the Knowledge of Seller, the other parties to the Thorsby Property Leases have, as of the date hereof, performed all obligations required to be performed by such parties thereunder and are not (with or without the lapse of time, the giving of notice, or both) in breach or default thereunder. Except for Permitted Encumbrances; (ii) the use and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property; (iii) the Real Property is in compliance in all material respects with all applicable buildingLiens, zoning, subdivision and other land use or similar Laws, and the Selling Group Seller has not received any written notice of violation leased, subleased, licensed or claimed violations of such Laws; (iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord with respect otherwise granted to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will have Person the right to possession and possess, use of or occupy the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the IDB-Leased Real Property to or any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsportion thereof.

Real Property. Section 3.4(a(i) TFSB is the sole and exclusive holder of the Disclosure Schedule sets forth a list land use rights approval certificate No. 1998 (032), issued by the Changping Municipal Land and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered Natural Resources Administration Bureau in 2001 with respect to the Buyers complete Site (the "Site Land Use Rights Certificate") and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth listed on in Section 3.4(a3(l)(i) of the Disclosure Schedule: (i) each Subsidiary has good and marketable title to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances;. (ii) the use and operation Except as noted on Section 3(l)(ii) of the Real Property Disclosure Schedule, with respect to each such parcel of real property under lease by TFSB: (A) the lease or sublease is in full force and effect and TFSB has a valid leasehold interest in the property subject to such lease; (B) TFSB is not in breach or default under such lease or sublease, and no event has occurred that, with notice or lapse of time, would constitute a breach or default by TFSB or permit termination, modification, or acceleration thereunder; (C) TFS has no Knowledge of any breach or default by any other party to any such lease or sublease; (D) no party to the lease or sublease has notified TFSB, TFSI and TFS that it has repudiated any provision thereof; (E) TFSB has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; (F) all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the operation thereof by TFSB and have been operated and maintained by TFSB in accordance with applicable laws, rules and regulations; (G) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property; (iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws; (iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Propertysaid facilities; and (viiiH) the Real Property is assessed by local property assessors as a tax parcel lease or parcels separate from all other tax parcelssublease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the consummation of the transaction contemplated in this Agreement.

Real Property. Section 3.4(a(a) of the Disclosure The real property described on Schedule sets forth a list and legal description of 3.17 constitutes all the real property owned by the Company (the “Real Property”). Other than the Real Property, the Company does not own, lease, sublease, license, occupy or use any real property. The Real Property owned constitutes all the real property necessary to conduct the Company’s business as currently conducted and as currently proposed by each Subsidiarythe Company to be conducted. Neither Seller owns any Real Property that is used or useful for The Company has provided the Business. Sellers have delivered to the Buyers REIT with true and complete and correct copies of all of the following materials leases and subleases (including any exhibits, addendums, amendments or modifications related thereto) relating to such the Real Property (collectively, the “Leases”). (b) With respect to the Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule: (i) each Subsidiary has good all rents and marketable title to other amounts due under the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of Leases have been paid in full on or before the date hereofwhen due and payable, Permitted Encumbrancesand no security deposit has been applied in connection with a breach or default that has not been replaced in full; (ii) no claim has been asserted against the use and operation of the Real Property Company adverse to its rights in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property; (iii) there are no Liens encumbering the Real Property other than Permitted Liens; (iv) all facilities, buildings, improvements and fixtures on the Real Property are in good condition and repair, subject to normal wear and tear, and are suitable for the continued operation of the Company’s business as currently conducted; (v) to the Knowledge of the Company Stockholder, there are no pending or threatened condemnation proceedings, lawsuits or administrative actions relating to the Real Property or other matters affecting adversely the current use or occupancy thereof; (vi) to the Knowledge of the Company Stockholder, the Real Property (A) is in compliance in all material respects with all applicable building, zoning, subdivision Laws relating to occupancy and other land use or similar Laws, operation thereof and the Selling Group has not received any written notice of violation or claimed there are no violations of such LawsLaw related to the Real Property, (B) has received all material approvals of Governmental Authorities (including Permits) required in connection with the occupancy and operation thereof and (C) has been operated and maintained in all material respects in accordance with applicable Law; (ivvii) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate facilities located on the Real Property in are supplied with utilities and other services necessary for the manner necessary to conduct the Business operation of such facilities by the Seller Group tenant, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are reasonably adequate in quality and quantity for the operation of the tenant’s business as currently conducted; (vviii) no member of except as set forth on Schedule 3.17, the Seller Group is Company has not granted a landlord with respect to any of mortgage or security interest in the Real Property and no party other than a Subsidiary has occupancy or use of any portion of and/or the Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real PropertyLeases; and (viiiix) the Company does not owe, and will not owe in connection with the transactions contemplated under this Agreement, any broker’s fees and/or commissions in connection with the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsand/or the Leases.

Real Property. Section 3.4(a(i) Schedule 8.2(b)(i) of the Disclosure Schedule Schedules sets forth a correct and complete list and legal description of of: (A) all the Real Property real property owned by each Subsidiary. Neither Seller owns any Target Group Member (the “Owned Real Properties”), (B) all leases of real property by each Target Group Member (the “Real Property Leases” and, together with the Owned Real Properties, being referred to herein individually as a “Real Property” and collectively as the “Real Properties”); (C) the respective legally mandated and actual uses of the Real Properties; and (D) titles, certificates, licenses and permits that is used or useful are held, being applied for and/or unobtainable in respect of the Business. Sellers have delivered Real Properties. (ii) Each Target Group Member has legal and valid title to the Buyers complete and correct copies of all of the following materials relating to such its Owned Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule: (i) each Subsidiary has good and marketable title to the Real Property, Properties free and clear of all and any Encumbrances, except for Permitted Exceptions and, as . With respect to each of the date hereofOwned Real Properties, Permitted Encumbrances; the relevant Target Group Member has duly obtained all necessary title certificates and state-owned land use right certificates and paid in full all necessary land use right grant fees, and has obtained all building title certificates (iiwhere applicable) the use and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property;as required under applicable Laws. (iii) the Each Real Property Lease to which a Target Group Member is in compliance in a party is legal and valid and has been performed by all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received parties thereto without any written notice of violation or claimed violations of such Laws;default. (iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the No Real Property in the manner necessary is subject to conduct the Business any actual or threatened condemnation, penalty, change of zoning, order of demolishment or reconstruction or any similar action by the Seller Group as currently conducted;any Governmental Authority, or circumstances of utilities shortage or interruptions. (v) no member No Target Group Member has granted any outstanding options, rights of the Seller Group is a landlord with respect first offer, rights of refusal or similar preemptive rights to purchase or lease any of the Real Property and no party Properties, or any portion thereof or interest therein (other than any such rights in favor of a Subsidiary has Target Group Member). There are no Contracts granting to any person the right of use to or occupancy or use of any portion of the Real Property;Properties. (vi) immediately following The Real Properties include all land, buildings, structures, easements and other rights and interests that are reasonably necessary for use by the Closing, no person other than one Target Group in the operation of its business and operations as conducted as of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsdate hereof.

Real Property. Section 3.4(a(a) Schedule 3.20(a) lists all real property owned by the Company or any of the Disclosure its Subsidiaries (collectively, “Owned Real Property”). (b) Schedule sets forth a list 3.20(b) lists all Leased Real Property. True, correct and legal description complete copies of all leases, subleases or similar agreements entered into in connection with the Leased Real Property (collectively, “Real Property Leases”) and amendments thereto, if any, have been previously made available to Acquiror. (c) With respect to each of the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real PropertyLeases, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule: (i) each Subsidiary has good the Company and marketable title to the its Subsidiaries have legal, valid, binding and enforceable leasehold estates in, and enjoy peaceful and undisturbed possession of, all Leased Real PropertyProperty leased by them, as applicable, free and clear of any Encumbrances, all Liens except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances; Liens; (ii) the use and operation assignment of the such Real Property in the operation of the Business Lease to Acquiror pursuant to this Agreement does not violate require the consent of any other party to such Real Property Lease, will not result in any material respect any instrument a breach of record or agreement affecting default under such Real Property Lease, or otherwise cause such Real Property Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Real Property; Closing; (iii) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and to the Company’s knowledge, there are no disputes with respect to such Real Property Lease; (iv) neither the Company or Subsidiary nor any other party to the Real Property Lease is in compliance material breach or default under such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Real Property Lease; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been redeposited in full, and if each Real Property Lease were to expire on the date hereof by the terms of such Real Property Lease through no fault of the Company Group, the applicable member of the Company Group would be entitled to receive the full amount of any security deposit paid to the landlord in connection with each Real Property Lease; (vi) neither the Company nor Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to such Real Property Lease; (vii) the other party to such Real Property Lease is not an affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary; (viii) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (ix) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein. To the knowledge of the Company, there are no pending appropriation, condemnation, eminent domain or like proceedings relating to any Leased Real Property, and neither the Company nor any of its Subsidiaries has received any written threat of such proceedings. None of the Leased Real Property has suffered any material damage by fire or other casualty which has not heretofore been repaired and restored in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and respects. Neither the Selling Group Company nor any of its Subsidiaries has not received any written notice of any material violation of any building, zoning or claimed violations of such Laws; (iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord subdivision laws with respect to any of the Leased Real Property. (d) The Owned Real Property and no party other than a Subsidiary has occupancy or use of any portion the Leased Real Property comprise all of the Real Property; (vi) immediately following real property owned, leased or occupied by the Closing, no person other than one of the Subsidiaries will have the right to possession Company and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsits Subsidiaries.

Real Property. Section 3.4(a(i) of the Disclosure Schedule 3.1(j) sets forth a true and complete list and legal description of all the Real Property real property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for Assignor (the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such "Real Property"). Such Assignor has, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspectionAssignee will be transferred, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule: (i) each Subsidiary has good and marketable indefeasible title to the Real Property, free and clear of any Encumbrances, except for Liens (other than Permitted Exceptions andLiens). Such Assignor does not lease, as lessee, any real property. Such Assignor has provided to Assignee correct and complete copies of all title insurance policies issued to such Assignor or in such Assignor's possession relating to the date hereof, Permitted Encumbrances;Real Property. (ii) The Real Property of such Assignor constitutes all real property used in connection with such Assignor's Business. Neither the Company nor such Assignor has knowledge that the Real Property, any improvements thereon, or the use by such Assignor thereof, fails to conform to (i) all applicable Laws, including but not limited to zoning requirements and the Americans With Disabilities Act, and (ii) all restrictive covenants, if any. There are no eminent domain proceedings pending, or to such Assignor's knowledge, threatened against the Real Property. The Real Property has adequate ingress or egress to public streets and highways. (iii) The Real Property is connected to and is served by water, solid waste and sewage disposal, drainage, telephone, gas, electricity and other utility equipment facilities and services necessary and sufficient for the operation or use of the Real Property. To such Assignor's knowledge, such facilities and services are adequate for the present use and operation of the Real Property on a fully occupied basis, and are installed and connected pursuant to valid permits and are in material compliance with all governmental regulations. To such Assignor's knowledge, no fact or condition exists which would result in the operation termination or impairment in the furnishing of the Business does not violate in any material respect any instrument of record or agreement affecting utility services to the Real Property; (iii) . With respect to the Real Property is in compliance in all material respects with all applicable buildingprior three sentences, zoning, subdivision and other land use or similar Laws, and the Selling Group such Assignor has not received any written notice of violation or claimed violations of such Laws;to the contrary. (iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate Other than as set forth on Schedule 3.1(j), the Real Property in has not been damaged by fire or other casualty except for such damage which has been fully repaired and restored prior to the manner necessary to conduct the Business by the Seller Group as currently conducted;date of this Agreement. (v) no member Schedule 3.1(j) sets forth a true and complete list of all real property leased by such Assignor, as lessor, and a true and correct copy of the Seller Group is a landlord with respect rent roll relating to any each of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of Assignor's Facilities (the Real Property;"Facility Leases"). (vi) immediately following There has not been (i) any threatened cancellation of any Facility Leases not in the Closingordinary course of such Assignor's Business, (ii) any outstanding disputes, of a material nature, under any Facility Leases or (iii) to such Assignor's knowledge, any bases for any claim of breach or default thereunder. Such Assignor has no person reason to believe that any of the Facility Leases that are renewable will not be renewed by the other party on reasonable terms other than one of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination ordinary course of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelssuch Assignor's Business.

Real Property. (i) Section 3.4(a5(m)(i) of the Disclosure Schedule sets forth a list lists and describes briefly all real property that any of the Company and its Subsidiaries owns. With respect to each such parcel of owned real property: (A) the identified owner has good and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, and other restrictions which do not impair the current use, occupancy, or value, or the marketability of title, of the property subject thereto; (B) there are no pending or threatened condemnation proceedings, lawsuits, or administrative actions relating to the property or other matters affecting materially and adversely the current use, occupancy, or value thereof; (C) the legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, zoning laws, and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), and do not encroach on any easement which may burden the land, and the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and the property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the Buyers complete use thereof have not been obtained; (D) all facilities have received all approvals of governmental authorities (including licenses and correct copies permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (E) there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any party or parties the right of all use or occupancy of any portion of the following materials relating parcel of real property; (F) there are no outstanding options or rights of first refusal to such Real Propertypurchase the parcel of real property, or any portion thereof or interest therein; (G) there are no parties (other than the Company and its Subsidiaries) in possession of the parcel of real property, other than tenants under any leases disclosed in Section 5(m)(ii) of the Disclosure Schedule who are in possession of space to which they are entitled; (H) all facilities located on the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents parcel of real property are supplied with utilities and other documents and agreements affecting title to or services necessary for the operation of such Real Propertyfacilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate in accordance with all applicable laws, ordinances, rules, and regulations and are provided via public roads or via permanent, irrevocable, appurtenant easements benefitting the parcel of real property; surveysand (I) each parcel of real property abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent, irrevocable, appurtenant easement benefitting the parcel of real property, and access to the property is provided by paved public right-of-way with adequate curb cuts available. (ii) Section 5(m)(ii) of the Disclosure Schedule lists and describes briefly all real property: (A) leased or subleased to any of the Company and its Subsidiaries; as-built construction plans; construction contracts and (B) leased or subleased by any of the Company and warranties; appraisals; structural inspectionits subsidiaries to third parties, soils, environmental assessment including Company's franchisees and similar reportsarea developers. Except as set forth on The Company has delivered or made available to Fields correct and complete copies of the leases and the subleases listed in Section 3.4(a5(m)(ii) of the Disclosure Schedule (as amended to date). With respect to each lease and sublease listed in Section 5(m)(ii) of the Disclosure Schedule: (iC) each Subsidiary has good the lease or sublease is legal, valid, binding, enforceable, and marketable title to the Real Property, free in full force and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbranceseffect; (iiD) the use lease or sublease will continue to be legal, valid, binding, enforceable, and operation in full force and effect on identical terms following the consummation of the Real Property transactions contemplated hereby; (E) no party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (F) no party to the lease or sublease has repudiated any provision thereof; (G) there are no disputes, oral agreements, or forbearance programs in effect as to the lease or sublease; (H) with respect to each sublease, the representations and warranties set forth in subsections (A) through (E) above are true and correct with respect to the underlying lease; (I) none of the Company and its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; (J) all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the operation of the Business does not violate thereof and have been operated and maintained in any material respect any instrument of record or agreement affecting the Real Propertyaccordance with applicable laws, rules, and regulations; (iii) the Real Property is in compliance in all material respects facilities leased or subleased thereunder are supplied with all applicable building, zoning, subdivision utilities and other land use or similar Laws, and services necessary for the Selling Group has not received any written notice operation of violation or claimed violations of such Laws; (iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Propertysaid facilities; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.

Real Property. (a) Section 3.4(a4.10(a) of the Disclosure Schedule Schedules sets forth a list and legal description each parcel of all the Real Property real property owned by each Subsidiary. Neither Seller owns any Real Property that is and used in or useful necessary for the Businessconduct of the Business as currently conducted (together with all buildings, fixtures, structures and improvements situated thereon and all easements, rights-of-way and other rights and privileges appurtenant thereto, collectively, the “Owned Real Property”), including with respect to each property, the address location and use. Sellers have Seller has delivered to Buyer copies of the Buyers complete deeds and correct other instruments (as recorded) by which Seller acquired such parcel of Owned Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the following materials relating Seller with respect to such parcel. With respect to each parcel of Owned Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule: (i) each Subsidiary Seller has good and marketable title to the Real Propertyvalid fee simple title, free and clear of any all Encumbrances, except for (A) Permitted Exceptions and, as Encumbrances and (B) those Encumbrances set forth on Section 4.10(a)(i) of the date hereofDisclosure Schedules; (ii) except as set forth in Section 4.10(a)(ii) of the Disclosure Schedules or in any Permitted Encumbrance, Seller has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) to Seller’s Knowledge, there are no unrecorded outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. (b) Section 4.10(b) of the Disclosure Schedules sets forth each parcel of real property leased by Seller and used in or necessary for the conduct of the Business as currently conducted (together with all rights, title and interest of Seller in and to leasehold improvements relating thereto, including security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which Seller holds any Leased Real Property (collectively, the “Leases”). Seller has delivered to Buyer a true and complete copy of each Lease. With respect to each Lease: (i) except as set forth in Section 4.10(b) of the Disclosure Schedules, such Lease is valid, binding, enforceable, and in full force and effect, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, whether considered in a proceeding at law or in equity, and Seller enjoys peaceful and undisturbed possession of the Leased Real Property, subject to Permitted Encumbrances; (ii) To Seller’s Knowledge, Seller is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the use delivery of notice, passage of time or both, would constitute such a breach or default, and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real PropertySeller has paid all rent due and payable under such Lease; (iii) Seller has not received nor given any currently-effective notice of any default or event that with notice or lapse of time, or both, would constitute a default by Seller under any of the Leases and, to the Knowledge of Seller, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto; (iv) Except as set forth in Section 4.10(b)(iv) of the Disclosure Schedules, Seller has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and (v) Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property. (c) Seller holds sufficient title in all easements, licenses, franchises and other interests in real property other than the Owned Real Property and Leased Real Property that are used in or necessary for the conduct of the Business as currently conducted (together with all of Seller’s equipment and fixtures situated thereon and all other rights and privileges appurtenances thereto, collectively, the “Other Real Property Interests”). Section 4.10(c) of the Disclosure Schedules contains a list of all material Other Real Property Interests. With respect to all Other Real Property Interests: (i) Except as provided in Section 4.10(c) of the Disclosure Schedules, the Other Real Property Interests are valid, binding, enforceable, and in full force and effect, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, whether considered in a proceeding at law or in equity, and Seller enjoys peaceful and undisturbed possession of the rights or occupancy conferred by the Other Real Property Interests, subject to Permitted Encumbrances; (ii) To Seller’s Knowledge, Seller is not in breach or default under any agreement evidencing or granting the Other Real Property Interests, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default, and Seller has paid all consideration due and payable with respect to the Other Real Property Interests; (iii) Seller has not received nor given any currently-effective notice of any default or event that with notice or lapse of time, or both, would constitute a default by Seller with respect to any of the Other Real Property Interests and, to the Knowledge of Seller, no other party is in compliance in all material respects with all applicable buildingdefault thereof; and (iv) Seller has not subleased, zoningsublicensed, subdivision and other land assigned or otherwise granted to any Person the right to use or similar Laws, and occupy any of the Selling Group Other Real Property Interests or any portion thereof. (d) Seller has not received any written notice of violation or claimed (i) violations of such Laws; building codes or zoning ordinances or other governmental or regulatory Laws affecting the Real Property, (ivii) existing, pending or threatened condemnation proceedings affecting the applicable Subsidiary of Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which would reasonably be expected to adversely affect the Seller Group has obtained all material Permits required ability to use and operate the Real Property as currently operated and in accordance with Prudent Utility Practices. Neither the whole nor any material portion of any Real Property has been damaged or destroyed by fire or other casualty. (e) The Real Property is sufficient for the continued conduct of the Business immediately after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.

Real Property. Section 3.4(a(a) of the The Disclosure Schedule sets forth a complete list and legal description the location of all the Real Property owned by each SubsidiaryProperty. Neither Seller owns There are no proceedings, claims, or disputes affecting any Real Property that might materially curtail or interfere with the Company’s use of such property. Neither the whole nor any material portion of the Real Property nor any other assets of the Company or any Company Subsidiary is used subject to any governmental decree or useful for the Business. Sellers have delivered order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor has any such condemnation, expropriation or taking been proposed to the Buyers complete and correct copies Company. Neither the Company nor any Company Subsidiary is a party to any lease, assignment or similar arrangement under which the Company or any Company Subsidiary is a lessor, assignor or otherwise makes available for use by any third party any portion of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule: (i) each Subsidiary has good and marketable title to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as other than pursuant to a Lease. (b) Each of the date hereof, Permitted Encumbrances; (ii) the use Company and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property; (iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws; (iv) the applicable each Company Subsidiary of the Seller Group has obtained all material Permits appropriate certificates of occupancy, licenses, easements and rights of way, including proofs of dedication, required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord with respect to any of in which the Real Property is currently being used and operated and where the failure to have any such license would materially interfere with the use of such property. True and correct copies of all such certificates, permits and licenses have heretofore been furnished to Optionee. Each of the Company and each Company Subsidiary has all approvals, permits and licenses (including any and all environmental permits) necessary to own or operate the Real Property as currently owned and operated; and no party other than such approvals, permits or licenses will be required, as a Subsidiary has occupancy or use of any portion result of the Real Property; (vi) immediately Transactions, to be issued after the date hereof in order to permit the Company and the Company Subsidiaries, following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact continue to own or condition which would result in the termination of the current access to or from operate the Real Property to in the same manner as heretofore, other than any presently existing highwayssuch approvals, roads, permits or licenses that are ministerial in nature and rights-of-way on or adjoining are normally issued in due course upon application therefore without further action by the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsapplicant.

Real Property. The Seller owns no real property. Section 3.4(a2(i) of the Disclosure Schedule sets forth a list lists and legal description describes briefly all real property leased or subleased to the Seller. Section 2(i) of all the Real Property owned by each SubsidiaryDisclosure Schedule also identifies the leased or subleased properties for which title insurance policies are to be procured in accordance with Section 4(i) below. Neither The Seller owns any Real Property that is used or useful for the Business. Sellers have has delivered to the Buyers Buyer correct and complete and correct copies of all the leases and subleases listed in of the following materials relating Disclosure Schedule (as amended to such Real Property, date). With respect to the extent in Sellers’ possession or control: title insurance policies each lease and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on sublease listed in Section 3.4(a2(i) of the Disclosure Schedule: (i) the lease or sublease is and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect; (ii) no party to the lease or sublease is in breach or default (or has repudiated any provision thereof), and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iii) there are no disputes, oral agreements, or forbearance programs in effect as to the lease or sublease; (iv) with respect to each Subsidiary sublease, the representations and warranties set forth in subsections (i) through (iii) above are true and correct with respect to the underlying lease; (v) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; (vi) to the Seller's Knowledge, all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (vii) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; and (viii) to the Seller's Knowledge, the owner of the facility leased or subleased has good and marketable title to the Real Propertyparcel of real property, free and clear of any EncumbrancesSecurity Interest, easement, covenant, or other restriction, except for Permitted Exceptions andrecorded easements, as covenants, and other restrictions impair the current use, occupancy, or value, or the marketability of title, of the date hereof, Permitted Encumbrances; (ii) the use and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property; (iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws; (iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelssubject thereto.

Real Property. Section 3.4(a(a) The Company does not own or have any fee ownership interest in any Real Property. (b) To the Knowledge of the Disclosure Schedule sets forth a list and legal description of S&R Parties, all the Real Property owned leased and used by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule: (i) each Subsidiary has good and marketable title to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances; (ii) the use and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property; (iii) the Real Property is in compliance Company conforms in all material respects with applicable Law. The Company enjoys quiet and peaceful possession of all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws; (ivleased properties occupied by it as lessee. Section 3.7(b) the applicable Subsidiary of the Seller Group has obtained Company Disclosure Letter contains a true, complete and correct list of all material Permits required leases pursuant to use and operate which the Company leases any Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord with respect Contributed Business (the “Scheduled Leases”). The Scheduled Leases listed on Section 3.7(b) of the Company Disclosure Letter, other than those Scheduled Leases that have been denoted as an Excluded Contract, are referred to any in this Agreement individually as an “Assigned Lease” and collectively as the “Assigned Leases.” The Real Property leased pursuant to the Scheduled Leases constitutes all of the Real Property and no party other than a Subsidiary that has occupancy been used or use of any portion occupied in connection with the ownership of the Real Property;Contributed Business since December 31, 2012. (vic) immediately following Before the Closing, no person other than one to the extent USAC receives an ESA Report identifying, for any Real Property leased pursuant to an Assigned Lease denoted with a double asterisk (**) on Section 3.7(b) of the Subsidiaries will Company Disclosure Letter (“Leased Property”), (i) any Liability under any Environmental Law applicable to, or reasonably likely to be incurred with respect to such Leased Property, or (ii) the need for investigative or remedial action with respect to such Leased Property, USAC shall have the right right, in its sole discretion, to possession and use require the S&R Parties to amend Section 3.7(b) of the Real Property; (vii) no member of Company Disclosure Letter prior to Closing in order to denote the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Assigned Lease for such Leased Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsan Excluded Contract.

Real Property. Section 3.4(a(a) Subject to the terms of the Disclosure Schedule sets forth a list and legal description Intercreditor Agreement, the Secured Obligations shall also be secured by Mortgages on all Material Real Property. Within 90 days of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used Escrow Release Date (or useful for such longer period as the Business. Sellers have delivered Credit Facility Agent may agree in its sole discretion with respect to the Buyers complete and correct copies of all corresponding requirement under the Credit Agreement), the Collateral Agent shall have received each of the following materials relating to such Real Propertyfollowing, in each case, in form and substance as shall be reasonably satisfactory to the extent in Sellers’ possession or control: title insurance policies Collateral Agent and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Scheduleits legal counsel: (i) counterparts of a Mortgage with respect to each Subsidiary has good and marketable title to the Material Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances; (ii) a title insurance policy for such Mortgaged Property (or marked-up title insurance commitment having the use effect of a title insurance policy) (the “Mortgage Policies”) insuring the Lien of each such Mortgage as a valid second priority Lien on the property described therein, free of any other Liens except as expressly permitted by the Covered Documents, together with such endorsements, coinsurance and operation of reinsurance as the Real Property Collateral Agent may reasonably request and to the extent available in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Propertyeach applicable jurisdiction; (iii) a Survey with respect to each Mortgaged Property, provided, however, that a Survey shall not be required to the Real Property extent that (A) an existing survey together with an “affidavit of no change” satisfactory to the Title Company is in compliance in all material respects with all applicable building, zoning, subdivision delivered to the Collateral Agent and the Title Company and (B) the Title Company removes the standard survey exception and provides reasonable and customary survey-related endorsements and other land use or similar Laws, and coverages in the Selling Group has not received any written notice of violation or claimed violations of such Lawsapplicable Mortgaged Policy; (iv) such existing abstracts, existing appraisals, legal opinions and other documents as the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord Collateral Agent may reasonably request with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real such Mortgaged Property; and (viiiv) with respect to each Material Real Property, signed copies of opinions, addressed to the Collateral Agent and the Trustee, of local counsel for the Grantors in each jurisdiction where a Mortgaged Property is located, regarding the due execution and delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable mortgagor, and such other matters as may be reasonably requested by the Collateral Agent, each in form and substance reasonably satisfactory to the Collateral Agent, provided that such opinions shall be in form and substance substantially similar to the opinions delivered to the Credit Facility Agent. (b) After the Escrow Release Date, promptly after the acquisition of any Material Real Property by any Grantor, if such Material Real Property shall not already be subject to a perfected second priority Lien under the Covered Documents and is assessed required to be, the applicable Grantor shall give notice thereof to the Collateral Agent and promptly thereafter shall cause such Material Real Property to be subjected to a Lien and will take such actions as shall be necessary or reasonably requested by local property assessors the Collateral Agent to grant and perfect or record such Lien, including, as a tax parcel applicable, the actions referred to Section 3.02(a) hereof and shall, within forty-five (45) days after the request therefor by the Collateral Agent (or parcels separate from such longer period as the Credit Facility Agent may agree in its reasonable discretion with respect to the corresponding requirement under the Credit Agreement), deliver to the Collateral Agent signed copies of opinions, addressed to the Collateral Agent and the other Secured Parties regarding the due execution and delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable mortgagor, and such other matters as may be reasonably requested by the Collateral Agent, and each such opinion shall be in form and substance reasonably acceptable to the Collateral Agent, provided that such opinions shall be in form and substance substantially similar to the opinions delivered to the Credit Facility Agent. (c) In the event that any Future Second Lien Indebtedness are incurred following the Escrow Release Date, the Grantors shall promptly notify the Collateral Agent thereof and take all other tax parcelssuch action as may be reasonably required to amend each then existing Mortgage in order to cause such Future Second Lien Indebtedness to be secured equally and ratably with the then-existing Secured Obligations.

Real Property. Section 3.4(a(a) of the Disclosure Schedule sets forth a list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in To Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure ScheduleKnowledge: (i) each Subsidiary has Schedule 3.11 lists all real property owned (beneficially or of record) by the Company (the “Scheduled Owned Real Property”). The Companies have good and marketable title to the Scheduled Owned Real Property. The Scheduled Owned Real Property is not encumbered by Liens other than Permitted Liens. (ii) Schedule 3.11 lists all surface leases (and the lands covered thereby) pursuant to which each Company leases minerals or real property for use in connection with the Companies (all such listed leases collectively, the “Scheduled Leases”, together with the Scheduled Owned Real Property, the “Real Property”). A true and complete copy of each of the Scheduled Leases, as amended to date, has been furnished to Buyer. The Person identified on Schedule 3.11 as the lessee or sublessee under any particular Scheduled Lease owns the leasehold interest created pursuant to such lease free and clear of any Encumbrances, all Liens except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances; (ii) the use and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property;Liens. (iii) (A) other than the Companies, there are no parties in possession of any portion of any Real Property is in compliance in all material respects with all applicable buildingas lessees, zoningsubtenants, subdivision and other land use tenants at sufferance or similar Lawstrespassers, and the Selling Group has not received any written notice of violation or claimed violations of such Laws; (ivB) the applicable Subsidiary of the Seller Group has obtained all material Permits required Companies have full right and authority to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member all of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of improvements located on the Real Property; , subject to applicable Laws and Permitted Liens and (viC) immediately following the Closingthere is no pending or threatened condemnation, no person other than one eminent domain or similar proceeding or special assessment affecting any of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viiiiv) All utilities (including water, sewer or septic, gas, electricity, trash removal and telephone service) are available to the Real Property is assessed by local property assessors in sufficient quantities and quality to adequately serve the Real Property in connection with the operation of the Companies conducted therefrom as a tax parcel such operations are currently conducted thereon. (b) The Sellers have furnished Buyer with true and complete copies of all deeds, leases, title opinions, title insurance policies and surveys that, to Sellers’ Knowledge, are in Sellers’ possession that relate to the Real Property, together with copies of all reports of any engineers, environmental consultants or parcels separate from all other tax parcelsconsultants in Sellers’ possession relating to any of the Real Property.

Real Property. Section 3.4(a(a) of the Disclosure Schedule 3.18 sets forth a correct and complete list and legal description of all real property owned, leased, occupied or used by the Company (collectively, the “Real Property”) and indicates whether such property is owned or leased by the Company. (b) Schedule 3.18 sets forth a correct and complete list of (i) all leases, subleases and other material agreements or rights pursuant to which any Person has the right to occupy or use any Real Property owned by each Subsidiary. Neither Seller owns the Company and (ii) all leases, subleases and other material agreements or rights pursuant to which the Company has the right to occupy or use any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. owned by others. (c) Except as set forth on in Section 3.4(a) of Schedule 3.18, the Disclosure Schedule: (i) each Subsidiary Company has good and marketable and fee simple title to all Real Property purported to be owned by it and good leasehold title to all Real Property purported to be leased by it, in each case free and clear of any Liens, other than Permitted Liens. (d) All buildings and other improvements located on the Real Property (including without limitation all water, sewer, gas, electrical and HVAC systems servicing the same) are in good repair and operating condition and are suitable for the purposes for which they are used. The Real Property constitutes all real property, buildings and other improvements necessary for the Company to conduct its business as currently conducted and as currently planned to be conducted. (e) All buildings and other improvements located on the Real Property, and the use of the Real Property by the Company and all Persons claiming under it, comply with all Governmental Rules relating to zoning and land use and with all easements, covenants and other restrictions applicable to the Real Property, free except where such non-compliance would, individually or in the aggregate, have a Material Adverse Effect. (f) The Real Property: (i) is adequately serviced by all utilities necessary for the Company to conduct its business as currently conducted and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances; currently planned to be conducted thereon; (ii) the use has adequate means of ingress and operation egress, either directly or by means of the Real Property in the operation of the Business does not violate in any material respect any instrument of record perpetual easements or agreement affecting the Real Property; (iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws; (iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining which run with the Real Property; and (viiiiii) has adequate parking that is sufficient to meet the Real Property needs of the Company’s employees and business invitees and to comply with applicable Laws; and (iv) is assessed by local property assessors not located in whole or in part within an area identified as a tax parcel or parcels separate from all other tax parcelsflood hazard area by any Governmental Authority.

Real Property. (a) Section 3.4(a4.11(a) of the such Parent’s Disclosure Schedule Letter sets forth a correct and complete list and legal description of all real property owned in fee by such Contributed Subsidiary (such real property, together with the right, title and interest in all buildings, improvements and fixtures thereon and all other appurtenances thereto, its “Owned Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers Property”). (b) Section 4.11(b) of such Parent’s Disclosure Letter sets forth a correct and complete and correct copies list of all leasehold, subleased and other interests in real property held by such Contributed Subsidiary (including all ground leased property whereby such Contributed Subsidiary leases real property but owns the improvements located thereon; in which case the ownership of the following materials relating to such improvements will be noted in such Parent’s Disclosure Letter) (such real property, its “Leased Real Property” and, together with its Owned Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation its “Real Property”). Section 4.11(b) of such Parent’s Disclosure Letter sets forth a correct and complete list of all leases, subleases and occupancy agreements, together with any amendments thereto (“Real Property Leases”), with respect to all Leased Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on . (c) No Real Property of such Contributed Subsidiary is a Shared Asset. (d) Such Contributed Subsidiary’s Real Property constitutes all interests in Section 3.4(a) of the Disclosure Schedule: real property which are (i) each currently used, occupied or held for use by such Contributed Subsidiary and (ii) sufficient and necessary for such Contributed Subsidiary to continue immediately after the Closing to conduct its Business in a manner substantially similar to the manner currently conducted by it in all material respects. (e) Such Contributed Subsidiary has good and marketable fee title to its Owned Real Property and a valid and enforceable leasehold interest in the Leased Real Property, in each case, free and clear of any Encumbrancesall Liens other than Permitted Liens. (f) With respect to each Real Property Lease of such Contributed Subsidiary, except for Permitted Exceptions and(i) all rents, as deposits and additional rents due pursuant to such Real Property Lease have been paid in full and no security deposit or portion thereof has been applied in respect of the date hereofa breach or default under such Real Property Lease that has not been redeposited in full, Permitted Encumbrances; and (ii) the use and operation of the such Contributed Subsidiary has not received any notice that it is in default under such Real Property in Lease or that the operation owner of such Leased Real Property has made any assignment, mortgage, pledge or hypothecation of such Real Property Lease or the Business does rents or use fees due thereunder. (g) Such Contributed Subsidiary is not violate in the owner or lessor of any material respect Leased Real Property of any instrument other Contributed Subsidiary. Such Contributed Subsidiary has not licensed or otherwise granted to any Person the right to use or occupy any of record or agreement affecting the its Real Property;. (iiih) the Such Contributed Subsidiary’s Real Property is in compliance good operating condition, suitable, sufficient and appropriate in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling for its current use. (i) No member of such Parent’s Group has not received any a written notice of violation any pending condemnation proceedings or claimed violations eminent domain proceedings of such Laws; (iv) the applicable Subsidiary of the Seller Group has obtained all any kind that would have a material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord affect with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion individual Real Property and, to the Knowledge of the such Parent, none are threatened against any such Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.

Real Property. Section 3.4(a(a) of the Disclosure Schedule sets forth III contains a list and legal description of all the Real Property owned subject to the errors described in the HMH Letter. GenWest owns, possesses and will be conveying good, valid and marketable fee title to an undivided seventy-five percent (75%) interest in the Site, free and clear of all Liens other than Permitted Liens. GenWest holds good and valid title to an undivided seventy-five percent (75%) interest in the Easements, free and clear of all Liens other than (i) encumbrances of record or that would be revealed by each Subsidiary. an accurate survey and (ii) Permitted Liens. (b) Neither Seller owns the whole nor any portion of the Real Property that is used subject to any governmental decree or useful for order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to Sellers' Knowledge, has any such condemnation, expropriation or taking been proposed. Except as provided in the Business. Sellers have delivered to the Buyers complete and correct copies agreements listed in Section 3.1.11 Part A of all Sellers' Disclosure Schedule, none of the following materials relating Sellers is a party to such any lease, assignment or similar arrangement under which any of the Sellers is a lessor, assignor or otherwise makes available for use by any third party any portion of the Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) 3.1.11 Part B of Sellers' Disclosure Schedule, none of the Disclosure Schedule: (i) each Subsidiary Sellers has good and marketable title received any notice of, or other writing referring to, any requirements or recommendations by any insurance company that has issued a policy covering any part of the Real Property or by any board of fire underwriters or other body exercising similar functions, requiring or recommending any repairs or work to be done on any part of the Real Property, free which repair or work has not been completed and clear accepted. Sellers have not consented to the lease of, or creation of any EncumbrancesLien on, any of the Project by SNWA, except for Permitted Exceptions and, as described in clause (v) of the date hereof, definition of Permitted Encumbrances;Liens. (iic) the use and operation Except as set forth in Section 3.1.11 Part C of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property; (iii) the Real Property is in compliance in all material respects with all applicable buildingSellers' Disclosure Schedule, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws; (iv) the applicable Subsidiary of the Seller Group has Sellers have obtained all material Permits real estate licenses, easements and rights of way, including proofs of dedication, required to use and operate the Real Property in the manner necessary to conduct in which the Business by Real Property is currently being used and required for the Seller Group as currently conducted;ownership, construction, operation and maintenance of the Facility. (vd) To Sellers' Knowledge, there is no member action, proceeding or litigation pending or threatened (i) to modify the zoning of, or other governmental rules or restrictions applicable to, the Real Property or the use or development thereof, or (ii) for any street widening or changes in highway or traffic lanes or patterns in the immediate vicinity of the Seller Group Real Property, in each case, except for such actions, proceedings or litigations which, individually or in the aggregate, could not be reasonably likely to have a Material Adverse Effect. (e) The parcels constituting the Site are assessed separately from all other adjacent property not constituting the Site for purposes of real property taxes assessed to, or paid by, GenWest. Except as set forth in Section 3.1.11 Part D of Sellers' Disclosure Schedule, to Sellers' Knowledge, the Site complies with all applicable subdivision, zoning, land parcelization and local governmental taxation or separate assessment requirements. (f) Other than Permitted Liens and as set forth in Section 3.1.11 Part E of Sellers' Disclosure Schedule, there are no commitments to or agreements by Sellers with any Governmental Authority affecting the use or ownership of the Real Property and to Sellers' Knowledge, there are no commitments to or agreements with any Governmental Authority by any other party affecting the use or ownership of the Real Property. (g) Except as set forth in Section 3.1.11 Part F of Sellers' Disclosure Schedule, none of the Sellers is a landlord with respect party to any agreement for the sale, exchange, encumbrance, lease or transfer of any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;same. (vih) immediately following the ClosingExcept as set forth in Section 3.1.11 Part G of Sellers' Disclosure Schedule, no person other than one of the Subsidiaries will have the right to possession Sellers are in compliance with all applicable conditions, covenants and use of restrictions that encumber the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.

Real Property. Section 3.4(a(a) Except as set forth on Schedule 2.17(a), the Company or a Subsidiary owns fee simple absolute title to all owned real properties used in the conduct and operation of its respective business as set forth on Schedule 2.17(a) (the Disclosure "Owned Real Estate"), and, to the Company's knowledge, the Company or a Subsidiary has a valid leasehold interest in all other real properties used in the conduct and operation of its business as set forth on Schedule sets forth 2.17(a) (the "Leased Real Estate" and together with the Owned Real Estate, the "Real Estate"). Schedule 2.17(a) contains a true, correct and complete list and legal description of all the Real Property owned by each Estate, including the name of the owner of record of the Owned Real Estate and the name of the lessee of the Leased Real Estate, an accurate street address, a brief description of the use of such Real Estate and the lease, sublease or other agreement for all Leased Real Estate. It is understood that certain of the Owned Real Estate may be in the name of former subsidiaries of the Company that no longer exist or may otherwise be in the name of a Person which is not the Company or a Subsidiary. Neither Seller owns Purchaser acknowledges and agrees that so long as any such Owned Real Estate is transferred to the Company or any of its Subsidiaries prior to the Closing (unless such Owned Real Estate is otherwise designated as an Excluded Asset, in which case such transfer shall not be required), the ownership of such Real Estate by a Person other than the Company or any of its Subsidiaries shall not constitute a breach of the representations and warranties set forth in this Section 2.17. (b) To the Company's knowledge, except as set forth on Schedule 2.17(b), all material components of all improvements included within any Real Property Estate (collectively, the "Improvements", which term with respect to Leased Real Estate, shall specifically exclude any portion of any improvement that is used or useful for the Business. Sellers have delivered not leased to the Buyers complete Company or its Subsidiaries), including, without limitation, the roofs and correct copies structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein are adequate to conduct the business of the Company and its Subsidiaries as currently conducted. (c) Except as set forth on Schedule 2.17(c), all material Permits required to have been issued to the Company or any of its Subsidiaries to enable any Real Estate to be lawfully occupied and used for all of the following materials relating to such Real Property, to the extent purposes for which they are currently occupied and used have been lawfully issued and are in Sellers’ possession or control: title insurance policies full force and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reportseffect. Except as set forth on Schedule 2.17(c), neither the Company nor any of its Subsidiaries has received any written notice of any pending, threatened or contemplated condemnation proceeding affecting any Real Estate or any part thereof or any proposed termination or impairment of any parking at any such owned or leased real property or of any sale or other disposition of any such Real Estate or any part thereof in Section 3.4(alieu of condemnation. (d) of the Disclosure Schedule:Except as set forth on Schedule 2.17(d): (i) each Subsidiary has good and marketable title to the Company's knowledge, no Improvement fails to conform in any material respect with applicable ordinances, regulations, zoning laws and restrictive covenants nor encroaches upon real property of others, nor is any such Real Property, free and clear Estate encroached upon by structures of others in any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrancescase in any manner that would have or would be reasonably likely to have a Material Adverse Effect; (ii) to the use and operation Company's knowledge, no charges or violations have been received by, made or threatened against the Company or any of its Subsidiaries, against or relating to any such Real Estate or Improvements or any of the operations conducted at any Real Property in Estate, as a result of any violation or alleged violation of any applicable ordinances, requirements, regulations, zoning laws or restrictive covenants or as a result of any encroachment on the operation property of others, where the Business does not violate in any material respect any instrument effect of record same would have or agreement affecting the Real Propertywould be reasonably likely to have a Material Adverse Effect; (iii) other than pursuant to applicable laws, rules, regulations or ordinances, or pursuant to any leases or subleases of Leased Real Estate, or pursuant to any mortgages, deeds of trust or other security instruments listed on Schedule 2.17(d) affecting any Real Estate, covenants that run with the land or provisions in any agreement listed on Schedule 2.17(d), to the Company's knowledge, there exists no restriction on the use, transfer or mortgaging of any Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such LawsEstate; (iv) to the applicable Subsidiary Company's knowledge, the Company and each of its Subsidiaries have adequate permanent rights of ingress to and egress from any such property used by it for the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;operations conducted thereon; and (v) no member to the knowledge of the Seller Group is a landlord with respect Company, except as may otherwise be provided in Schedule 2.17(d), there are no developments specifically related to any of the Real Property and no party other than a Subsidiary has occupancy Estate or use of any portion interests of the Real Property; (vi) immediately following Company or its Subsidiaries therein, or the Closinguse or operation thereof, no person other than one of the Subsidiaries will pending or threatened that might reasonably be expected to have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsMaterial Adverse Effect.

Real Property. Section 3.4(a5.11.1. SCHEDULE 5.11.1 contains a brief description of (a) each parcel of real property owned by an Acquired Company (the Disclosure Schedule sets forth a list and "Owned Real Property") (showing the record title holder, legal description and the street address commonly used when describing the Owned Real Property and such other information as is contained thereon) and (b) each option held by an Acquired Company to acquire any real property. Except as set forth in SCHEDULE 5.11.1, each Acquired Company has title in fee simple to all Owned Real Property held of record by such Acquired Company and to all buildings, structures and other improvements thereon, in each case free and clear of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful Encumbrances, except for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reportsPermitted Encumbrances. Except as set forth on SCHEDULE 5.11.1, each Acquired Company has fulfilled and performed all its obligations in Section 3.4(a) of the Disclosure Schedule: (i) each Subsidiary has good all material respects, and marketable title to the all obligations binding upon any Owned Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as under each of the date hereof, Permitted Encumbrances; (ii) the use and operation of the Real Property in the operation of the Business does not violate in Encumbrances to which any material respect any instrument of record or agreement affecting the Real Property; (iii) the Owned Real Property is subject, and no Acquired Company is in breach or default under, or in violation of or noncompliance with, any such Encumbrances where such breach, default, violation or non-compliance would materially impair the marketability of or materially detract from the value of or materially impair the existing or substantially similar use of, the Owned Real Property affected thereby, and to the Knowledge of Seller, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a breach, default, violation or noncompliance. Except as set forth on SCHEDULE 5.11.1, each Owned Real Property has received all material Governmental Authorizations required in connection with the operation thereof and has been operated and maintained in all material respects in accordance with all applicable buildingLegal Requirements and, zoningto the Knowledge of Seller, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws; (iv) the applicable Subsidiary all Zoning Legal Requirements. The consummation of the Seller Group has obtained all Contemplated Transactions will not result in any material Permits required breach or material violation of, material default under or noncompliance with, or any forfeiture or impairment of any material rights under, any Encumbrance to use and operate the which any Owned Real Property in is subject, or require any consent, approval or act of, or the manner necessary making of any filing with, any Person party to conduct or benefited by or possessing the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord power or authority to exercise rights or remedies under or with respect to any such Encumbrance. To the Knowledge of Seller, all public utilities currently utilized at each Owned Real Property give adequate service to the Owned Real Property, and, except as set forth in SCHEDULE 5.11.1, the Owned Real Property has unlimited access to and from publicly dedicated streets, the responsibility for maintenance of which has been accepted by the appropriate Governmental Body. Complete and correct copies of the following documents, to the extent in Seller's or any Acquired Company's possession, have heretofore been delivered by Seller to Buyer: deeds, instruments evidencing Encumbrances, commitments for the issuance of title insurance, title opinions, surveys, appraisals, and policies of title insurance currently in force. 5.11.2. SCHEDULE 5.11.2 sets forth a list and brief description of each lease or similar agreement (showing the parties thereto, and the location and the legal description (if a legal description was referenced as an exhibit to the respective lease or in any leasehold policy of title insurance) of the real property covered by, and the space occupied under, such lease or other agreement and such other information as is contained thereon) under which (a) an Acquired Company is lessee or sublessee of, or holds, uses or operates, any real property owned by any third Person (the "Leased Real Property and no party other than a Subsidiary has occupancy Property") or use (b) an Acquired Company is lessor of any portion of the Owned Real Property; (vi) immediately following the Closing. Except as set forth in SCHEDULE 5.11.2, no person other than one of the Subsidiaries will have each Acquired Company has the right to possession and use quiet enjoyment of all the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Leased Real Property to described in such Schedule for the full term of each such lease or similar agreement (and any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viiirenewal option) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.relating thereto so long as

Real Property. Section 3.4(a) of the Disclosure Schedule SCHEDULE 3.7 sets forth a list and legal summary description of (i) all of the real property which is used in the Business of TBS, including without limitation, all AGREEMENT AND PLAN OF REORGANIZATION PAGE 14 land, buildings and other structures and improvements and fixtures located on such land (collectively, the "Real Property"), and a description of each parcel of such land, and (ii) all leases, subleases or other agreements which allow the use or occupancy of the Real Property, or any portion thereof, or which give or grant any rights therein (collectively, the "Real Property Leases"). All of the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete Leases, true and correct copies of which (including all amendments or extensions thereto) have been delivered to MCSC, are in effect, and TBS is not in default under or with respect to any provision thereof and TBS has not received or sent any notice of any default under or with respect to any provision thereof, and no other party to any thereof is in default under or with respect to any provision thereof. Other than the following materials relating landlord's consent to such assignment required under the Real Property Leases, there are no approvals or consents of any persons or entities which are required in order to assign any Real Property Leases. The Real Property, to or the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation use thereof, does not violate the material provisions of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except any applicable Environmental Laws (as set forth on defined in Section 3.4(a) of the Disclosure Schedule: (i) each Subsidiary has good 3.11(c)(iv), or any trade, criminal, building code, fire, health or safety or other governmental ordinances, orders or regulations and marketable title TBS is in material compliance with all applicable laws, regulations, ordinances, orders, rules and restrictions relating to the Real Property, free . All structures and clear of improvements located on the Real Property are in workable and useable condition and repair (excepting ordinary wear and tear) and are suitable for the uses for which they were intended and are used. The operations conducted on any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances; (ii) the use and operation of the Real Property Property, whether now or in the operation of the Business does past, do not violate in the rights of any material Person (as defined below) with respect any instrument of record to such property or agreement affecting the Real Property; (iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws; (iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord with respect to any of other property. Neither TBS nor the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will Stockholders have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of and have not received any fact notice in regard to the foregoing and is not aware of any state of facts or condition which situation which, with notice or the passage of time or otherwise, would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as constitute such a tax parcel or parcels separate from all other tax parcelsviolation.

Real Property. Section 3.4(a(a) of the The Company Disclosure Schedule sets forth a list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule: (i) each Subsidiary has good and marketable title to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions andcontains, as of the date hereof, (i) a list of all material real property and interests in real property owned in fee by the Company or any of its Subsidiaries (the “Owned Real Property”), and (ii) a list of all material real property and interests in real property leased by the Company or any of its Subsidiaries or in which the Company has any rights (the “Leased Real Property” and together with the Owned Real Property, the “Real Property”). The Real Property listed on the Company Disclosure Schedule includes all interests in real property used in or necessary for the conduct of the businesses and operations of the Company and its Subsidiaries as currently conducted. (b) With respect to each parcel of Owned Real Property: (i) The Company or one of its Subsidiaries has valid title to each such parcel of Owned Real Property free and clear of all Liens, except Permitted Encumbrances;Liens. (ii) To the knowledge of the Company, all buildings, structures and facilities located on, and improvements to, such parcel of Owned Real Property do not encroach on any easement, right of way or other encumbrance which burdens any portion of the Owned Real Property and no structures, facilities or other improvements on any parcel adjacent to the Owned Real Property encroach onto any portion of the Owned Real Property other than any encroachments that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (iii) There are no outstanding options or rights of first refusal to purchase any Owned Real Property. (c) With respect to Leased Real Property, the Company has made available to Parent a true and complete copy of each real property lease pursuant to which the Company or any Subsidiary of the Company is a party or by which any of them is bound (each, a “Lease”). The Company or one of its Subsidiaries has peaceful, undisturbed and exclusive possession of the Leased Real Property, except where the failure to have such possession, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (d) The uses for which the buildings, facilities and other improvements located on the Real Property are zoned do not restrict or impair in any material respect the use and operation of the Real Property for purposes of the business conducted by the Company and its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity or other Person that the Real Property does not comply with all applicable building and zoning codes, deed restrictions, ordinances and rules, except for any non-compliance that, individually or in the operation aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (e) No Governmental Entity having the power of eminent domain over the Business does not violate in Real Property has provided written notice to the Company that it intends to exercise the power of eminent domain or a similar power with respect to all or any material respect any instrument part of record or agreement affecting the Real Property;. (iiif) the The Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and suitable condition for the Selling Group has not received any written notice of violation or claimed violations of such Laws; (iv) the applicable Subsidiary businesses of the Seller Group has obtained all material Permits required to use Company and operate the Real Property in the manner necessary to conduct the Business by the Seller Group its Subsidiaries as currently conducted; (v) no member of the Seller Group is a landlord with respect , except where any failure to any of the Real Property and no party other than a Subsidiary has occupancy be in suitable condition, individually or use of any portion of the Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access aggregate, would not reasonably be expected to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as have a tax parcel or parcels separate from all other tax parcelsCompany Material Adverse Effect.

Real Property. Section 3.4(a(a) of the Disclosure Schedule 4.10 sets forth a complete and accurate list and legal description descriptions of all the Real Property owned by each SubsidiaryProperty. Neither Seller owns Member is not a party to any Real Property that is used contract, lease or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule: (i) each Subsidiary has good and marketable title to agreement regarding the Real Property, other than the Contracts, the Reserved Easements, the Conservation Easements and this Agreement. (b) The Real Property has free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances;unimpeded vehicular and pedestrian access to a dedicated public way via a dedicated public way or Appurtenant Easements. (iic) All electric, communications, telephone, irrigation and drainage facilities and all other utilities required by law or for the present use and operation of the Real Property in (“Utilities Facilities”) are: (i) installed to the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property; (iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws; (iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord with respect to any boundary lines of the Real Property and no party the buildings and, in the case of irrigation and drainage facilities, are installed in or connected to the vineyards situated thereon, (ii) connected and operating pursuant to valid Authorizations, (iii) adequate to service the Real Property and to permit compliance with all Property Laws and the present usage of the Real Property by the Business, and (iv) are connected to the Real Property by means of one or more Appurtenant Easements. To the Knowledge of Member, neither the Real Property (including the Improvements) nor the Utilities Facilities encroach on the property of others or rely on any facilities located on other property not subject to Appurtenant Easements. To the Knowledge of Member, all of the Utilities Facilities not located on the Real Property are situate within and comply at all times with the provisions of the Appurtenant Easements. (d) All Improvements are (i) in good working order and repair (ordinary wear and tear excepted) and (ii) suitable for the use presently being made of such Improvements by the Business. (e) Member has not committed or obligated itself in any manner whatsoever to sell, transfer or lease any Real Property to any Person, or otherwise encumber any Real Property, other than a Subsidiary as contemplated by this Agreement. (f) Member has occupancy not caused any work or use improvements to be performed upon or made to the Real Property for which there remains outstanding any material payment obligation that could result in the imposition of any portion Lien on the Real Property. (g) There are no eminent domain, condemnation or similar proceedings pending or, to Member’s Knowledge, threatened in writing against the Real Property which might materially detract from the value, materially interfere with any present or intended use or materially adversely affect the marketability of the Real Property;. (vih) immediately following The Real Property, and its continued use and operation in the Closingsame manner as on the JV Date, no person other than one does not constitute a nonconforming use under any Property Law. (i) Member has not received notice of any pending or proposed change in the Subsidiaries will have the right to possession and zoning or any special use permit of the Real Property or any proposal for a new special assessment district including the Real Property; (vii) no member . To Member’s Knowledge, the transfer of the Seller Group has any knowledge ownership of any fact or condition which would result in the termination of the current access to or from the Real Property to the Company will not result in a change of the zoning or any presently existing highways, roads, and rights-of-way on or adjoining special use permit applicable to the Real Property; andProperty or require any alterations or improvements to the Real Property in order to maintain compliance with any zoning requirement or any special use permit. (viiij) To Member’s Knowledge, no part of the Real Property is assessed by local property assessors situated in a “Special Flood Hazard Area,” as set forth on a tax parcel Federal Emergency Management Agency Flood Insurance Rate Map or parcels separate from all other tax parcelsFlood Hazard Boundary Map. (k) Notwithstanding anything to the contrary in this Section 4.10, Member makes no representation as to any matter relating to the title to, encumbrances upon or restrictions upon the use and occupancy of, the Real Property to the extent that such matter is affirmatively insured under the title insurance policy referred to in Section 4.8.

Real Property. Section 3.4(a(a) Schedule 3.15(a) lists and describes briefly all real property that the Company owns. With respect to each such parcel of the Disclosure Schedule sets forth a list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedulereal property: (i) each Subsidiary the identified owner has good and marketable title to the Real Propertyparcel of real property, free and clear of any EncumbrancesSecurity Interest, easement, covenant, or other restriction, except for Permitted Exceptions andinstallments of special assessments not yet delinquent and recorded easements, as covenants, and other restrictions which do not impair the current use, occupancy, or value, or the marketability of title (indefeasible title in Texas), of the date hereofproperty subject thereto; (ii) there are no pending or threatened condemnation proceedings, Permitted Encumbranceslawsuits, or administrative actions relating to the property or other matters affecting materially and adversely the current use, occupancy, or value thereof; (iii) the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, zoning laws, and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), and do not encroach on any easement which may burden the land, and the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and the property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (iv) all facilities have received all approvals of governmental authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (v) there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the parcel of real property; (vi) there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein; (vii) there are no parties (other than the Company) in possession of the parcel of real property, other than tenants under any leases disclosed in Schedule 3.15 (a) who are in possession of space to which they are entitled; and (viii) all facilities located on the parcel of real property are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate in accordance with all applicable laws, ordinances, rules, and regulations and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting the parcel of real property. (b) Schedule 3.15(b) lists and describes briefly all real property leased or subleased to the Company. The Company has delivered to the Parent correct and complete copies of the leases and subleases listed in Schedule 3.15(b). With respect to each lease and sublease listed in Schedule 3.15(b): (i) the lease or sublease is legal, valid, binding, enforceable, and in full force and effect; (ii) the use lease or sublease will continue to be legal, valid, binding, enforceable, and operation in full force and effect on identical terms following the consummation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Propertytransactions contemplated hereby; (iii) no party to the Real Property lease or sublease is in compliance in all material respects with all applicable building, zoning, subdivision and other land use breach or similar Lawsdefault, and the Selling Group no event has not received any written occurred which, with notice or lapse of violation time, would constitute a breach or claimed violations of such Lawsdefault or permit termination, modification, or acceleration thereunder; (iv) no party to the applicable Subsidiary of the Seller Group lease or sublease has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conductedrepudiated any provision thereof; (v) there are no member of disputes, oral agreements, or forbearance programs in effect as to the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy lease or use of any portion of the Real Propertysublease; (vi) immediately following The Company has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Propertyleasehold or subleasehold; (vii) no member all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the Seller Group has any knowledge of any fact or condition which would result operation thereof and have been operated and maintained in the termination of the current access to or from the Real Property to any presently existing highwaysaccordance with applicable laws, roadsrules, and rights-of-way on or adjoining the Real Propertyregulations; and (viii) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsoperation of said facilities.

Real Property. Section 3.4(a(a) of the Disclosure Schedule 5.13 sets forth a list and legal description of all real property owned, ------------- leased, occupied or used by the Subsidiary (the "Real Property"). All title documents, leases and subleases pursuant to which any of the Real Property owned is owned, occupied or used are set forth on Schedule 5.13 and such titles, leases and subleases are valid, subsisting, binding and enforceable against the LLC or the Subsidiary, as applicable, in accordance with their respective terms, and there are no existing breaches of a material provision thereof or defaults thereunder by each the LLC or the Subsidiary, as applicable, or to the Knowledge of the LLC any other parties thereto, or events that with notice or lapse of time or both would constitute defaults thereunder by the LLC or the Subsidiary, as applicable, and no party under any such contract, lease or sublease has given or received a written notice of termination thereunder. (b) All Real Property is appropriately zoned under the applicable zoning ordinances of the city, county and state in which such the Real Property is located for current use and its intended use. Neither Seller owns To the Knowledge of the LLC, there are no proceedings pending or threatened that could or would cause the change, redefinition, or other modification of the zoning classification, or of other legal requirements applicable to the Real Property or any part thereof, or any property adjacent to the Real Property, or any moratorium that could or would in any way impair the use of the Real Property for the operation of apartment complexes. (c) All Real Property that has been constructed, is occupied or has been made available for occupancy is and has been used or useful and operated in compliance in all material respects with the zoning, building, health, toxic and hazardous waste, environmental and other laws, codes, ordinances, regulations, orders and requirements of any Governmental Authority having jurisdiction thereof; and all certificates, licenses, permits, authorizations, consents and approvals required by any such Governmental Authority for the Business. Sellers continued use, occupancy and operation of the Real Property have delivered been obtained, except for those the failure to obtain would not have a Material Adverse Effect on the LLC or the Subsidiary. (d) All improvements located on the Real Property are in good working order and repair (ordinary wear and tear excepted), free from patent defects and have been completed in all material respects in accordance with all applicable zoning, building, fire, health, pollution, subdivision, environmental protection, waste disposal and other governmental laws, ordinances, codes and regulations. (e) All work done or materials furnished by or on behalf of the Subsidiary for construction of or repairs to the Buyers complete improvements located on the Real Property have been paid for in full and correct copies of all there are no claims, existing or otherwise, or rights to claims for, mechanics', materialmen's or vendors liens with respect to any of the following materials relating to such Real Property. (f) No tenant has paid rent in advance for more than a month and, except as presented in the Rent Roll, no party has any right to rent-free occupancy or rent reductions or concessions. No tenant is in default under their lease (as to rent or otherwise), except for such defaults which would not individually or in the extent aggregate have a Material Adverse Effect on the Subsidiary. Each lease is in Sellers’ full force and effect, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally, and the application of equitable principles (whether considered in a proceeding at law or in equity. The landlord under the leases is not required to render any services to any tenant except as specifically provided in the leases. There are no parties in possession of the Real Property or control: title insurance policies entitled to possession thereof other than the Subsidiary and commitments; deeds; encumbrance tenants under the leases listed on Schedule 5.13. (g) Neither the LLC nor the Subsidiary has received any notice or has Knowledge of any pending or threatened condemnation or eminent domain proceedings which would affect any of the Real Property. (h) The Real Property has adequate legal access to public roads and easement documents all buildings and other documents and agreements affecting title to or for operation improvements are located entirely within the boundary lines of such the Real Property; surveys; as-built construction plans; construction contracts . There are no encroachments on the Real Property and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) no portion of the Disclosure Schedule:Real Property is located within any Special Flood Hazard Area designated by the U.S. Department of Housing and Urban Development, or in any area similarly designated by any other Governmental Authority having jurisdiction thereof. (i) each To the Knowledge of the LLC, there are no unpaid special assessments affecting the Real Property and notice has not been received of any special improvements to be made for the benefit of any of the Real Property or requiring the construction of or repairs to any public rights of way contiguous to any of the Real Property. (j) To the Knowledge of the LLC, (i) there are no "hazardous substances" (as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. (S)(S)9601 et seq., as amended) at the Real Property; (ii) there has been no release or threat of release of any such hazardous substance; (iii) the Real Property is not subject to regulation by any Governmental Authority as a result of the presence of (A) stored, leaked or spilled petroleum products, (B) underground storage tanks, (C) an accumulation of rubbish, debris or other solid waste, or because of the presence, release, threat of release, discharge, storage, treatment, generation or disposal of any "hazardous waste" (as defined in the Resource Conservation and Recovery Act, 42 U.S.C. (S)6901 et. seq., as amended), or "toxic substance" (as defined in the Toxic Substance Control Act, 15 U.S.C. (S)2601 et seq., as amended), including without limitation asbestos and items or equipment containing polychlorinated biphenyls (PCBs) in excess of 50 parts per million; (iv) no environmental conditions exist on the Real Property that either (X) requires the owner to report such condition to any authority or agency of the states in which the Real Property is located or (Y) requires the owner of the Real Property to make a notation of such condition in any public records or conveyancing instrument upon the conveyance of the Real Property; and (v) no condition exists that is or may be characterized by any Governmental Authority as an actual or potential danger to the environment or public health. (k) To the Knowledge of the LLC, there are no material patent or latent defects in the Real Property or any part thereof. (l) The Subsidiary has good and marketable owns fee simple title to the its respective Real Property, free and clear of any Encumbrancesall Liens, except for Permitted Exceptions and, Liens and free and clear of encumbrances and other matters of title except as of the date hereof, Permitted Encumbrances;shown on Schedule 5.13(1). ---------------- (iim) the use and operation There are no pending litigation actions, suits, proceedings or claims with respect to any aspect of the Real Property in nor, to the operation Knowledge of the Business does not violate in LLC, have any material respect any instrument of record such actions, suits, proceedings or agreement affecting the Real Property;claims been threatened or asserted. (iiin) All utilities (including, without limitation, water, storm and sanitary sewer, gas, electricity and telephone) are available on the Real Property is through private easements or dedicated public easements in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws; (iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required capacities sufficient to use serve and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord with respect to any of each project. Private drives located upon the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will appurtenant easements have the right been completed and connect to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, public roads, and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.

Real Property. (a) The Real Property collectively constitutes all real property held or used by the Company Group to conduct, operate or manage the Business. Section 3.4(a4.11(a) of the Sellers Disclosure Schedule sets forth a list correctly lists and legal description of correctly describes all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of correctly lists all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Facilities. (b) Except as set forth on in Section 3.4(a4.11(b) of the Sellers Disclosure Schedule:, the Real Property and its use, occupancy and operation comply with applicable Law in all material respects. None of the Company Group has received any written notice to the contrary from any Governmental Entity. No Proceeding that could have an adverse effect on any Real Property is pending or, to the Knowledge of Sellers, threatened. (c) Except as set forth on Section 4.11(c) of the Sellers Disclosure Schedule: (i) each Subsidiary no Person other than the Company Group and the applicable Landlord with respect to the Leased Real Property has good and marketable title or has asserted any rights in, or to acquire, the Real Property or any part thereof; (ii) there is no pending or, to the Knowledge of Sellers, threatened proceeding to condemn, take by eminent domain or downzone of any part of the Real Property, free ; and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances; (ii) the use and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property; (iii) the Real Property is available for use to conduct the Business and complies in all material respects with all applicable deed restrictions or other applicable restrictions, building or zoning codes and regulations of any Governmental Entity having jurisdiction over the Real Property. (d) All Improvements located on any Real Property are in good working order and condition without material defect or deficiency, subject to ordinary wear and tear. To the extent that any Real Property Lease obligates any of the Company Group to maintain any Improvements, the Company Group is in compliance with such obligation in all material respects. (e) To the extent that applicable Law requires any of the Company Group to maintain flood, earthquake and any other type of insurance on any Real Property, the Company Group is in compliance in all material respects with such requirement. Except as set forth on Section 4.11(e) of the Sellers Disclosure Schedule, no Real Property is located in a flood plain or is susceptible to flooding in such a way as to interfere with operation of such Real Property. (f) Sellers have delivered to Buyer true, correct and complete copies of all Real Property Leases, which are valid, unmodified, in full force and effect subject to applicable building, zoning, subdivision and other land use or similar LawsEnforceability Limitations, and the Selling entire agreement between the applicable Company Group and the applicable Landlord or owner. The Company Group is not, nor is presently alleged to be, in default under any Real Property Lease. To the Knowledge of Sellers (i) no Landlord or owner is in default under any Real Property Lease and (ii) no event exists that is, or with notice or lapse of time would constitute, a default under any Real Property Lease. No Landlord or owner under a Real Property Lease has not received any written given notice of violation any repairs, upgrades or claimed violations remodeling that any of such Laws; the Company Group must perform as tenant. Section 4.11(a) of the Sellers Disclosure Schedule correctly describes for all Real Property Leases: (i) rent payable; (ii) pending rent reset proceedings or disputes; (iii) current termination date; (iv) the applicable Subsidiary pending lease or contract renewals; and (v) pending disputes and audits regarding escalations, pass-throughs, common area maintenance and utilities charges. No sublease exists under any Real Property Lease, except as set forth on Section 4.11(a) of the Seller Sellers Disclosure Schedule. (g) Except as set forth on Section 4.11(g) of the Sellers Disclosure Schedule, the Company Group has obtained holds good, valid and marketable fee title to all material Permits required Owned Real Property, and good and valid leasehold and usage title to use all Leased Real Property, in each case free and operate clear of any Encumbrances except Permitted Encumbrances. No Real Property that is owned by the Company Group and, to the Knowledge of Sellers, no Leased Real Property, is presently being marketed for sale, or is under contract to be sold. Also, no Owned Real Property is subject to any expropriation measures by any Governmental Entity. (h) None of the Company Group is a party to any Material Contract affecting any Real Property, but not listed on Section 4.15(a) of the Sellers Disclosure Schedule. (i) Section 4.11(i) of the Sellers Disclosure Schedule identifies all pending real estate tax protest Proceedings known to the Company Group relating to any Real Property. None of the Company Group is delinquent in payment of any real estate taxes or assessments, utility charges, common area maintenance charges, or other charges relating to or arising from any Real Property. (j) Except as set forth on Section 4.11(j) of the Sellers Disclosure Schedule, Sellers have delivered to Buyer true, correct and complete copies of all surveys of the Real Property in Sellers’ possession or reasonably available to Sellers, and there has not been any material change in the manner necessary to conduct the Business by the Seller Group as currently conducted;facts each such survey depicts. (vk) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viii) the The Real Property is assessed by local property assessors as a (for real estate tax parcel or parcels separate purposes) separately from all other tax parcelsproperty that is not owned by the Company Group. Taxes for the Real Property do not reflect or take into account any abatement, exemption, deferral, or other benefit not expressly identified and disclosed in Section 4.11(k) of the Sellers Disclosure Schedule. (l) Except as set forth on Section 4.11(l) of the Sellers Disclosure Schedule, the Company Group holds a Title Policy for each parcel of Real Property. Sellers have delivered to Buyer a true, correct and complete copy of all such Title Policies. All such Title Policies are in full force and effect subject to applicable Enforceability Limitations. None of the Company Group has made any claim under any Title Policy. None of the Company Group has received any notice that any Title Policy is invalid or ineffective, in whole or in part. Except as set forth on Section 4.11(l) of the Sellers Disclosure Schedule, to the Knowledge of Sellers, there is no Encumbrance that any Title Policy should have disclosed but did not. Except as set forth on Section 4.11(l) of the Sellers Disclosure Schedule, since the date of each Title Policy, none of the Company Group has encumbered or conveyed any Real Property, except Permitted Encumbrances and immaterial utility easements and similar Title Exceptions (not materially impairing value) entered into in the ordinary course of business. (m) The Real Property is adequately served by electrical, gas, storm sewer, sanitary sewer, water, internet, telecommunications and other utilities as necessary or appropriate to operate in a manner consistent with past practice. All charges for such utilities have been paid prior to the date they would become past due in accordance with the applicable payment terms.

Real Property. Section 3.4(a(a) of the Disclosure Schedule 4.15(a) sets forth a complete list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule: (i) all real property and interests in real property, including improvements thereon and easements appurtenant thereto owned in fee by any Target Company (collectively, the “Company Owned Properties”), (ii) all real property and interests in real property leased by any Target Company (collectively, the “Company Leased Properties” and, together with the Company Owned Properties, the “Company Real Properties”) as lessee or lessor, together with a list of all leases, lease guarantees, agreements and documents related thereto, including all amendments, terminations and modifications thereof (collectively, the “Company Real Property Leases”), and including the name of the lessor or lessee, the date of the lease, and a description the current annual rent and term under each Subsidiary has Company Real Property Lease. The Target Companies have good and marketable fee title to the Real Propertyall Company Owned Properties, free and clear of all Liens of any Encumbrancesnature whatsoever, except for Permitted Exceptions andLiens. The Company Real Properties constitute all interests in real property currently used, as occupied or currently held for use in connection with the business of the date hereofTarget Companies and which are necessary for the continued operation of the business of the Target Companies as the business is currently conducted. All of the Company Real Properties and buildings, Permitted Encumbrances; fixtures and improvements thereon (i) are in good operating condition without structural defects, and all mechanical and other systems located thereon are in good operating condition, and no condition exists requiring material repairs, alterations or corrections and (ii) are suitable, sufficient and appropriate in all respects for their current and contemplated uses. None of the improvements located on the Company Real Properties constitute a legal non-conforming use or otherwise require any special dispensation, variance or special permit under any Laws. The Company has delivered to OAC true, correct and complete copies of (i) all deeds, title reports and surveys for the Company Owned Properties and (ii) the Company Real Property Leases, together with all amendments, modifications or supplements, if any, thereto. The Company Real Properties are not subject to any leases, subleases, licenses, occupancy, rights of first refusal, options to purchase or rights of occupancy, except the Company Real Property Leases set forth on Schedule 4.15(a). (b) Each Target Company has a valid, binding and enforceable leasehold interest under each of the Company Leased Properties under which it is a lessee, free and clear of all Liens other than Permitted Liens. Each of the Company Real Property Leases is in full force and effect. No Target Company is in default under any Company Real Property Lease, and no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a default. No Target Company has received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by a Target Company under any of the Company Real Property Leases and, to the Knowledge of the Company, no other party is in default thereof. No party to any Company Real Property Lease has exercised any termination rights with respect thereto. (c) The Target Companies have all certificates of occupancy and Permits of any Governmental Authority necessary or useful for the current use and operation of each Company Real Property, and the Real Property Target Companies have fully complied with all material conditions of the Permits applicable to them. No default or violation, or event that with the lapse of time or giving of notice or both would become a default or violation, has occurred in the operation due observance of any such Permit. (d) With respect to the Company Real Properties: (i) there are no pending or, to the Knowledge of the Business does not violate in Company, threatened condemnation or eminent domain proceedings or Actions relating to any material respect any instrument of record or agreement affecting the Company Real Property; , and no Target Company has received any notice of the intention of any Governmental Authority or other Person to take or use all or any part thereof; (ii) there are no pending or, to the Knowledge of the Company, threatened Actions relating to boundary lines, ingress and egress, adverse possession or similar issues; (iii) the existing buildings and improvements located on the Company Real Properties are located entirely within the boundary lines of such Company Real Property is in compliance in all material respects with all or on permanent easements on adjoining land benefiting such Company Real Property and may lawfully be used under applicable building, zoning, subdivision zoning and other land use or similar Laws, laws for the purposes for which they are presently being used; and the Selling Group has not received any written notice of violation or claimed violations of such Laws; (iv) the applicable Subsidiary Company Real Properties are in compliance with the terms and provisions of the Seller Group any restrictive covenants, easements, or agreements affecting such Company Real Property. No Target Company has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is received any notice from any insurance company that has issued a landlord policy with respect to any of the Company Real Property and no party other than a Subsidiary has occupancy or use requiring performance of any portion of the structural or other repairs or alterations to such Company Real Property;. (vie) immediately following the ClosingExcept as set forth in Schedule 4.15(e), no person Target Company owns, holds, is obligated under or is a party to, any option, right of first refusal or other than one of the Subsidiaries will have the contractual right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge purchase, acquire, sell, assign or dispose of any fact real estate or condition which would result in the termination of the current access to any portion thereof or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsinterest therein.

Real Property. (a) Section 3.4(a4.07(a) of the Disclosure Schedule sets forth a true, correct and complete list and legal description of all the Real Property real property owned by each Subsidiarythe Company (the “Owned Real Property”). Neither Seller owns any The Company has good and marketable title to all of the Owned Real Property that Property. There is used or useful for the Business. Sellers have delivered no pending or, to the Buyers Knowledge of Seller, threatened legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the Owned Real Property, now or in the future, including a pending or threatened taking of any of such real property by eminent domain. True and complete and correct copies of all deeds or other documentation evidencing ownership of the following materials relating Owned Real Property have been provided to such Real PropertyBuyer, to and complete copies of the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance surveys for each property, together with any mortgages, deeds of trust and easement documents and other documents and security agreements affecting title to which such property is subject, have been furnished or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in made available to Buyer. (b) Section 3.4(a4.07(b) of the Disclosure ScheduleSchedule sets forth the addresses of the Leased Real Property. Seller has made available to Buyer a copy of each of the lease agreements for the Leased Real Property. With respect to the Leased Real Property: (i) each Subsidiary has good lease agreement for the Leased Real Property (each a “Lease Agreement”) is a valid and marketable title binding obligation of the Company and, to the Real PropertyKnowledge of Seller, free is a valid and clear binding obligation of any Encumbranceseach of the other parties thereto, except for Permitted Exceptions andas such enforcement may be limited by bankruptcy, as insolvency, reorganization, moratorium or other similar Laws affecting enforcement of the date hereof, Permitted Encumbrancescreditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity); (ii) the use Company has performed all material obligations required to be performed by it under each Lease Agreement and operation is not (with or without the lapse of time or the Real Property giving of notice, or both) in the operation of the Business does not violate in any material respect any instrument of record breach or agreement affecting the Real Propertydefault thereunder; (iii) to the Real Property is in compliance in Knowledge of Seller, each other party to each Lease Agreement has performed all material respects obligations required to be performed by such party thereunder and is not (with all applicable buildingor without the lapse of time or the giving of notice, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation both) in material breach or claimed violations of such Lawsdefault thereunder; (iv) the applicable Subsidiary of Company has not subleased, assigned or otherwise granted to any Person the Seller Group has obtained all material Permits required right to use and operate or occupy the Leased Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;or any portion thereof; and (v) no member of the Seller Group is Company has not pledged, mortgaged or otherwise granted a landlord with respect to any of Lien on the leasehold interest in the Leased Real Property and no party Property, other than a Subsidiary has occupancy or use of any portion of the Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsPermitted Exceptions.

Real Property. Section 3.4(a(a) of the Disclosure Schedule sets forth a list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(aSchedule 2.10(a) the Company does not currently possess, nor has ever possessed, an ownership or leasehold interest in, or otherwise occupied, any real property. The Company is not a party to any agreement or option to purchase any real property or any interest therein. (b) Schedule 2.10(b) describes all of the Disclosure Schedule:real property that is currently used in the conduct of any Company’s businesses (the “Leased Real Property”). The Company has a valid and existing leasehold interest in the Leased Real Property pursuant to a written lease, a true and complete copy of which has been previously delivered to Buyer. (ic) each Subsidiary Except as set forth on Schedule 2.10(c) the Company is the sole occupant and user of the Leased Real Property. The Company has good and marketable title not leased, sub-leased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof, except as described on Schedule 2.10(c). The Company has not collaterally assigned or granted any Encumbrance in the underlying lease for the Leased Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances;described on Schedule 2.10(c). (iid) All buildings, structures, fixtures, building systems, and components thereof on or serving the use Leased Real Property (the “Improvements”) are in good operating condition and repair and sufficient for the operation of the Real Property Company’s businesses. 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, prevent the use or the occupancy of the Improvements or in the operation of the Business does Company’s business. (e) The current use and occupancy of the Leased Real Property do not violate any Applicable Laws. Neither the Company nor any Seller has received written notice of any violation of any Applicable Laws with respect to its occupancy of the Leased Real Property. (f) There is no condemnation, expropriation or other proceeding in any material respect any instrument of record eminent domain, pending, or agreement to Sellers’ Knowledge, threatened, affecting the Leased Real Property;Property or any portion thereof or interest therein. (iiig) All certificates of occupancy, permits, licenses, franchises, approvals and authorizations of all Governmental Authorities or any other Person having jurisdiction over the Leased Real Property which are required for the Company’s use or occupancy of the Leased Real Properties have been issued and are in full force and effect. Neither the Company nor any Seller has received written notice from any Governmental Authority or any other Person having jurisdiction over the Leased Real Property threatening a suspension, revocation, modification or cancellation of any such certificate, permit, license, franchise, approval or authorization. (h) The lease pursuant to which the Company occupies the Leased Real Property is legal, valid, binding, enforceable and in compliance full force and effect in all material respects accordance with all applicable building, zoning, subdivision and other land use its terms. No party is in breach or similar Lawsdefault, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration, under such lease. Such lease will be terminated upon the Selling Group has not received any written notice of violation or claimed violations of Closing and, upon such Laws; (iv) termination, the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries Company will have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact further liability or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsobligation thereunder.

Real Property. Section 3.4(a(a) Schedule 4.13(a) of the Disclosure Schedule sets forth a list Schedules contains true and complete legal description descriptions of all the Owned Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(aProperties. (b) Schedule 4.13(b) of the Disclosure Schedule: Schedules lists the street address of each parcel of Leased Real Property and the identity of the lessor, lessee and current occupant (iif different from lessee) of each Subsidiary such parcel of Leased Real Property. The Company has good and marketable title to the a valid leasehold estate in all Leased Real Property, free and clear of any all Encumbrances. (c) The Owned Real Properties constitute all interests in real property currently used in connection with the Business as it is currently conducted. (d) All of the Owned Real Properties and the buildings, except fixtures and improvements located thereon are in good operating condition and repair (subject to normal wear and tear), and suitable for Permitted Exceptions the use to which they are presently put and are suitable for such use to continue after the Closing Date. The Seller has delivered or otherwise made available to the Buyer true and, as to the Seller’s knowledge, complete copies of all deeds for the Owned Real Properties, title reports, policies of insurance (of any type, whether property, title, general liability or otherwise), exception documents referenced in any title reports and/or policies of title insurance, plats, replats, as-built drawings, construction plans and specifications, any and all property reports, inspections or studies of the date hereofOwned Real Properties, Permitted Encumbrances;including without limitation, hydrology studies, building inspection reports, environmental reports, foundations studies, and surveys of, the Owned Real Properties, in each case, to the extent in the Company’s files, together with all amendments, modifications or supplements, if any, thereto. (iie) The Seller has all material certificates of occupancy and Permits of any Governmental Authority necessary for the current use and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the each Owned Real Property; (iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group Seller is in material compliance with conditions of the Permits applicable to each Owned Real Property. (f) There does not exist any actual condemnation or eminent domain proceedings that affect any Owned Real Property or any part thereof, and the Company has not received any written notice of violation the intention of any Governmental Authority to take all or claimed violations of such Laws;any part thereof. (ivg) the applicable Subsidiary The Company has not granted any third party any option, right of the Seller Group has obtained all material Permits required first refusal or other contractual right to use and operate the purchase any Owned Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;Property. (vh) There are no member of the Seller Group is a landlord with respect to any of the Real Property and no party parties other than the Company with a Subsidiary has occupancy or use of right to possess any portion of the Owned Real Property;Properties or the improvements thereon as lessees, tenants, or licensees or claiming any rights therein as lessees, tenants, or licensees. (vii) immediately following The Company owns all the Closing, no person other than one railroad spur and tracks on its Owned Real Properties. (j) To the Knowledge of the Subsidiaries will have Company, the right to possession Subsidiary owns all railroad spurs and use other tracks and related rights necessary for the shipping by railroad of grain and products in and out of the Real Property;ethanol plant located in Fairbank, Iowa, subject to Permitted Encumbrances, and the Subsidiary has good and marketable fee title to all real property owned by it. (viiA) no member all payments for the (i) construction of the Seller Group has any plant located in Fairbank, Iowa, and (ii) construction of the expansion of the plant located in Iowa Falls, Iowa, that are currently due and payable under all construction and construction-related contracts have been made consistent with past practice; and (B) to the knowledge of the Seller, there are no disputes as to payment or notices of claims received from any fact contractors, subcontractors, materialmen or condition which would result mechanics supplying any materials or labor to or for either such construction project. (l) The Company has no reason to believe the findings of the Report of Hawkeye Construction Progress – February 2006 prepared by Xxxxxx Group Inc. dated March 24, 2006, do not continue to be true and correct, and the construction and design of the construction projects have not been materially altered or revised from the design and construction program outlined in the termination of the current access to or from the Real Property to any presently existing highwaysIndependent Engineer’s Report prepared by Xxxxxx Group Inc. dated January 28, roads, and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels2005.

Real Property. (a) The Seller does not own any real property that is primarily used by the Seller in respect of the Business. (b) Section 3.4(a3.13(b) of the Disclosure Schedule lists: (i) the street address of each parcel of Leased Real Property, (ii) the identity of the lessor, to the Seller’s Knowledge, of each such parcel of Leased Real Property, (iii) the terms (referencing applicable renewal periods) and rental payment amounts (including all escalations) pertaining to each such parcel of Leased Real Property, and (iv) the current use of each such parcel of Leased Real Property. (c) Except as described in Section 3.13(c) of the Disclosure Schedule, to the Seller’s Knowledge, there is no material violation of any Law (including any building, planning or zoning law) relating to any of the Leased Real Property. To the extent in the Seller’s actual possession, the Seller has made available to the Purchaser true, legible and complete copies of all the certificates of occupancy, environmental reports and audits, permits, other Encumbrances and other documents relating to or otherwise affecting the Leased Real Property, the operations of the Seller (as they relate to the Business) thereon or any other uses thereof. The Seller is in peaceful and undisturbed possession of each parcel of Leased Real Property, and to the Seller’s Knowledge, there are no contractual or legal restrictions that preclude or restrict the ability to use the Leased Real Property for the purposes for which it is currently being used. (d) Section 3.13(d) of the Disclosure Schedule sets forth a true and complete list and legal description of all Leases relating to the Leased Real Property owned and any and all ancillary documents (the “Ancillary Lease Documents”) pertaining thereto (including all amendments, modifications, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, rights of expansion, extension, first refusal and first offer and evidence of commencement dates and expiration dates). With respect to each of such Leases, neither the Seller has exercised or given any notice of exercise of, nor has any lessor or landlord exercised or received any notice of exercise by each Subsidiary. Neither the Seller owns of, any Real Property option, right of first offer or right of first refusal contained in any such Lease, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation that is used will be consummated after the date of this Agreement (collectively, “Options”). (e) To the Seller’s Knowledge, there are no condemnation proceedings or useful for eminent domain proceedings of any kind pending or threatened against the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Leased Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:. (i) each Subsidiary has good All the Leased Real Property is occupied under a valid and marketable title to the Real Propertycurrent certificate of occupancy or similar permit, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances; (ii) the use transactions contemplated by this Agreement and operation the Ancillary Agreements will not require the issuance of the Real Property in the operation any new or amended certificate of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property; occupancy, and (iii) subject to the receipt of any necessary landlord consents to the actions contemplated by this Agreement, there are no facts that would prevent the Leased Real Property is from being occupied by the Purchaser after the Closing in the same manner as occupied by the Seller immediately prior to the Closing. (g) All improvements on the Leased Real Property constructed by or on behalf of the Seller or, to the Seller’s Knowledge, constructed by or on behalf of any other Person, were constructed in material compliance in all material respects with all applicable buildingLaws affecting such Leased Real Property and wholly within the lot limits of such Leased Real Property. (h) No improvements on the Leased Real Property and none of the current uses and conditions thereof violate any Encumbrance, zoningapplicable deed restrictions or other applicable covenants, restrictions, agreements, existing site plan approvals, zoning or subdivision and other land use regulations or similar Lawsurban redevelopment plans as modified by any duly issued variances, and no permits, licenses or certificates pertaining to the Selling Group has not received lease or operation of all improvements on the Leased Real Property, other than those which are transferable with the Leased Real Property, are required by any written notice of violation or claimed violations of such Laws;Governmental Authority having jurisdiction over the Leased Real Property. (ivi) the applicable Subsidiary The rent set forth in each Lease of the Seller Group has obtained all material Permits required to use and operate the Leased Real Property (as increased according to rent increase schedules or increases pursuant to indexes set forth in such Leases) is the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) actual rental being paid, and there are no member of the Seller Group is a landlord separate agreements or understandings with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelssame.

Real Property. Section 3.4(a) of 4.9.1.1. The IESI-BFC Entities, as applicable, have good, valid and marketable title, in fee simple, to all their material owned real property (in this Article IV the Disclosure Schedule sets forth a list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such “Owned Real Property”), to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule: (i) each Subsidiary has good and marketable title to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the Closing Date, such Owned Real Property shall be free and clear of all Liens, except Permitted Liens. A list of the Owned Real Property and the municipal address of each such property is listed in Section 4.9.1.1 of the IESI-BFC Disclosure Letter. 4.9.1.2. The IESI-BFC Entities, as applicable, have good and valid leasehold title to all their material leased real property (in this Article IV, the “Leased Real Property”, and collectively with the Owned Real Property, the “Real Property”), and, as of the Closing Date, such leasehold title shall be free and clear of all Liens, except Permitted Liens and restrictions contained in the relevant lease and any restrictions imposed by operating permits relating to such Leased Real Property. A list of the Leased Real Property and the municipal address of each such property is listed in Section 4.9.1.2 of the IESI-BFC Disclosure Letter. A correct and complete copy of each lease relating to a Leased Real Property, and all amendments, modifications, assignment or other changes thereto will have been delivered or made available to WSI within seven (7) Business Days after the date hereof. The IESI-BFC Entities, Permitted Encumbrances;as applicable, have the right to use such Leased Real Property in accordance with the terms of the applicable lease for the conduct of its business as presently conducted in all material respects. All leases relating to the Leased Real Property are in writing, valid, binding and in full force and effect. There has been no material breach of or default under any lease relating to the Leased Real Property by any of the IESI-BFC Entities or, to IESI-BFC’s Knowledge, any other Person which breach or default has not been cured or waived and no event has occurred which, with notice or lapse of time or both, may constitute a material breach or default. (ii) 4.9.1.3. To IESI-BFC’s Knowledge, the Real Property and its current uses conform in all material respects with all applicable Laws, including those relating to zoning, environmental and health and safety standards. 4.9.1.4. To IESI-BFC’s Knowledge, no part of the Real Property is subject to any building or use restriction that would restrict or prevent the use and operation of the Real Property for the IESI-BFC Business in the operation same manner as prior to the Closing. 4.9.1.5. Any material buildings, plants and other structures or improvements constituting part of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property; (iii) the Real Property is are being maintained by the IESI-BFC Entities in compliance good working condition and repair in all material respects with all applicable building(ordinary wear and tear excepted) and have no material structural or other defects. 4.9.1.6. To IESI-BFC’s Knowledge, zoningthere is no material proposed or pending assessment or any condemnation, subdivision and other land use expropriation, taking by eminent domain or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws; (iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord proceedings with respect to any of the Real Property and no party other than a Subsidiary has occupancy all or use of any portion of the Real Property; (vi) immediately following the Closing, no person other than one and none of the Subsidiaries will have the right IESI-BFC Entities has received any written or oral notice thereof. 4.9.1.7. There are no outstanding agreements, options, contracts or commitments to possession and use sell, transfer, terminate, surrender, disclaim or otherwise dispose of all or part of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access . IESI-BFC’s Entities have all rights to or from possess, use and occupy the Real Property to any presently existing highways, roads, and rightsas necessary for the conduct of the IESI-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsBFC Business.

Real Property. Section 3.4(a) of the Disclosure Schedule sets forth a list and legal description of 2.32 lists all the Real Property real property owned or leased by each SubsidiaryWFI Entity. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting Each WFI Entity has unencumbered title to or for operation of such its owned real properties (collectively, the "Owned Real Property; surveys; as-built construction plans; construction contracts Properties") and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule: (i) each Subsidiary has good and marketable unencumbered leasehold title to its leased real properties (the "Leased Real PropertyProperties," together with the Owned Real Properties, the "Real Properties"), in each case, free and clear of any all imperfections of title and all Encumbrances, except for Permitted Exceptions and(a) those consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of such property or irregularities in title thereto which, individually and in the aggregate, do not materially impair the use of such property, (b) warehousemen's, mechanics', carriers', landlords', repairmen's or other similar Encumbrances arising in the ordinary course of business and securing obligations not yet due and payable, (c) other Encumbrances which individually and in the aggregate do not materially impair its use of such property or its ability to obtain financing by using such assets as collateral, and (d) Encumbrances listed on Schedule 2.32. To the knowledge of the date hereofCorporation, Permitted Encumbrances; (ii) the use and operation of the Real Property in the operation of the Business does not violate there are no intended public improvements which will result in any material respect charge being levied against, or in the creation of any instrument of record or agreement affecting Encumbrances upon, the Real Property; (iii) the Real Property is in compliance in all material respects with all applicable buildingProperties or any portion thereof. There are no options, zoningrights of first refusal, subdivision and rights of first offer or other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws; (iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord rights with respect to any of the Real Properties that is material to the business of the WFI Entities as currently conducted or proposed to be conducted. With respect to each lease of Real Property to which any WFI Entity is a party, so long as the applicable WFI Entity performs all of its obligations under such lease for Real Property within applicable notice and grace periods, (a) the rights of such WFI Entity under such lease shall not be terminated and (b) such WFI Entity's possession of such Real Property and the use and enjoyment thereof shall not be disturbed by any landlord, overlandlord, mortgagee or other superior party. No WFI Entity is obligated to purchase any Leased Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viii) the Leased Real Property is assessed by local property assessors required to be accounted for under GAAP as a tax parcel or parcels separate from all other tax parcelscapitalized lease. No WFI Entity is a real property holding company.

Real Property. Section 3.4(a) of Schedule 3.12 to the Disclosure Schedule sets forth NISXX Xxsclosure Letter is a list correct and legal complete list, and a brief description of all real property leased by NISXX (xhe "Leased Real Property"), and all facilities thereon. Except as lessee of Leased Real Property, NISXX xx not a lessee under or otherwise a party to any lease, sublease, license, concession or other agreement, whether written or oral, pursuant to which another person or entity has granted to NISXX xxe right to use or occupy all or any portion of any real property. NISXX xxes not have an ownership interest in any real property. NISXX xxs a valid leasehold interest in the Real Leased Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete free and correct copies clear of all liens, assessments or restrictions (including, without limitation, inchoate liens arising out of the following provision of labor, services or materials relating to any such Real Property) other than (a) mortgages shown on the NISXX Xxnancial Statements as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) liens for current taxes not yet due, and (c) minor imperfections of title, such as utility and With respect to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Leased Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except except as set forth reflected on in Section 3.4(a) of Schedule 3.12 to the Disclosure ScheduleNISXX Xxsclosure Letter: (i) each Subsidiary has good NISXX xx in exclusive possession thereof and marketable title no easements, licenses or rights are necessary to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, conduct business thereon in addition to those which exist as of the date hereof, Permitted Encumbrances; (ii) No portion thereof is subject to any pending condemnation proceeding or proceeding by any public or quasi-public authority materially adverse to the use Leased Real Property and there is no threatened condemnation or proceeding with respect thereto; (a) the buildings, plants, improvements, structures and fixtures at the Leased Real Property, including, without limitation, heating, ventilation and air conditioning systems, roofs, foundations and floors, are in good operating condition and repair; (b) the Leased Real Property is not in violation of any health, safety, building, or environmental ordinances, laws, codes or regulations; nor has any notice of any claimed violation of any such ordinances, laws, codes or regulations been served on NISXX; (iv) The Leased Real Property is supplied with utilities and other third-party services, such as water, sewer, electricity, gas, roads, rail service and garbage collection, necessary for the current operation of the business and such Leased Real Property is maintained in all material respects in accordance with all laws applicable to NISXX xx the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Leased Real Property; (iiiv) NISXX xx not a party to any written or oral agreement or undertaking with owners or users of properties adjacent to the Leased Real Property is in compliance in all material respects with all applicable buildingrelating to the use, zoning, subdivision and other land use operation or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations maintenance of such Laws; (iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord with respect to facility or any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Propertyadjacent real property; (vi) immediately following the ClosingNISXX xx not a party to any lease, no person sublease, license, concession or other than one of the Subsidiaries will have agreement, whether written or oral, pursuant to which NISXX xxs granted to any party or parties the right to possession and use or occupy all or any portion of the Leased Real Property; (vii) no member To the extent that NISXX xxs responsibility under the lease(s) for the Leased Real Property for compliance with the provisions of the Seller Group has any knowledge of any fact ADA, all alterations, rehabilitations, structures, or condition which would result improvements in the termination of Leased Property comply with the current access to or from the Real Property to ADA; (a) There are no material defects in any presently existing highways, roads, and rights-of-way improvements on or adjoining to the Leased Real Property; and (viiib) the Leased Real Property is assessed by local property assessors as a tax parcel or parcels separate free from all other tax parcelsregulated quantities of asbestos; and (c) the Leased Real Property is free from flooding and leaks.

Real Property. Section 3.4(a(a) of the Disclosure Schedule sets forth a list 4.12 lists all lease and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials sublease agreements relating to such Real Property, to the extent in Sellers’ possession real property leased or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reportssubleased by Pioneer. Except as set forth on in Section 3.4(a) of the Disclosure ScheduleSchedule 4.12, with respect to each such lease and sublease: (i) each Subsidiary has good and marketable title such lease or sublease constitutes the entire agreement to which Pioneer is a party with respect to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrancesreal property leased thereunder; (ii) the use and operation of the Real Property Pioneer has not assigned, sublet, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the operation of the Business does not violate in any material respect any instrument of record leasehold or agreement affecting the Real Propertysubleasehold; (iii) all facilities leased or subleased thereunder have received all material approvals of Governmental Entities (including all Permits) required in connection with the Real Property is in compliance operation thereof and have been operated and maintained in all material respects in accordance with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;; and (iv) there is no action, suit or proceeding pending against Pioneer or, to the applicable Subsidiary Sellers' Knowledge, any action, suit or proceeding pending or threatened against Pioneer or any third party that would materially interfere with the quite enjoyment of such leased real property after the Closing Date. (b) All of the Seller Group has obtained real property and facilities are to the Knowledge of the Sellers leased by Pioneer, and all components of all improvements included within such owned or leased real property, in working order and repair and do not require material repair or replacement in order to serve their intended purposes in all material Permits required to respects, including use and operate the Real Property operation consistent with their present use and operation, except for scheduled maintenance, repairs and replacements conducted or required in the manner necessary to conduct ordinary course of the Business by the Seller Group as currently conducted;operation of such leased real property. (vc) no member Other than options, rights of first refusal or other similar arrangements in favor of Pioneer under the Seller Group is a landlord leases and subleases relating to the real property leased by Pioneer, Pioneer has not entered into any contract, arrangement or understanding with respect to any of the Real Property and no party other than a Subsidiary has future ownership, development, use, occupancy or use operation of any portion parcel of the Real Property;real property leased by Pioneer. (vid) immediately following There are no pending or, to the ClosingSellers' Knowledge, no person other than one of threatened or contemplated condemnation or eminent domain proceedings that affect the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roadsreal property leased by Pioneer, and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.Pioneer has not

Real Property. Section 3.4(a(a) of the Disclosure Schedule 4.19 sets forth a true, correct and complete list and legal description of all real property leases, subleases or licenses pursuant to which the Real Property owned by Company is a lessor, lessee, sublessor, sublessee, licensor or licensee, in each Subsidiarycase as amended through the date hereof, which list includes the effective date of such lease, the street address, the identity of the lessors, lessees, sublessors, sublessees, licensors or licensees, or with respect to which a Company has guarantied the obligations of any other Person. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have The Company has delivered to the Buyers Buyer true, correct and complete and correct copies of each such lease, sublease or license. The real property interests described or listed on Schedule 4.19 (the “Company Properties”) constitutes all of the following materials relating to such Real Propertyinterests in real property owned, leased or otherwise held for use by the Company. The Company does not own any real property. (b) Each lease of premises utilized by the Company or in connection with the Business is legal, valid and binding in all material respects on the Company and, to the extent Knowledge of the Seller, legal, valid and binding in Sellers’ possession all material respects on the other party or control: title insurance policies parties thereto. The Company is a tenant or possessor in good standing thereunder, free of any material default or breach on the part of the Company and, to the Knowledge of the Seller, free of any material default or breach on the part of the lessors thereunder, and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or the Company quietly enjoys the premises provided for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. therein. (c) Except as set forth on Schedule 4.19, no consent of any Person to any lease, sublease, license or mortgage is required in Section 3.4(a) connection with the consummation of the Disclosure Schedule:transactions contemplated by this Agreement, the other Transaction Documents or the Merger, and the consummation of the transactions contemplated by this Agreement, the other Transaction Documents or the Merger is not prohibited by, or does not constitute a default under, any such lease, sublease, license or mortgage. (id) each Subsidiary has good and marketable title to Public utilities currently serve all utility requirements necessary for the Real current use of all Company Property. To the Knowledge of Seller, free and clear of any Encumbrances, except for Permitted Exceptions and, as all of the date hereof, Permitted Encumbrances; (ii) Company Properties are currently zoned in the use and zoning category which permits operation of the Real Property in such properties as now used, operated and maintained for the operation of the Business does not violate in any material respect any instrument Business, and, to the Knowledge of record or agreement affecting the Real Property; (iii) the Real Property Seller, none of such Company Properties nor its respective use is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws; (iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property; (vi) immediately following the Closinglocal governmental rule, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact ordinance, regulation or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsbuilding code.

Real Property. Section 3.4(a(a) Schedule 4.12(a) lists and describes briefly all real property that the Company owns (the “Owned Property”). With respect to each such parcel of the Disclosure Schedule sets forth a list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Owned Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule: (i) each Subsidiary except as set forth on Schedule 3.10(a), the Company has good and marketable title to the Real parcel of Owned Property, free and clear of all Liens, Permitted Liens which do not impair the current use, occupancy, or value, or the marketability of title, of the property subject thereto; (ii) except as set forth on Schedule 3.10(a), there are no pending or, to the Knowledge of the Company threatened condemnation proceedings, lawsuits, or administrative actions relating to the property or other matters affecting adversely the current use, occupancy, or value thereof; (iii) the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, zoning Laws, and ordinances (and none of the properties or buildings or improvements thereon are subject to “permitted non-conforming use” or “permitted non-conforming structure” classifications), and do not encroach on any Encumbranceseasement which may burden the land, and the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and the property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (iv) all facilities have received all approvals of Authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable Laws, rules, and regulations; (v) there are no leases, subleases, licenses, concessions, or other Contracts, written or oral, granting to any party or parties the right of use or occupancy of any portion of the parcel of Owned Property; (vi) there are no outstanding options or rights of first refusal to purchase the parcel of Owned Property, or any portion thereof or interest therein; (vii) there are no parties (other than the Company) in possession of the parcel of Owned Property; (viii) all facilities located on the parcel of real property are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate in accordance with all applicable Laws and are provided via public roads or via permanent, irrevocable, appurtenant easements benefitting the parcel of real property; and (ix) except as set forth on Schedule 3.10(a), each parcel of real property abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent, irrevocable, appurtenant easement benefitting the parcel of real property, and access to the property is provided by paved public right-of-way with adequate curb cuts available. (b) Schedule 4.12(b) lists and describes briefly all real property leased or subleased to the Company (the “Leased Property”). The Selling Shareholders have delivered to the Buyer correct and complete copies of the leases and subleases and other agreements for Permitted Exceptions andoccupancy, including all amendments, extensions and other modifications thereto (“Leases”) with respect to each Leased Property, as of listed in Schedule 4.12(b) (as amended to date). With respect to each Lease listed in Schedule 4.12(b): (i) the date hereoflease or sublease is legal, Permitted Encumbrancesvalid, binding, enforceable, and in full force and effect; (ii) the use lease or sublease will continue to be legal, valid, binding, enforceable, and operation in full force and effect on identical terms following the consummation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Propertytransactions contemplated hereby; (iii) no party to the Real Property lease or sublease is in compliance in all material respects with all applicable building, zoning, subdivision and other land use breach or similar Lawsdefault, and the Selling Group no event has not received any written occurred which, with notice or lapse of violation time, would constitute a breach or claimed violations of such Lawsdefault or permit termination, modification, or acceleration thereunder; (iv) no party to the applicable Subsidiary of the Seller Group lease or sublease has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conductedrepudiated any provision thereof; (v) there are no member of disputes, oral agreements, or forbearance programs in effect as to the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy lease or use of any portion of the Real Propertysublease; (vi) immediately following with respect to each sublease, the Closing, no person other than one of representations and warranties set forth in subsections (i) through (v) above are true and correct with respect to the Subsidiaries will have the right to possession and use of the Real Propertyunderlying lease; (vii) no member of the Seller Group Company has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any knowledge of any fact or condition which would result interest in the termination leasehold or subleasehold; (viii) all facilities leased or subleased thereunder have received all approvals of governmental Authorities (including licenses and permits) required in connection with the current access to or from the Real Property to any presently existing highwaysoperation thereof and have been operated and maintained in accordance with applicable Laws, roadsrules, and rights-of-way on regulations; (ix) all facilities leased or adjoining subleased thereunder are supplied with utilities and other services necessary for the Real Propertyoperation of said facilities; and (viiix) the Real Property is assessed by local owner of the facility leased or subleased has good and marketable title to the parcel of real property, free and clear of all Liens, easements, covenants, or other restrictions, except for installments of special easements of real estate Taxes not yet delinquent and recorded easements, covenants, and other restrictions which do not impair the current use, occupancy, or value, or the marketability of title, of the property assessors as a tax parcel or parcels separate from all other tax parcelssubject thereto.

Real Property. Section 3.4(a(a) of the Disclosure Schedule The Company does not own any Owned Real Property. (b) Exhibit 8(b) sets forth a complete list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Leased Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule: (i) each Subsidiary assuming valid title in the lessor of such real property, the Company has good the right to occupy and marketable title use all real property shown on such Exhibit as leased by it and to the Key Executives’ Knowledge there are no circumstances which would entitle or require any landlord, property owner or any other person (as applicable) to exercise any powers of entry or right to forfeiture or right to take possession or which would otherwise restrict or terminate the continued sole and exclusive occupation of the Leased Real Property under the terms of the lease agreement by the Company; (ii) each lease agreement is in full force and effect, and is a legal, valid and binding agreement of the Company which is a party to such lease agreement, enforceable in accordance with its terms and the Company has paid all rents or any other amounts due under each Leased Real Property. 63 (iii) no party to any such lease of real property has given the Company written notice of: (i) any material increase after the date hereof in rent or charges, free and clear other than an increase in accordance with the terms of such lease or applicable Laws; (ii) any Encumbrances, except for Permitted Exceptions and, as non-renewal of occupancy after the date hereof, Permitted Encumbrances; (ii) the use and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property; ; (iii) any material variation or termination after the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use date hereof of any such lease; or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws; (iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord any claim with respect to any breach or default under any such lease, the consequences of which, individually or in the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property; (vi) immediately following the Closingaggregate, no person other than one of the Subsidiaries will have the right might reasonably be expected to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination after the date hereof by the lessor of such lease; and (iv) no consent to the consummation of the current access to or Transaction is required from the Real Property lessor of any such real property. (v) there are no notices or, to the Key Executives’ Knowledge, threat of or outstanding actions, disputes, claims or demands between the Sellers and any presently existing highways, roads, and rights-of-way third party which have had or may have a material adverse effect on or adjoining the use of the Leased Real Property; and (viiivi) to the Key Executives’ Knowledge, no development at the Leased Real Property or use of the Leased Real Property has been undertaken in breach of any planning legislation applicable to the jurisdiction in which the Leased Real Property is assessed by local property assessors as a tax parcel situated; and (vii) to the Key Executives’ Knowledge, the planning consents and permissions affecting the Leased Real Property are either unconditional or parcels separate from all other tax parcelsare subject only to conditions which are neither unusual, personal nor temporary and which have been substantially satisfied or substantially observed and performed up to the date of this Agreement.

Real Property. Section 3.4(a(a) of the Disclosure Schedule sets forth a list and legal description of 1.1(a)(iii)(L) lists all the Real Property real property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent they relate solely to the Publications. Sellers do not own or lease any real property in Sellers’ possession or control: title insurance policies connection with the businesses of the Publications other than the Property and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation the real property leaseholds identified on Schedule 1.1(a)(i)(J). (b) Schedule 1.1(a)(i)(J) lists all real property leases where any of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reportsthe Sellers are lessee ("Facility Leases") included in the Seller Assets. Except as Other than the Facility Leases set forth on Schedule 1.1(a)(i)(J) or other leases set forth on Schedule 1.1(a)(i)(L), there are no leases, subleases, licenses or other agreements or arrangements granting to any person the right to purchase, use or occupy any facility or any real property owned or leased by Sellers to the extent they relate solely to the Publications. (c) With respect to each Facility Lease, Sellers have and will transfer to Buyer at the Closing, subject to any required consent and to Section 1.4 hereof, an unencumbered interest in Section 3.4(a) the leasehold estate. Sellers enjoy peaceful and undisturbed possession of the Disclosure Schedule:property subject to each Facility Lease, subject to the rights of the fee owners. (id) each Subsidiary has good and marketable title No zoning or similar land use restrictions are presently in effect or, to Sellers’ Knowledge, proposed, by any governmental authority that would impair the Real Propertyuse, free and clear of any Encumbrancesoccupancy, except for Permitted Exceptions and, as or enjoyment of the date hereofProperty for the purposes for which such Property is currently being used, Permitted Encumbrances; (ii) the and Sellers’ use and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property; (iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and land use, health or other land codes, ordinances, laws or regulations relating to the use thereof except as would not have a Business Material Adverse Effect. No condemnation or similar Lawstaking by eminent domain of the Property has occurred, and is pending or, to the Selling Group has not received any written notice knowledge of violation or claimed violations of such Laws;Sellers, is threatened. (ive) The Property is served by or has access to public streets and rights of way, rights of ingress and egress, public sewage (both storm and sanitary), gas, electric and telephone utility services that are adequate for the applicable Subsidiary operation of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group Publications as currently conducted; (v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.

Real Property. Except for the property described under the heading entitled “Owned Real Property” in Section 3.4(a) 3.13 of the Company Disclosure Schedule sets forth a list and legal description of all (the “Owned Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all Property”), none of the following materials relating to such Real PropertyCompany and Company Subsidiaries is the owner of any real property. The Company and the Company Subsidiaries, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspectionas applicable, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule: (i) each Subsidiary has have good and marketable title to the Real Propertyvalid title, free and clear of any Encumbrancesall Liens, except for Permitted Exceptions andLiens, to the Owned Real Property. The leases identified as “Leases” under the heading “Leased Real Property” in Section 3.13 of the Company Disclosure Schedule (the “Leases”) and the licenses, permits, right of way agreements, easements or similar agreements identified as “Real Property Contracts” in Section 3.13 of the Company Disclosure Schedule (the “Real Property Contracts”) constitute all of the material agreements pursuant to which the Company and/or any of the Company Subsidiaries have the right to occupy, lease or use any real property or any interest in any real property, and true, correct and complete copies of the Leases and Real Property Contracts have been made available to the Parent. Each of the Leases to which any of the Company or the Company Subsidiaries is or may be a party or subject are in or substantially in one of the forms of the lease agreements, which forms have been made available to the Purchaser and are set out in Section 3.13 of the Company Disclosure Schedule. The use of the Owned Real Property, as currently operated, complies, in all material respects, with all applicable zoning by-laws and regulations. No condemnation or expropriation proceeding is pending or, to the knowledge of the date hereof, Permitted Encumbrances; (ii) Company or the Company Subsidiaries threatened which would preclude or impair the use and operation of any of the Leased Properties, the Owned Real Property or the properties subject to the Real Property in Contracts for the purposes for which they are currently used. The Leases, the Real Property Contracts and the Owned Real Property constitute all of the property interests necessary for the operation of the Business does not violate Business, as currently operated in any material accordance with all applicable Laws, and for the completion of the applicable Project . The Company or the Company Subsidiaries have adequate rights of ingress and egress with respect any instrument of record or agreement affecting to the Leased Properties, the Owned Real Property; (iii) Property and the properties subject to the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and Contracts for the Selling Group has not received any written notice of violation or claimed violations of such Laws; (iv) the applicable Subsidiary operation of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsBusinesses.

Real Property. Section 3.4(a(a) of the Disclosure Schedule sets forth 3.09 contains a correct and complete list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to including, without limitation, a legal description for all of the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Owned Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) To the Knowledge of either of the Disclosure Schedule: (i) each Subsidiary has good Sellers, no facts or circumstances exist which do, or potentially may, adversely affect any of the access to and marketable title to from the Real Property, free from and clear to the existing public highways and roads, and, to the Knowledge of any Encumbranceseither of the Sellers, there is no pending or threatened denial, revocation, modification or restriction of such access. The primary tower, transmitter and Real Property on which such tower and transmitter are located are all owned by either of the Sellers in fee simple title, except for Permitted Exceptions andthe 2000 foot television tower located on a permanent easement which is located in Eau Claire County (Fairchild Township), as of the date hereof, Permitted Encumbrances;Wisconsix. (iib) the use and operation of the The Real Property is served by utilities as required for its current operation. (c) No zoning or similar land use restrictions are presently in effect or proposed by any Governmental Authority that would impair in any Material respect the operation of the Business does not violate in as presently conducted by the Sellers or which would prevent the use of any material respect any instrument of record or agreement affecting the Real Property; (iii) Property as currently operated. All of the Real Property is in compliance in all material respects Material aspects with all applicable buildingzoning laws and recorded covenants. Neither of the Sellers has received any notice from any Governmental Authority or other Third Party with regard to encroachments on or off the Real Property, violations of building codes, zoning, subdivision or other similar Laws or other material defects in the Improvements or in the good, valid, marketable and other land use or similar Laws, and the Selling Group has not received any written notice insurable title of violation or claimed violations of such Laws;said Real Property. (ivd) the applicable Subsidiary As of the Seller Group has obtained all material Permits required to use and operate the Real Property Closing Date, there will be no Persons in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord with respect to any possession of the Real Property and no party or any part thereof other than a Subsidiary has occupancy the Sellers or use their lessees pursuant to Contracts that are Permitted Liens. (e) No condemnation proceedings are pending or to the Knowledge of any portion either of the Sellers, threatened with regard to the Owned Real Property;. (f) With respect to each parcel of Leased Real Property, (i) the lessor was the owner of the premises leased to the lessee at the time of the execution and delivery of the lease, (ii) either of the Sellers is the owner and holder of the interest of the lessee in the lease, (iii) all buildings and towers constructed by the lessee of each lease are located within the boundaries of the leased premises, (iv) each lease contains an adequate description of the leased premises, (v) each lease is enforceable by the lessee, (vi) immediately following the Closing, all payments of rent are current under each lease and no person other than one of the Subsidiaries will have the right to possession default exists under any lease and use of the Real Property; (vii) except as set forth on Schedule 3.17, there are no member disputes with or adverse claims asserted by any lessor of a lease. Each of the Seller Group has any knowledge of any fact or condition which would result in the termination Contracts of the current access Sellers relating to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viii) the such Leased Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.fully and accurately identified, and the expiration date and current rent are described, in Schedule 3.19

Real Property. Section 3.4(a(a) Schedule 5.15(a) of the Disclosure Schedule sets forth a complete list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule: (i) all real property and interests in real property, including improvements thereon and easements appurtenant thereto owned in fee simple by the Company and the Subsidiaries (individually, an “Owned Property” and collectively, the “Owned Properties”), and (ii) all real property and interests in real property leased to or by the Company and the Subsidiaries (individually, a “Real Property Lease” and collectively, the “Real Property Leases” and, together with the Owned Properties, being referred to herein individually as a “Company Property” and collectively as the “Company Properties”) as lessee or lessor, including a description of each Subsidiary has such Real Property Lease (including the name of the third party lessor or lessee and the date of the lease or sublease and all documents ancillary thereto). The Company and the Subsidiaries have good and marketable fee title to the Real all Owned Property, free and clear of all Liens of any Encumbrancesnature whatsoever, except for Permitted Exceptions and, as (A) those Liens set forth on Schedule 5.15(a) of the date hereofDisclosure Schedule and (B) Permitted Exceptions. The Company Property constitutes all interests in real property currently owned, Permitted Encumbrances; used, occupied or currently held for use in connection with the Business and which are necessary for the continued operation of the Business as currently conducted. The Company Property and all buildings, fixtures and improvements thereon owned or leased or occupied by the Company and the Subsidiaries are (i) in satisfactory condition without structural defects, and all mechanical and other systems located thereon are in good operating condition, and no condition exists requiring material repairs, alterations or corrections, and (ii) appropriate in all respects for their current and contemplated uses. None of the improvements located on the Company Properties constitute a legal non-conforming use or otherwise require any special dispensation, variance or special permit under any laws. Sellers have delivered to Purchaser true, correct and complete copies of (i) all deeds, title reports and surveys commissioned by the Group for the Owned Properties and (ii) the use Real Property Leases, together with all supplemental documents, if any, thereto. The Company Properties are not subject to any leases, rights of first refusal, options to purchase or rights of occupancy, except the Real Property Leases set forth on Schedule 5.15(a) of the Disclosure Schedule. (b) The Company and operation the Subsidiaries, as applicable, have a valid and enforceable leasehold interest under each of the Real Property in the operation Leases, free and clear of the Business does not violate in any material respect any instrument all Liens other than Permitted Exceptions, and each of record or agreement affecting the Real Property; (iii) the Real Property Leases is in compliance full force and effect. Neither the Company nor any of the Subsidiaries is in all material respects with all applicable building, zoning, subdivision and other land use or similar Lawsdefault under any Lease, and no events have occurred and no circumstances exist which, if not remedied, and whether with or without notice or the Selling Group has not received passage of time or both, will result in such a default. Neither the Company nor any written notice of violation or claimed violations of such Laws; (iv) the applicable Subsidiary of the Seller Group Subsidiaries has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; received or given any notice (vwhether written, oral or otherwise) no member of the Seller Group is a landlord with respect to any default or event affecting any of the Real Property Leases and, to the Knowledge of Sellers, there are no circumstances known to the Company or any of its Subsidiaries which may entitle any Person to restrict or terminate the continued sole and no party other than a Subsidiary has occupancy or use of any portion exclusive possession of the Real Property;Property Leases. (vic) immediately following The Company and the ClosingSubsidiaries have all Permits of any Governmental Body necessary or material to the current use and operation of each Company Property, and the Company and the Subsidiaries have fully complied with all material conditions of the Permits applicable to them and, to the Knowledge of Sellers, there is no person other than one intended or contemplated revocation of any of the Permits. (d) There does not exist any actual or, to the Knowledge of Sellers, threatened or contemplated condemnation or eminent domain proceedings that affect any Company Property or any part thereof, and neither the Company nor any of the Subsidiaries will have the right to possession and use has received any notice, whether oral, written or otherwise, of the Real Property;intention of any Governmental Body or other Person to take or use all or any part thereof. (viie) no member Neither the Company nor any of the Seller Group Subsidiaries has received any knowledge written notice from any insurance company or any landlord that has issued a policy with respect to any Company Property requiring performance of any fact structural or condition which would result in the termination of the current access other repairs or alterations to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real such Company Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.

Real Property. Section 3.4(a) 3.13 of the Disclosure Schedule sets forth lists all real property and interests in real property owned or leased by or to the Company (each, a list and legal description of all the “Real Property owned by each SubsidiaryProperty”). Neither Seller owns any Real Property that is used or useful for the Business. Sellers have The Company has delivered to the Buyers Purchaser complete and correct accurate copies of all of the following materials leases, including any subleases, and any operating agreements relating to such any leased Real Property. With respect to each Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except except as set forth on in Section 3.4(a) 3.13 of the Disclosure Schedule: : (i) each Subsidiary the Company has good and marketable valid title to such Real Property or the leasehold estate relating to any leased Real Property, free and clear of all Liens (other than Permitted Liens and Liens which would not reasonably be expected to materially impair the current uses or the occupancy by the Company of such Real Property), leases, assignments, subleases, easements, covenants, rights of way and other similar restrictions of any Encumbrancesnature whatsoever, except for Permitted Exceptions and, as of other than those identified in the date hereof, Permitted Encumbrances; leases and operating agreements provided to Purchaser; (ii) the use and operation of the Real Property in the operation of the Business does not violate in any material respect lease relating to any instrument of record or agreement affecting the Real Property; (iii) the leased Real Property is in compliance writing and is legal, valid, binding, in all material respects full force and effect and enforceable against the Company in accordance with all applicable buildingits terms; (iii) any lease relating to any leased Real Property will, zoningimmediately following the Closing Date, subdivision continue to be legal, valid, binding, in full force and other land use or similar Laws, effect and enforceable in accordance with its terms as in effect on the Selling Group has not received any written notice of violation or claimed violations of such Laws; date hereof; (iv) the applicable Subsidiary Company is not and, to the Knowledge of the Seller Group has obtained all material Permits required Company, no other party to use and operate the any lease relating to a leased Real Property is, in breach or violation of, or in default under, such lease; (v) all facilities included in any leased Real Property are supplied with utilities and other services adequate for the operation of such facilities in the manner necessary to conduct the Business currently used by the Seller Group as currently conducted; Company; (vvi) no member all rents and additional rents due on any lease relating to a leased Real Property have been paid; (vii) to the Knowledge of the Seller Group is a landlord Company, the current use by the Company of the facilities located on all Real Property does not violate any local zoning or similar land use requirement or other Law in any material respect; and (viii) all necessary third party consents, approvals, filings and registrations required to be obtained by the Company with respect to any leases in connection with the transactions contemplated by this Agreement or otherwise, have been made or obtained or will be made or obtained as of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsClosing Date.

Real Property. Section 3.4(a(a) The Company does not own or have any interest in any property or any option to acquire any real property, except as set forth in Schedule 3.13(b). (b) Schedule 3.13(b) contains a list of each Lease. To the Knowledge of Sellers, each parcel of Leased Real Property is, in all material respects, fit for its intended use in the business of the Disclosure Schedule sets forth a list Company. Other than the Leased Real Property and legal description the Leases, the Company does not have any other direct or indirect interest in real property, whether owned, leased or otherwise, and the Leased Real Property comprises all real property necessary for the Company to operate its business in accordance with past practice. (c) The Company has valid leasehold interests in all of the Leased Real Property and in each case, to the Knowledge of Sellers, the Company's interest therein is free and clear of all Encumbrances other than Permitted Encumbrances. The Company has not leased, subleased or granted any third party the right to use or occupy the Leased Real Property owned by each Subsidiary. Neither Seller owns any and there are no parties in possession of the Leased Real Property that are not entitled to such possession. (d) Each Lease is used legal, valid, binding and enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exceptions. (i) The Company's possession and quiet enjoyment of each Leased Real Property has not been disturbed and there are no material disputes with respect to any such Leased Real Property or useful for Lease; (ii) no security deposit or portion thereof has been applied in respect of a breach or default under any Lease that has not been redeposited in full; and (iii) the Business. Company has not collaterally assigned or granted any security interest in any of the Leases or any interest therein. (f) Sellers have delivered provided to Buyer prior to the Buyers execution of this Agreement true and complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies Leases. (g) Sellers further represent and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedulewarrant that: (i) each Subsidiary has good no Encumbrances materially and marketable title to adversely affect the current use or occupancy of the Leased Real Property or the current operation of the Company's, business on, in or about the Leased Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances; (ii) to the use and operation Knowledge of Sellers, there is no known condemnation, expropriation or eminent domain Action of any kind pending or threatened against any of the Leased Real Property in the operation Property, or any portion thereof, or other matters adversely affecting any of the Business does not violate in any material respect any instrument of record or agreement affecting the Real PropertyCompany's occupancy and use thereof; (iii) the Leased Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Lawshas, and will have as of the Selling Group has not received any written notice Closing Date, sufficient, in quality and quantity, required public utilities for the operation of violation or claimed violations of such Lawsthe Company's, business as currently conducted, including water supply, storm and sanitary sewage facilities, telephone, gas and electricity; (iv) all Facilities on the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Leased Real Property are in operating condition and repair, reasonable wear and tear excepted, and are fit for occupancy and use in accordance with the manner necessary to conduct the Business by the Seller Group as currently conductedCompany's past practice; (v) to the Knowledge of Sellers, there is no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which that would result in the termination or impairment of access to the Leased Real Property, and such access is sufficient for the operation of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real PropertyCompany's business; and (viiivi) the Company does not owe, nor will it owe in the future, any brokerage commissions or finders' fees with respect to the Leased Real Property is assessed for and with respect to any actions taken, or agreements entered into, by local property assessors the Company prior to the Closing. (h) Except as a tax parcel set forth in Schedule 7.2, there are no other consents or parcels separate from all other tax parcelsapprovals required under the Leases for the consummation of the transactions contemplated by this Agreement.

Real Property. (a) Section 3.4(a2.11(a) of the Disclosure Schedule sets forth a true, complete and accurate list of each parcel of real property owned by any of the Acquired Companies as of the date hereof (collectively, the “Owned Real Property”) and the record owner of such Owned Real Property. The applicable Acquired Company has good, marketable and full and valid legal and beneficial title to all of the Owned Real Property, free and clear of all Encumbrances except for Encumbrances disclosed in the Disclosure Schedule or the relevant excerpt from the land register, and the right to use the Owned Real Property for the conduct of their businesses as presently conducted pursuant to the applicable laws. No applications to land registers for registration are pending with respect to the Owned Real Property. There are no existing or threatened restrictions to the continued use of the Owned Real Property or any circumstances likely to result in such restriction. The Owned Real Properties and all buildings and constructions owned, leased or used by any of the Acquired Companies (i) comply with all material applicable Environmental Laws and other regulations, building, zoning and similar requirements, and (ii) do not contain, and are not affected by, any hazardous substances. (b) Section 2.11(b) of the Disclosure Schedule sets forth a list and legal description of all the Real Property owned each parcel of real property leased by each Subsidiary. Neither a Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent primarily in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule: (i) each Subsidiary has good and marketable title to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances; (ii) the use and operation of the Real Property in connection with the operation of the Business does not violate in any material respect any instrument of record or agreement affecting (the “Leased Real Property;”). Sellers have delivered or made available to Buyer copies of each of the leases for the Leased Real Property listed on Section (iiic) The Owned Real Property comprises all of the real property used or held for use in connection with and necessary for the conduct of the Business in the Ordinary Course of Business as currently conducted by Sellers and the Acquired Companies. To Sellers’ Knowledge, all Owned Real Property is structurally sound, in compliance good operating condition in all material respects with and in a state of good and working maintenance and repair in all applicable buildingmaterial respects, zoningordinary wear and tear excepted. During the Lookback Period, subdivision and other land use or similar Laws, and the Selling Group neither Sellers nor any Acquired Company has not received any written notice of violation any condemnation, expropriation, eminent domain or claimed violations of such Laws; (iv) the applicable Subsidiary similar proceeding materially affecting all or any part of the Seller Group has obtained all material Permits required to use and operate the Owned Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member or Leased Real Property. None of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viii) the Owned Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelscurrently registered in the register of contaminated sites (Kataster der belasteten Standorte in Switzerland).

Real Property. Section 3.4(aReal Property Leases. ----------------------------------- (a) The Emmis Entities do not own any real property which is used in the operation of the Disclosure Station or the Business. Schedule 3.10(a) contains a brief description of all real property leased by the Emmis Entities in connection with the ---------------- operation of Business and the Station as currently operated and each option held by the Emmis Entities to acquire any real property (the “Real Property”). No Real Property other than that listed on Schedule 3.10(a) is used in, held for use in connection with, or necessary for the conduct of the Business or operation of the Station as it is now operated. (b) To the Knowledge of the Emmis Entities, there are no encroachments upon the Real Property by any buildings, structures, or improvements located on adjoining real estate. To the Knowledge of the Emmis Entities, none of the buildings, structures, or improvements (including without limitation any ground radials, guy wires or guy anchors) constructed on the Real Property encroaches upon adjoining real estate, and all such buildings, structures, and improvements are constructed in conformity with or are “grandfathered” with respect to all “setback” lines, easements, and other restrictions, or rights of record, or that have been established by any applicable building or safety code or zoning ordinance. To the Knowledge of the Emmis Entities, such “grandfathered” approvals shall survive indefinitely the transfer of the Real Property to Buyer. To the Knowledge of the Emmis Entities, no utility lines serving the Real Property necessary for the operation of the Station as currently conducted pass over the lands of others except where appropriate easements have been obtained. No guy wires supporting any tower necessary for the operation of the Station as currently conducted pass over the lands of others except where appropriate easements have been obtained. To the Knowledge of the Emmis Entities, neither the whole nor any part of any Real Property leased by the Emmis Entities is subject to any pending or threatened suit for condemnation or other taking by any public authority. To the Knowledge of the Emmis Entities, there exists no writ, injunction, decree, order or judgment, nor any litigation pending or threatened relating to the Emmis Entities' use, lease, occupancy or operation of any of the Real Property. To the Knowledge of the Emmis Entities, their use and occupancy of the Real Property complies with all regulations, codes, ordinances, and statutes of all applicable governmental authorities, including without limitation all environmental protection and sanitary laws and regulations, occupational safety and health regulations, and electrical codes. To the Knowledge of the Emmis Entities, there are no material structural defects in the buildings, structures, and improvements located on the Real Property, roofs are in good condition and repair, and all plumbing equipment, heating, ventilating and air conditioning equipment, electrical wiring, and water and sewage systems are operating properly and are free of any material defects. To the Knowledge of the Emmis Entities, the tower on the Real Property can structurally support all of the permitted equipment necessary for the operation of the Station as currently conducted in accordance with sound engineering practices. To the Knowledge of the Emmis Entities, all Real Property has legal and insurable access from a public roadway for vehicles and by foot. (c) Schedule 3.10(c) sets forth a list and legal description of all the each lease or similar agreement under which an Emmis Entity is lessee of, ---------------- or holds or operates, any Real Property owned by each Subsidiaryany third Person, which are the sole and complete agreements concerning the Emmis Entities' use of the leased premises (the “Real Property Leases”). Each Real Property Lease is legal, valid, binding, enforceable and in full force and effect. Neither Seller owns of the Emmis Entities nor, to the Knowledge of the Emmis Entities, any other party is in default, violation or breach in any respect under any Real Property Lease, and no event has occurred and is continuing that is used constitutes or, with notice or useful for the Business. Sellers have delivered to passage of time or both, would constitute a default, violation or breach thereunder by the Buyers complete and correct copies of all of the following materials relating to such Real PropertyEmmis Entities or, to the extent in Sellers’ Knowledge of the Emmis Entities, by any other party. No amount payable under any Real Property Lease is past due. The Emmis Entities have not received any notice of a default, offset or counterclaim under any Real Property Lease or any other communication asserting non-compliance with any Real Property Lease. The Emmis Entities have the exclusive right to use and occupy that portion of the premises which is exclusively leased to the Emmis Entities under each Real Property Lease. The Emmis Entities enjoy peaceful and undisturbed possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such that portion of the premises leased by the Emmis Entities under the Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reportsProperty Leases. Except as set forth on in Section 3.4(a) of Schedule 3.10(c), the Disclosure Schedule: (i) each Subsidiary has good and marketable title to Emmis Entities' interests under the Real Property, Property Leases are free and clear ---------------- of all Encumbrances other than Permitted Encumbrances, the terms and provisions of such leases and any Encumbrance on the leased property created or caused by the landlord on the leased Real Property. The Emmis Entities have delivered to Buyer, true and complete copies of the Real Property Leases, together, in the case of any Encumbrancessubleases or similar occupancy agreements, except for Permitted Exceptions andwith copies of all other leases. Except as disclosed in Schedule 3.10(c), as of the Emmis Entities have full legal ---------------- power and authority to assign their rights under the Real Property Leases to Buyer in accordance with this Agreement on terms and conditions no less favorable than those in effect on the date hereof, Permitted Encumbrances;and such assignment will not affect the validity, enforceability and continuity of any such lease. (iid) All utilities that are required for the use full and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property; (iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws; (iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has complete occupancy or use of any portion of the Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of Property for the Seller Group has purposes for which such properties are presently being used by the Emmis Entities, including, without limitation, electric, water, sewer, telephone and similar services, have been connected and are in good working order. By the Closing Date, the Emmis Entities will have paid all charges for such utilities, including, without limitation, any knowledge of any fact “tie-in” charges or condition which would result in connection fees, except for those charges that will not become due until after the termination of Closing Date and that are to be prorated between the current access Emmis Entities and Buyer pursuant to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.Section 2.11. ------------

Real Property. Section 3.4(a(a) of Schedule 4.11(a) lists and describes in reasonable detail all interests in real property owned, whether legally or beneficially, by any Company (the Disclosure Schedule sets forth a list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such "Owned Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports"). Except as set forth on in Section 3.4(a) Schedule 4.11(a), the Companies do not own and, to the Knowledge of the Disclosure Schedule:Sellers, have never owned any real property other than the Owned Real Property. (b) Schedule 4.11(b) describes in reasonable detail the real property leased by either Company from a third party (the "Leased Real Property"). With respect to the Leased Real Property, except as set forth on Schedule 4.11(b): (i) each Subsidiary the party identified on Schedule 4.11(b) has good and marketable title to a valid leasehold interest in the Leased Real Property, free and clear of any Encumbrances, except for all Liens (other than Permitted Exceptions and, as of the date hereof, Permitted EncumbrancesLiens); (ii) no Seller Party has received written notice of any condemnation or expropriation proceedings, lawsuits or administrative actions relating to the use and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Leased Real Property; (iii) no Seller Party has received written notice that the use or occupancy of the Leased Real Property violates any covenants, conditions or restrictions that encumber such property, or that any such property is in compliance in all material respects with all applicable building, zoning, subdivision and other land subject to any restriction for which any Permits necessary for the current use or similar Laws, and the Selling Group has thereof have not received any written notice of violation or claimed violations of such Lawsbeen obtained; (iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) there are no member of the Seller Group is a landlord with respect subleases, licenses, concessions or other agreements granting to any Person the right of the Real Property and no party other than a Subsidiary has use or occupancy or use of any portion of the Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Leased Real Property; and (viiiv) Sellers have delivered to the Buyers true, correct and complete copies of the real property leases for the Leased Real Property (including without limitation any amendments and underlying leases) (the "Real Property Leases"). The Real Property Leases contain the entire agreement between the landlord of each Leased Real Property and the appropriate Company (and Seller or Parent if applicable) and there are no other agreements between the landlord and any Seller Party affecting such Leased Real Property. The Real Property Leases are in full force and effect. No material default of the appropriate Company (and Seller or Parent if applicable) has occurred under any of the Real Property Leases nor has any event occurred which, with the giving of notice or the passage of time or both would constitute a material default of the appropriate Company (and Seller or Parent if applicable) thereunder. Any default under the Real Property Leases has been cured within applicable cure periods provided in the Real Property Leases. Without limiting the generality of the foregoing, the appropriate Company (and Seller or Parent if applicable) under the Real Property Leases is assessed by local property assessors as current in the payment of all rent due under the Real Property Leases. To the Knowledge of the Sellers, no material default of the landlord has occurred under any of the Real Property Leases nor has any event occurred which, with the giving of notice or the passage of time or both would constitute a tax parcel or parcels separate from all other tax parcelsmaterial default of the landlord thereunder.

Real Property. Section 3.4(a(a) of the Disclosure Schedule 3.12 sets forth a list the address and legal description of all real estate in which either of the Real Property Companies has an ownership interest (such real estate owned by each Subsidiary. Neither Seller owns any Real Property that the Companies is used or useful for herein referred to as the Business. Sellers have delivered “Owned Property”) and all real property leased by the Companies (such real property leased by the Companies is herein referred to as the Buyers complete and correct copies of all of the following materials relating to such Real “Leased Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports”). Except as set forth on in Section 3.4(a) Schedule 3.12, neither of the Disclosure ScheduleCompanies is a lessee under or otherwise a party to any lease, sublease, license, concession or other agreement, whether written or oral, pursuant to which another Person has granted to either of the Companies the right to use or occupy all or any portion of any real property other than the Leased Property. (b) Lazy Days has good and marketable fee simple title to the Owned Property and, assuming good title in the landlord, a valid leasehold interest in the Leased Property (the Owned Property and the Leased Property being sometimes referred to herein as the “Real Property”), in each case free and clear of all Liens, assessments or restrictions (including, without limitation, inchoate liens arising out of the provision of labor, services or materials to any such Real Property) except for (i) Liens listed or described on Schedule 3.12, or (ii) Permitted Liens. The Real Property constitutes all real properties used or occupied by Lazy Days in connection with the Business or reflected on the Financial Statements. (c) With respect to the Real Property, except as reflected on Schedule 3.12: (i) each Subsidiary has good The Companies are in exclusive possession thereof and marketable title of all easements, licenses or rights required by applicable laws for use and occupancy as are necessary to conduct the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted EncumbrancesBusiness thereon; (ii) no portion thereof is subject to any pending condemnation proceeding or other proceeding by any public or quasi-public authority adverse to the use and operation Real Property and, to the Companies’ Knowledge, there is no Threatened condemnation or other proceeding with respect thereto; (iii) Neither of the Companies is a party to any written or oral agreements or undertakings with owners or users of properties adjacent to any facility located on any parcel of the Real Property relating to the use, operation or maintenance of such facility or any adjacent real property; and (iv) Neither of the Companies is a lessor under or otherwise a party to any lease, sublease, license, concession or other agreement, whether written or oral, pursuant to which either of the Companies has granted to any Person the right to use or occupy all or any portion of the Real Property. (v) other than the right of the Buyer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase the Owned Real Property or any portion thereof or interest therein. Neither of the Companies nor any of their Subsidiaries is a party to any agreement or option to purchase any real property or interest therein. (vi) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof included in the Real Property (the “Improvements”) are in working condition and repair and sufficient for the operation of the Business, normal maintenance, wear and tear excepted. To the Companies Knowledge, there are no structural deficiencies or latent defects currently existing in any of the Improvements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the Business. (vii) Neither of the Companies nor any of their Subsidiaries has received written notice that the Real Property is not in material compliance with applicable building, zoning, subdivision, health and safety and other land use laws, including, without limitation, The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting the Real Property (collectively, the “Real Property Laws”), except as to items which have been previously remedied by the Companies, and, to the Companies’ Knowledge, the current use or occupancy of the Real Property or operation of the Business thereon does not violate in any material respect any instrument of record Real Property Laws. (viii) All water, oil, gas, electrical, steam, compressed air, telecommunications, sewer, storm and waste water systems and other utility services or agreement affecting systems for the Real Property have been installed and are operational and, to the Companies’ Knowledge, sufficient for the operation of the Business as currently conducted thereon, and all hook-up fees or other similar fees or charges which are due and payable have been paid in full. (d) Schedule 3.12 sets forth the address of each Leased Property; , and a true and complete list of all Leases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for each such Leased Property (including the date and names of the parties to such Lease document). The Companies have delivered to the Buyer a true and complete copy of each such Lease document, and in the case of any oral Lease, a written summary of the material terms of such Lease. Except as set forth on Schedule 3.12, with respect to each of the Leases: (i) such Lease is legally, valid, binding, enforceable and in full force and effect; (ii) the assignment of the Lease to the Buyer pursuant to this Agreement does not require the consent of any other party to such Lease, will not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legally, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) the Real Companies’ possession and quiet enjoyment of the Leased Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Lawsunder such Lease has not been disturbed, and to the Selling Group has not received any written notice of violation or claimed violations of Companies’ Knowledge, there are no disputes with respect to such Laws; Lease; (iv) the applicable Subsidiary neither of the Seller Group Companies nor any other party to the Lease is in breach or default under such Lease, and no event has obtained all material Permits required to use and operate occurred or circumstance exists which, with the Real Property in delivery of notice, the manner necessary to conduct passage of time or both, would constitute such a breach or default, or permit the Business by the Seller Group as currently conducted; termination, modification or acceleration of rent under such Lease; (v) no member 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; (vi) neither of the Seller Group is a landlord Companies owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to such Lease except as to any extensions or renewals of any existing Leases or exercise of any expansion or purchase options; (vii) neither of the Real Property and no party other than a Subsidiary Companies has occupancy subleased, licensed or use of otherwise granted any portion of the Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of the Seller Group has or occupy such Leased Property or any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Propertyportion thereof; and (viii) neither of the Real Property is assessed Companies has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (ix) there are no liens or encumbrances on the estate or interest created by local property assessors as such Lease. (e) Schedule 3.12 sets forth a tax parcel description of all material Improvements for each Leased Property. The Companies have good and marketable title to such Improvements, free and clear of all liens and encumbrances, except Permitted Liens, and other than the right of the Buyer, there are no outstanding options, rights of first offer or parcels separate from all other tax parcelsrights of first refusal to purchase any such Improvements or any portion thereof or interest therein.

Real Property. Section 3.4(a(a) of the Disclosure Schedule sets forth a list and legal description of all the Real Property owned by each Seller or its Wholly Owned Subsidiary. Neither Seller , as applicable, owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule: (i) each Subsidiary has good and marketable title fee simple and/or leasehold title, as the case may be, to the Real Property, together with all buildings, improvements, and component parts thereon and all appurtenances and rights thereto. The Real Property will be conveyed to the Buyer free and clear of any Encumbrancesand all Encumbrances other than the Permitted Encumbrances set forth on Schedule 3.11(a). (b) With respect to the Real Property, except for Permitted Exceptions and, as set forth in Schedule 3.11(b): (i) Neither Seller nor any Wholly Owned Subsidiary has received during the past five (5) years written notice of the date hereof, Permitted Encumbrancesa violation of any applicable Legal Requirement; (ii) the use and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the The Owned Real Property; (iii) the , and, to Seller’s Knowledge, Leased Real Property is Property, and its operation are in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Lawszoning ordinances, and the Selling Group has consummation of the transactions contemplated herein will not received result in a violation of any written notice applicable zoning ordinance or the termination of violation any applicable zoning variance now existing, and the buildings and improvements constituting the Real Property comply in all material respects with all building codes; (iii) The Owned Real Property and, to Seller’s Knowledge, Leased Real Property, is subject to no easements, restrictions, ordinances, or claimed violations other limitations on title that could make such property unusable for its current use or the title uninsurable or unmarketable or that materially restrict or impair the use, marketability, or insurability of such Lawsthe Real Property other than the Permitted Encumbrances; (iv) All of the Owned Real Property, and, to Seller’s Knowledge, Leased Real Property, currently in use for the operations of the Hospital Businesses is in compliance in all material respects with the applicable Subsidiary provisions of the Seller Group has obtained all material Permits required Rehabilitation Act of 1973, Title III of the Americans with Disabilities Act, and the provisions of any comparable state statute relative to use accessibility (these laws are referred to, collectively, as the “Accessibility Laws”), and operate there is no pending, noticed, or, to the Knowledge of Seller, threatened litigation, administrative action, or complaint (whether from a state, federal, or local government or from any other person, group, or entity) relating to compliance of any of the Real Property in with the manner necessary to conduct the Business by the Seller Group as currently conductedAccessibility Laws; (v) There are no member tenants or other persons or entities occupying any space in the Owned Real Property other than pursuant to tenant leases described in Schedule 3.11(b), and no tenants have paid rent in advance for more than one month and no rebate, concession, improvement credit or other tenant allowance of any nature is owed to any tenant, nor is any landlord improvement work required, except as disclosed in Schedule 3.11(b); (vi) All material obligations of Seller or any Wholly Owned Subsidiary as landlord required to be performed under each of the Seller Group tenant leases have been performed; (vii) Attached to Schedule 3.11(b) is a landlord with “rent roll” that sets forth for those leases where Seller or any Wholly Owned Subsidiary in respect of the Hospital Businesses is landlord, which contains: (i) the names of then current tenants; (ii) the rental payments for the then current month under each of the leases; (iii) a list of all then delinquent rental payments; (iv) a list of all concessions granted to tenants; (v) a list of all tenant deposits and a description of any application thereof, and (vi) a list of all uncured material defaults under the leases known to Seller or its Wholly Owned Subsidiaries; (viii) Seller or any Wholly Owned Subsidiary has not received written notice of condemnation or of any special assessment relating to any part of the Real Property, of any existing or proposed plans to modify or realign any street or highway, or any existing or proposed eminent domain proceeding by any Government Authority that would result in the taking of all or any part of the Real Property and no party other than a Subsidiary has occupancy or that would adversely affect the current use of any portion part of the Real Property; (viix) immediately following All permanent certificates of occupancy and all other material licenses, permits, authorizations, consents, certificates, and approvals required by all Government Authorities having jurisdiction and the Closing, no person other than one requisite certificates of the Subsidiaries local board of fire underwriters (or other body exercising similar functions) have been issued for the Owned Real Property (and all individual items constituting the Owned Real Property), for their current uses, have been paid for, are in full force and effect, and will have not be invalidated, violated, or otherwise adversely affected by the right transfer of the Real Property to possession the Buyer; and (x) To the Knowledge of Seller, water, sanitary sewer, storm sewer, drainage, electric, telephone, gas, and use other public utility systems are available to the Real Property, as currently developed, and are directly connected to the lines and/or other facilities of the respective public authorities or utility companies providing such services or accepting such discharge, either adjacent to the Real Property or through easements or rights of way appurtenant to and forming a party of the Real Property; (vii) no member ; and, with respect to the Owned Real Property, to the Knowledge of the Seller Group has any knowledge of any fact Seller, such easements or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on have been fully granted, all charges therefor have been fully paid by Seller or adjoining its Wholly Owned Subsidiaries, and all charges for the Real Property; and (viii) aforesaid utility systems and the connection of the Owned Real Property to such systems, including without limitation connections fees, “tie- in” charges, and other charges now or hereafter to become due and payable, have been fully paid by Seller or its Wholly Owned Subsidiaries; and the water and sanitary sewer service described above is assessed supplied by local property assessors as a tax parcel or parcels separate from all other tax parcelspublic authority.

Real Property. Section 3.4(a(a) A list of the locations of each parcel of real property owned by OFSI or the Bank (other than real property acquired in foreclosure or in lieu of foreclosure in the course of the collection of loans and being held by OFSI or the Bank for disposition as required by law) is set forth in the OFSI Disclosure Schedule sets Letter under the heading of “OFSI Owned Real Property” (such real property being herein referred to as the “OFSI Owned Real Property”). A list of the locations of each parcel of real property leased by OFSI or the Bank is also set forth a list and legal description in the OFSI Disclosure Letter under the heading of all “OFSI Leased Real Property” (such real property being herein referred to as the “OFSI Leased Real Property”). OFSI shall update the OFSI Disclosure Letter within ten (10) days after acquiring or leasing any real property after the date hereof. Collectively, the OFSI Owned Real Property owned by each Subsidiary. Neither Seller owns any and the OFSI Leased Real Property that are herein referred to as the “OFSI Real Property.” (b) There is used no pending action involving OFSI or useful for the Business. Sellers have delivered Bank as to the Buyers complete and correct copies title of all or the right to use any of the following materials relating OFSI Real Property. (c) Other than the OFSI Owned Real Property, neither OFSI nor the Bank has any interest in any other real property except interests as a mortgagee, and except for any real property acquired in foreclosure or in lieu of foreclosure and being held for disposition as required by law. (d) None of the buildings, structures or other improvements located on the OFSI Real Property encroaches upon or over any adjoining parcel of real estate or any easement or right-of-way or “setback” line and all such buildings, structures and improvements are located and constructed in conformity with all applicable zoning ordinances and building codes. (e) None of the buildings, structures or improvements located on the OFSI Real Property are the subject of any official complaint or notice by any governmental authority of violation of any applicable zoning ordinance or building code, and there is no zoning ordinance, building code, use or occupancy restriction or condemnation action or proceeding pending, or, to the best knowledge of OFSI’s Management, threatened, with respect to any such building, structure or improvement. The OFSI Real Property is in good condition for its intended purpose, ordinary wear and tear excepted, and has been maintained (as to the OFSI Leased Real Property, to the extent required to be maintained by OFSI or the Bank) in Sellers’ possession accordance with reasonable and prudent business practices applicable to like facilities. The OFSI Real Property has been used and operated in all material respects in compliance with all applicable laws, statutes, rules, regulations and ordinances applicable thereto during OFSI’s or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to the Bank’s ownership or for operation tenancy of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. said property. (f) Except as set forth on in Section 3.4(a) the OFSI Disclosure Letter, and as may be reflected in the Financial Information, and except for liens for taxes not yet due and payable or with respect to such easements, liens, defects or encumbrances, real estate taxes and assessments or other monetary obligations such as contributions to an owners’ association, as do not individually or in the aggregate materially adversely affect the use or value of the Disclosure Schedule: (i) each Subsidiary has OFSI Owned Real Property and which would not have a Material Adverse Effect, OFSI and the Bank have, and at the Effective Date will have, good and marketable title to the their respective OFSI Owned Real Property, free and clear of all liens, mortgages, security interests, encumbrances and restrictions of any Encumbranceskind or character. (g) Except as set forth in the OFSI Disclosure Letter and to the knowledge of OFSI’s Management, OFSI or the Bank has not caused or allowed the generation, treatment, storage, disposal or release at any OFSI Real Property of any Toxic Substance, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances; (ii) the use and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property; (iii) the Real Property is in compliance in all material respects with all applicable buildingfederal, zoningstate and local laws and regulations and except where such noncompliance would not reasonably be expected to have a Material Adverse Effect. “Toxic Substance” means any hazardous, subdivision toxic or dangerous substance, pollutant, waste, gas or material, including, without limitation, petroleum and petroleum products, metals, liquids, semi-solids or solids, that are regulated under any federal, state or local statute, ordinance, rule, regulation or other land use law pertaining to environmental protection, contamination, quality, waste management or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws; (iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelscleanup.

Real Property. Section 3.4(a(i) of Except for such instruments disclosed by registered title to the Disclosure Schedule sets forth a list and legal description of all Project Real Property, the Real Property owned by each Subsidiary. Neither Seller owns any Agreements are all of the agreements, licences, permits, occupancy agreements, encroachment agreements, easements and declarations and all amendments or supplements thereto, between the Vendor or its Affiliates (other than the Project Real Property that is used Vendor) on the one hand, and other Persons, pursuant to which the Vendor or useful for any of its Affiliates (other than the BusinessProject Real Property Vendor) has any rights with respect to the Project Real Property. Sellers There are no outstanding Defaults (or events which would constitute a Default with the passage of time or giving of notice or both) under the Real Property Agreements on the part of the Vendor or, to the Vendor’s Knowledge, on the part of any other party to the Real Property Agreements. Current and complete copies of the Real Property Agreements have been delivered to the Buyers complete Purchaser and correct copies of all none of the following materials relating to such Real PropertyVendor nor any of its Affiliates, or anyone on its or their behalf, is engaged in any current or pending negotiations with respect to the extent in Sellers’ possession renewal, repudiation or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation amendment of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) any of the Disclosure Schedule: (i) each Subsidiary has good and marketable title to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted EncumbrancesProperty Agreements; (ii) The Real Property Agreements grant the Vendor the necessary land use rights for the construction, operation and maintenance of the Project as currently contemplated on the Project Real Property. The Project Real Property is all of the real property necessary for the construction, operation and maintenance of the Project as currently contemplated on the Project Real Property. The Vendor has complied with all of its obligations under the Real Property Agreements. All covenants or restrictions, if any, to which any Project Real Property described in the Real Property Agreements is subject have not been breached in any material respect by the entering into, registration or existence of the Real Property Agreements, and the Vendor has not received any notice of violation (or claimed violation) thereof. To the Vendor’s Knowledge, there are no current or proposed expropriation or condemnation proceedings or exercises of rights of eminent domain with respect to any Project Real Property. Except as set out in Schedule 3.1(t)(ii), there are no registered Liens, or to the Vendor’s Knowledge, any other Liens, in respect of the Project Real Property ranking in priority to the Real Property Agreements; (iii) Each Real Property Agreement has been entered into with the Project Real Property Vendor who was then disclosed as the registered owner of the Project Real Property in the operation records of the Business does not violate Land Registry Office for the Land Registry Division of Manitoulin; (iv) Each Real Property Agreement creates a valid real property interest in any material respect any instrument of record or agreement affecting the Project Real Property; (iiiv) the Each Real Property Agreement is in compliance full force and effect in all material respects with all applicable buildingrespects, zoning, subdivision and other land use or similar Lawsis unamended, and no Default has occurred thereunder which is outstanding or which would prevent the Selling Group has not received any written notice of violation or claimed violations of such Laws; (iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use exercise of any portion options, rights of the Real Propertyrenewal or extensions contained therein; (vi) immediately following Without limiting the Closingforegoing, no person each Real Property Agreement is a legal, valid and binding agreement and is enforceable against the Project Real Property Vendor in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other than one similar laws affecting the enforcement of creditors’ rights generally and subject to the Subsidiaries will have application of general equitable principles and that the right to possession and use availability of specific performance is in the Real Propertydiscretion of a court of competent jurisdiction; (vii) no member of the Seller Group A notice in prescribed form for each Real Property Agreement has any knowledge of any fact or condition which would result been registered in the termination applicable land registry office against the title to the Project Real Property and is sufficient to give subsequent purchasers for value and encumbrancers of interests in the current access to or from Project Real Property effective notice of the Real Property to any presently existing highways, roadsAgreement and the rights of the Vendor thereunder, and rights-of-way on or adjoining all applicable land transfer taxes payable by the Real PropertyVendor, if any, have been paid; and (viii) the The Project Real Property is assessed by local property assessors as has legal access to a tax parcel or parcels separate from all other tax parcels.public highway;

Real Property. Section 3.4(a(a) of the Disclosure Schedule sets forth a list 4.12(a-1) lists all lease and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials sublease agreements relating to such Real Property, to the extent in Sellers’ possession real property leased or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reportssubleased by Delco. Except as set forth on in Section 3.4(a) of the Disclosure ScheduleSchedule 4.12(a-2), with respect to each such lease and sublease: (i) each Subsidiary has good and marketable title such lease or sublease (together with any amendment or supplement thereto listed on Schedule 4.12(a-1) constitutes the entire agreement to which Delco is a party with respect to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrancesreal property leased thereunder; (ii) the use and operation of the Real Property Delco has not assigned, sublet, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the operation of the Business does not violate in any material respect any instrument of record leasehold or agreement affecting the Real Propertysubleasehold; (iii) all facilities leased or subleased thereunder have received all material approvals of Governmental Entities (including all Permits) required in connection with the Real Property is in compliance operation thereof and have been operated and maintained in all material respects in accordance with all applicable buildingLaws; and (iv) there is no action, zoningsuit or proceeding pending against Delco or, subdivision to Delco's Actual Knowledge, any action, suit or proceeding threatened against Delco or any third party that would interfere with the quiet enjoyment of such leased real property after the Closing Date. (b) All of the real property and other land use or similar Lawsfacilities used by Delco, and all components of all improvements included within such property, are in good working order and repair, reasonable wear and tear excepted, and do not require Material repair or replacement in order to serve their intended purposes in all material respects, including use and operation consistent with their present use and operation, except for scheduled maintenance, repairs and replacements conducted or required in the Selling Group ordinary course of the operation of such real property or improvements. (c) Other than options, rights of first refusal or other similar arrangements in favor of Delco under the leases and subleases relating to the real property leased by Delco, Delco has not entered into any Contract, arrangement or understanding with respect to the future ownership, development, use, occupancy or operation of any parcel of real property. (d) There are no pending or threatened or contemplated condemnation or eminent domain proceedings that affect the real property leased by Delco, and Delco has not received any notice, oral or written, of the intention of any Governmental Entity or other Person to take or use all or any part thereof. (e) Since Delco's leasing of the real property leased by Delco, none of such property or any part thereof has suffered any Material damage by fire or other casualty that has not been completely restored. (f) Delco has not received any written notice of violation or claimed violations of such Laws; (iv) the applicable Subsidiary of the Seller Group from any insurance company that has obtained all material Permits required issued a policy to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord Delco with respect to any of its leased real property requiring the Real Property and no party other than a Subsidiary has occupancy or use performance of any portion structural or other repairs or alterations to such property. (g) Delco does not now own, and has never owned any real property. All real property previously leased by Delco is identified as such in Schedule 4.12(g). (h) Each lease and sublease listed on Schedule 4.12(a-1) is a valid, binding and enforceable obligation of Delco, and to Delco's Actual Knowledge of the Real Property; other party or parties thereto, and is in full force and effect. Except as set forth on Schedule 4.12(a-2), (vii) immediately following neither Delco nor, to Delco's Actual Knowledge, any other party thereto, is in Material breach of any term of any such lease and sublease or has repudiated any term of any such lease and sublease; (ii) no event, occurrence or condition exists that, with the Closinglapse of time, no person the giving of notice, or both, would become a Material default under any such lease or sublease by Delco, or, to Delco's Actual Knowledge, any other than one party thereto; (iii) Delco has neither waived nor released any of its Material rights under any such lease and sublease; and (iv) neither Delco, nor the Shareholders, have received any communication questioning the validity or enforceability of any such lease or sublease. Except as set forth on Schedule 4.12(a-2), the execution, delivery and consummation of the Subsidiaries will have transactions contemplated by this Agreement shall not constitute a breach or default under, or give rise to a right of termination under or, to the right to possession and use Actual Knowledge of the Real Property; (vii) no member of the Seller Group has Delco otherwise Materially adversely affect any knowledge provision of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, such leases and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelssubleases.

Real Property. Section 3.4(a(a) Seller shall deliver to Buyer as soon as reasonably possible after the execution of the Disclosure Schedule sets forth a list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct this Agreement copies of all title information in possession of the following materials or available to Seller, including but not limited to abstracts, attorney's opinions on title, surveys, covenants, deeds, environmental studies and easements relating to such the Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:. (ib) each Subsidiary has good and marketable Buyer shall notify Seller in writing within 30 days after the date of receipt of updated abstracts of title to the Real Property, free and clear Property of any Encumbrancesmortgages, except for Permitted Exceptions andpledges, as of the date hereofmaterial liens, Permitted Encumbrances; (ii) the encumbrances, restrictions, reservations, tenancies, encroachments, overlaps or other title exceptions or zoning or similar land use and operation of violations relating to the Real Property in to which Buyer reasonably objects (the operation "Title Defects"). Buyer agrees that Title Defects shall not include real property taxes not yet due and payable and easements, restrictions, encroachments, other title exceptions and rights of way which do not materially interfere with the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property; (iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws; (iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property. Seller shall correct any such Title Defect to Buyer's reasonable satisfaction, but such correction need not be completed prior to the Closing. (c) Buyer shall have the right to update title matters at Closing for any change which may have arisen after the date of Buyer's original title search. If such update indicates any new Title Defects, Seller shall cure any such Title Defect to Buyer's reasonable satisfaction, but such cure need not be completed prior to the Closing. (d) Buyer shall have the right to conduct such investigation of environmental matters with respect to the Real Property as it may reasonably require and shall report the results of any such investigation to Seller no later than 45 days after the date of this Agreement. If Buyer fails to timely conduct such investigation or if such investigation does not identify the presence of any hazardous substance above state or federal action levels, Buyer shall accept the Real Property in its "as is" condition and shall release Seller from any claims or damages relating to the environmental condition or status of the Real Property. In the event the investigation is timely undertaken and identifies any purported violations of state or federal environmental laws or regulations, Seller shall, at Seller's expense, undertake the necessary environmental activities that shall be required by the appropriate governmental agency with respect to such environmental matters provided Seller shall have: (1) The right to contest any agency determination as to required environmental activities; (vii2) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current The right to access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Propertyextent necessary to enable Seller to undertake the necessary environmental activities; and (viii3) The right to impose reasonable restrictive covenants and/or environmental easements on the Real Property is assessed by local property assessors property, such as a tax parcel prohibition against drilling a drinking water well on the property, so long as such covenants or parcels separate from all other tax parcelseasements will not have a material adverse effect on the use of the property for commercial purposes.

Real Property. Section 3.4(a(a) of the The Company Disclosure Schedule sets forth a list and legal description of all real property owned by the Company and any of its Subsidiaries (the “Owned Real Property”). The Company Disclosure Schedule sets forth a list of all real property leased or subleased by or to the Company or its Subsidiaries and used in connection with the Company’s or any of its Subsidiaries’ respective business (the “Leased Real Property”) (the Owned Real Property owned by each Subsidiary. Neither Seller owns any and the Leased Real Property that is used or useful for are collectively referred to as the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such “Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. ”). (b) Except as set forth on in Section 3.4(a) of the Company Disclosure Schedule, with respect to each parcel of Owned Real Property: (i) each Subsidiary The Company or one of its Subsidiaries has good and marketable fee simple title to the such parcel of Owned Real Property, free and clear of any Encumbrancesall Encumbrances other than (A) Encumbrances for Taxes, except for Permitted Exceptions andassessments or governmental charges or levies on such Owned Real Property not yet delinquent or the validity of which are being contested in good faith by appropriate proceedings; (B) leases, as subleases and similar Contracts listed in the Company Disclosure Schedule; (C) zoning, building, land use or planning restrictions, permits, laws and regulations and other governmental or non-governmental restrictions or limitations; (D) easements, rights of way, encroachments, or imperfections of title and surface rights filed in the date hereof, Permitted Encumbrances; (ii) public records or which are reflected on the Surveys that do not materially and adversely interfere with the present use and operation of the such Owned Real Property in the operation of the Company’s or the applicable Subsidiary’s business as currently conducted; (E) liens incurred in the Ordinary Course of Business does in respect of pledges or deposits under workers’ compensation laws or similar legislation; and (F) carriers’, landlord’s, workmen’s, warehousemen’s, mechanics, laborer’s, materialmen’s or other similar liens arising or incurred in the Ordinary Course of Business (collectively, “Permitted Encumbrances”). (ii) The Company has not violate in granted any material respect options or rights of first refusal to purchase, lease or use any instrument of record the Owned Real Property or agreement affecting the Real Property;any portions thereof that remain outstanding. (iii) Except as set forth on the Surveys, the improvements on the Owned Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and are located within the Selling Group has not received any written notice of violation or claimed violations boundary lines of such Laws;parcels of real property. (iv) Except as set forth on the applicable Subsidiary Surveys, there are no encroachments upon the Owned Real Property from adjacent properties nor encroachments of any improvement located on the Seller Group has obtained all material Permits required to Owned Real Property upon adjoining land in each case that materially and adversely interfere with the present use and operate the of such Owned Real Property in the manner necessary to conduct operation of the Business by Company’s or the Seller Group applicable Subsidiary’s business as currently conducted;. (v) no member The Company has furnished to the Purchaser complete copies of existing title insurance policies (“Title Policies”) and surveys (“Surveys”) relating to the Owned Real Property, which Title Policies and Surveys accurately reflect the current status of title to and condition of such Owned Real Property. (c) Except as set forth in the Company Disclosure Schedule, with respect to the Leased Real Property: (i) Each of Contracts pursuant to which the Company or one of its Subsidiaries leases or subleases the Leased Real Property (the “Real Property Leases”) is a legal, valid and binding obligation of the Seller Group is Company or one of its Subsidiaries, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors’ rights generally and the availability of injunctive relief and other equitable remedies. No event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Real Property Lease by the Company or one of its Subsidiaries, or to the Company’s Knowledge, by any other party to the Real Property Leases. (ii) The Company has made available to the Purchaser a landlord true and complete copy of every Real Property Lease. (iii) Except as set forth on the Surveys, the improvements on the Leased Real Property are located within the boundary lines of such parcels of real property. (iv) Except as set forth on the Surveys, there are no encroachments upon the Leased Real Property from adjacent properties nor encroachments of any improvement located on the Leased Real Property upon adjoining land in each case that materially and adversely interfere with the present use of such Leased Real Property in the operation of the Company’s or the applicable Subsidiary’s business as currently conducted. (d) Except as set forth in the Company Disclosure Schedule, with respect to the Real Property: (i) The Company has not entered into any leases, subleases, licenses, occupancy or other agreements granting to any Person the right of use or occupancy of any portion of the parcels of the Real Property. (ii) The Company has not received an written notice of any pending or threatened, condemnation or eminent domain proceedings (or negotiations regarding transfers in lieu thereof), or Actions relating to any of the Real Property or any portion thereof that would materially and adversely affect the current use thereof. (iii) The Real Property includes all real property necessary for the conduct of the business and is adequate to conduct the operations of the Company and its Subsidiaries as currently conducted. (iv) With respect to improvements located on the Real Property that constitute a part of the Owned Real Property or the Leased Real Property, such improvements are in operating condition, normal wear and tear excepted and such improvements are reasonably suitable for the purpose for which such improvements are presently used and no party other than material maintenance has been deferred which would have a Subsidiary has occupancy or use Material Adverse Effect on the Company. (v) Neither the Company nor its Subsidiaries have received notice of termination of any portion of utilities used in the Real Property;business as the Company and its Subsidiaries presently conducts business. (vi) immediately following the Closing, no person other than one The operation of the Subsidiaries will have the right to possession and Company’s business as presently conducted is a use of the Real Property;permitted under applicable zoning ordinances. (vii) no member of the Seller Group has any knowledge of any fact or condition which would result Except as set forth in the termination of Company Disclosure Schedule, at any time within the current access to or from past four months, no improvements have been made on the Real Property with materials, delivered to or labor performed on the Real Property that have not been completely paid for, which might form the basis of a mechanic’s or similar lien against such Real Property, nor has the Company or any presently existing highways, roads, and rights-of-way on of its Subsidiaries received a copy of an affidavit of a mechanic’s or adjoining similar lien which may be filed against the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.

Real Property. Section 3.4(a(a) Schedule 3.09 contains a correct and complete description (including, without limitation, a legal description) of the Disclosure Schedule sets forth a list and legal description of all the Goshen Real Property owned by each Subsidiary. Neither Seller owns any and the Xxxxxx Real Property that is used or useful (for purposes of this Agreement, the Goshen Real Property and the Xxxxxx Real Property are sometimes collectively referred to as the "Real Property"). Any and all rights and easements for public vehicular ingress thereto and egress therefrom (including curb cut rights from all adjacent public streets) necessary for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except Business as set forth on in Section 3.4(a) of the Disclosure Schedule: (i) each Subsidiary has good and marketable title presently conducted by Seller are available to the Real Property. To the Knowledge of Seller, free and clear of Xx. Xxxxxx or the Shareholder, no facts or circumstances exist which do, or potentially may, adversely affect any Encumbrances, except for Permitted Exceptions and, as of the date hereofordinary rights of access to and from the Real Property, Permitted Encumbrances;from and to the existing public highways and roads, and there is no pending or threatened denial, revocation, modification or restriction of such access. (iib) All public and private utilities required for the use and operation of the Real Property and the Business either enter the Real Property through adjoining public streets or, if they enter through adjoining private land, do so in accordance with valid recorded public easements or private easements which will inure to the benefit of Purchaser and all of such public and private utilities are installed and operating and all installation and connection charges have been paid in full. (c) To the Knowledge of Seller, Xx. Xxxxxx or the Shareholder, no zoning or similar land use restrictions are presently in effect or proposed by any Governmental Authority that would impair the operation of the Business does not violate in as presently conducted by Seller or that would impair the use, occupancy and enjoyment of any material respect any instrument of record or agreement affecting the Real Property; (iii) . All of the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other zoning or similar land use or similar Lawsrestrictions of all Governmental Authorities having jurisdiction thereof and with all recorded restrictions, covenants and the Selling Group has not received any written notice of violation or claimed violations of such Laws; (iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord with respect to conditions affecting any of the Real Property and no party Seller or Xxx. Xxxxxx has performed all affirmative covenants relating to the Real Property and required to be performed by Seller or Xxx. Xxxxxx. Neither Seller nor Xxx. Xxxxxx has received any notice from any Governmental Authority or Third Party with regard to encroachments on or off the Real Property, violations of building codes, zoning, subdivision or similar Laws or other than a Subsidiary has occupancy or use material defects in the good, valid, marketable and insurable fee simple title of any portion said Real Property. None of the Real Property;Property or the current uses thereof constitutes a nonconforming use or a "grandfathered" use under any applicable zoning or building codes. (vid) immediately following the Closing, no person other than one As of the Subsidiaries Closing Date, there will have the right to possession and use of the Real Property; (vii) be no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from Contracts affecting the Real Property to or any presently existing highways, roadspart thereof, and rights-there will be no Persons in possession of-way on , or adjoining the Real Property; and (viii) with rights to possess, the Real Property or any part thereof other than Seller. There are no leases or other occupancy agreements, written or oral, in effect affecting the Real Property or any part thereof. (e) To the Knowledge of Seller, Xx. Xxxxxx or the Shareholder, no claim or right of adverse possession by any Third Party has been claimed or threatened with respect to the Real Property and none of such property is assessed subject to any Order for its sale, condemnation, expropriation or taking (by local property assessors as a tax parcel eminent domain or parcels separate from all other tax parcelsotherwise) by any Governmental Authority nor has any such sale, condemnation, expropriation or taking been proposed or threatened.

Real Property. Section 3.4(a) Schedule 8.8 identifies all of the Disclosure Schedule sets forth a list real property owned by Holdings and legal description its Subsidiaries (collectively, the “Owned Real Property”), and any leases, subleases, licenses or other occupancy agreements, property management contracts, or other agreements affecting the use, occupation, and management of all the Owned Real Property. Each of Holdings and its Subsidiaries, as the case may be, has record fee title to the Owned Real Property owned by each Subsidiary. Neither Seller owns any it, subject to no Encumbrances other than Permitted Encumbrances, and there are no contractual or legal restrictions that preclude or restrict the ability to use the Owned Real Property that is used or useful for the Businesspurposes for which it is currently being used. Sellers have delivered There are no outstanding options, rights of first offer or rights of first refusal to any third party to purchase, lease or otherwise occupy the Buyers complete and correct copies of all of the following materials relating Owned Real Property or any portion thereof. The Seller has provided, or caused to such Real Propertybe provided, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule: (i) each Subsidiary has good and marketable title to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions andPurchaser, as of the date hereof, Permitted correct and complete copies of all deeds, mortgages, deeds of trust, other Encumbrances; (ii) , title insurance policies or commitments, surveys, certificates of occupancy, Permits, environmental reports, appraisals, title and other documents relating to or otherwise affecting the use Owned Real Property, the operations of Holdings and operation its Subsidiaries thereon, or any other uses thereof, in the possession of Holdings and its Subsidiaries. Neither Holdings nor its Subsidiaries has entered into contract for the sale of the Owned Real Property in or any portion thereof, or leased, subleased, licensed or otherwise granted to any Person the operation of right to use or occupy the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property; (iii) the Owned Real Property is in compliance in or any portion thereof, and no other Person has any right to use or occupy the Owned Real Property or any portion thereof. The Purchaser shall accept title to the Owned Real Property subject to all material respects with all applicable present and future zoning, building, zoning, subdivision environmental and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws; (iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord Laws having jurisdiction with respect to any the Owned Real Property. To the Knowledge of the Real Property and Holdings, there are no party other than a Subsidiary has occupancy condemnation proceedings or use eminent domain proceedings of any portion of the kind pending or threatened against any Owned Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.

Real Property. (a) Each material lease, sublease, license or other occupancy agreement (each, a “Lease”) pursuant to which any of the Business Subsidiaries leases, subleases, licenses or occupies real property (the “Leased Real Property”) is legal, valid, binding and in full force and effect, enforceable against the parties thereto (subject to the Enforceability Limitations), and the applicable Business Subsidiary has or will have, following the Separation, good and valid leasehold title interest in each Leased Real Property pursuant to such Lease, free and clear of all Encumbrances other than Permitted Encumbrances. With respect to each Leased Real Property, (i) there are no material defaults by a Business Subsidiary and, to the Knowledge of Seller, there are no material defaults by any other party to such Lease under such Lease, (ii) except as set forth on Section 3.4(a3.14(a)(ii) of the Disclosure Schedule sets forth a list and legal description Schedules, none of all the Business Subsidiaries have subleased, licensed or otherwise granted anyone the right to use or occupy such Leased Real Property owned or any portion thereof or have collaterally assigned or granted any other security interest in any such leasehold estate or any interest therein, (iii) there is no condemnation or other proceeding in eminent domain pending, or, to the Knowledge of Seller, threatened, affecting any portion of such Leased Real Property, (iv) the Leased Real Property is adequate to permit the use thereof in the manner that it is currently utilized by each Subsidiary. Neither Seller owns the Business Subsidiaries and none of the Business Subsidiaries has received written notice of any default under any restrictive covenants or zoning regulations of any Governmental Authority affecting the Leased Real Property that is used remains uncured, and no event has occurred that would constitute such a default, except, in each case, as would not, individually or useful for in the Business. Sellers aggregate, reasonably be expected to have delivered a Business Material Adverse Effect, and (v) there are no outstanding options, rights of first offer, rights of first refusal or other purchase options with respect to the Buyers complete any Leased Real Property or any portion thereof. (b) The Business Subsidiaries have valid and correct copies of good title to all of the following materials relating to such real property owned in fee by the Business Subsidiaries (the “Owned Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule: (i) each Subsidiary has good and marketable title to the Real Property”), free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Encumbrances other than Permitted Encumbrances; . With respect to each Owned Real Property, (i) there are no leases, subleases, licenses or occupancy agreements pursuant to which any third party is granted the right to use the Owned Real Property or any portion thereof, (ii) there are no outstanding options, rights of first offer or rights of first refusal in favor of any third party to purchase the use and operation of the Owned Real Property or any portion thereof or interest therein, (iii) there is no condemnation or other proceeding in eminent domain pending, or, to the operation Knowledge of Seller, threatened, affecting any portion of such Owned Real Property, and (iv) none of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property; (iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group Subsidiaries has not received any written notice of violation any default under any restrictive covenants or claimed violations zoning regulations of any Governmental Authority affecting the Owned Real Property that remains uncured, and no event has occurred that would constitute such Laws;a default, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect. (ivc) the applicable Subsidiary Section 3.14(c) of the Seller Group has obtained all material Permits required to use Disclosure Schedules contains a complete and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member correct list of the Seller Group is a landlord with respect to any of the (i) Owned Real Property and no party other than a Subsidiary has occupancy or use of any portion of the (ii) Leased Real Property; . Seller has made available to Purchaser a true, correct and complete copy of each Lease with respect thereto (vi) immediately following the Closingincluding all amendments, no person other than one of the Subsidiaries will have the right to possession modifications and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelssupplements thereto).

Real Property. Section 3.4(a(a) At the Effective Date, to the Knowledge of Seller, Schedule 3.14(a) of the Disclosure Schedule sets forth a list and legal description of Schedules lists all the material Real Property owned by each SubsidiaryRights of Laredo HoldCo, Tapestry HoldCo and the Subsidiaries in the land described therein and appurtenances thereto (collectively, the “Land”). Neither Seller owns any Real Property that is used or useful for As of the Business. Sellers have delivered to the Buyers complete and correct copies of Closing Date, Schedule 3.14(a) will list all of the following materials relating to such material Real PropertyProperty Rights in the Land held by Laredo HoldCo, to Tapestry HoldCo and the extent Subsidiaries. The Land is free and clear of all Liens except (x) for Permitted Exceptions and (y) as disclosed in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. the Title Policies. (b) Except as set forth on in Section 3.4(aSchedule 3.14(b) of the Disclosure Schedule:Schedules, neither Laredo HoldCo, Tapestry HoldCo nor any Subsidiary 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. (ic) each Except as set forth on Schedule 3.14(c) of the Disclosure Schedules or the Title Policy, neither Laredo HoldCo, Tapestry HoldCo nor any Subsidiary has good and marketable title caused or suffered to the Real Propertyexist any easement, free and clear of any Encumbrancesright-of-way, except for Permitted Exceptions andcovenant, as of the date hereofcondition, Permitted Encumbrances; (ii) the use and operation of the Real Property in restriction, reservation, license, agreement or other similar matter that would materially interfere with the operation of the Business does not violate in any material respect any instrument Facilities or the business of record Laredo HoldCo, Tapestry HoldCo or agreement affecting the Real Property;Subsidiaries. (iiid) the The Real Property is in compliance in Rights are all material respects with all applicable buildingthe real property rights necessary for Laredo HoldCo, zoning, subdivision and other land use or similar Laws, Tapestry HoldCo and the Selling Group Subsidiaries to operate the Facilities in the manner in which they are currently being operated. (e) The Facilities currently have access to and receive service from all utilities necessary to operate the Facilities in the manner in which they are currently being operated. (f) None of Seller, Laredo HoldCo, Tapestry HoldCo nor any Subsidiary has not received any written notice of violation (i) condemnation, eminent domain or claimed violations of such Laws; (iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property similar governmental proceeding materially affecting, individually or in the manner necessary to conduct aggregate, the Business by the Seller Group as currently conducted; Facilities or (vii) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy zoning, ordinance, building, fire, health, or use of any portion of the Real Property; (vi) immediately following the Closingsafety code violations materially affecting, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact individually or condition which would result in the termination of aggregate, the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsFacilities.

Real Property. (a) Section 3.4(a1.1(b) of the Disclosure Schedule sets forth a list lists and legal description of describes briefly all the Owned Real Property owned by the Seller. With respect to each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies such parcel of all of the following materials relating to such Owned Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule: (i) each Subsidiary the Seller has good and marketable title to the Owned Real Property, free and clear of any Encumbrances, Lien except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances; Liens; (ii) there are no pending or, to the use and operation Knowledge of the Real Property in Seller or the operation of Shareholders, threatened, condemnation proceedings, lawsuits or administrative actions relating to the Business does not violate in any material respect any instrument of record or agreement affecting the Owned Real Property; ; (iii) the legal description for Owned Real Property is contained in compliance the deed thereof describes such Owned Real Property fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land, are not in all material respects with all violation of applicable buildingsetback requirements, zoningzoning laws and ordinances (and none of the Owned Real Property or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classification), subdivision and other land use or similar Lawsdo not encroach on any easement that may burden the land, and the Selling Group has land does not received serve any written notice adjoining property for any purpose inconsistent with the use of violation the land, except as is set forth on Section 2.14 of the Disclosure Schedule, the property is not located within any flood plain or claimed violations subject to any similar type restriction for which any material Assigned Licenses have not been obtained and access to the property is provided by paved public right of such Laws; way with adequate curb cuts available; (iv) all facilities have received all approvals of Governmental or Regulatory Authorities (including Licenses) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; Laws; (v) no member except as set forth in Section 2.14 of the Seller Group is a landlord with respect Disclosure Schedule, there are no Leases, subleases, Licenses, concessions, easements, servitudes, rights-of-way, encumbrances or other Contracts granting to any party or parties the right of the Real Property and no party other than a Subsidiary has use or occupancy or use of any portion of the Owned Real Property; ; (vi) immediately following neither the ClosingLeases, no person other than one subleases, Licenses, concessions, easements, servitudes, rights-of-way, encumbrances or Contracts set forth in Section 2.14 of the Subsidiaries will Disclosure Schedule nor the enforcement of any rights thereunder by any party thereto have or may have a material adverse impact on the right Buyer's ability to possession continue to operate the Owned Real Property as a terminal facility in the same manner as the Seller has operated the same prior to the Closing Date and use of the Real Property; (vii) no member of with respect to the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highwayseasements, roads, licenses and rights-of-way comprising the Owned Real Property, the Seller has good and indefeasible title to or interests therein sufficient to enable the Buyer, as the Seller's successor in interest, to use and operate the Purchased Assets in a reasonable and customary manner, free and clear of Liens except Permitted Liens. (b) Section 1.1(c) of the Disclosure Schedule contains a true and correct list of each parcel of Leased Real Property. The Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in such Leases. The Seller has adequate rights of ingress and egress with respect to the Leased Real Property and all buildings, structures, facilities, fixtures and other improvements thereon. None of such Leased Real Property, buildings, structures, facilities, fixtures or other improvements, or the current use thereof, contravenes or violates any building or zoning Law, or any administrative, occupational safety and health or other applicable Law, in each case, in any material respect (whether or not permitted on the basis of prior nonconforming use, waiver or variance). (c) The Seller has a valid leasehold interest in and the right to quiet enjoyment of the Leased Real Property for the full term of the lease thereof. Each lease covering the Leased Real Property is a legal, valid and binding agreement enforceable in accordance with its terms against the Seller and, to the Knowledge of the Seller and the Shareholders, each other Person that is a party thereto, and the Seller is not in, and neither the Seller nor any Shareholder has received notice of any, default (or any condition or event that, after notice or lapse of time or both, would constitute a default) thereunder. Neither the Seller nor, to the Knowledge of the Seller and the Shareholders, any other party to any Assigned Lease, is in breach or default, and no event has occurred that, with notice or lapse of time, could reasonably be expected to constitute such a breach or default or permit termination, modification or acceleration under such Assigned Lease. Neither the Seller nor any Shareholder owes any brokerage commission with respect to any such Leased Real Property. (d) The Seller has delivered to the Buyer prior to the execution of this Agreement true and complete copies of (i) all deeds, leases, mortgages, deeds of trust, certificates of occupancy, title insurance policies, title reports, surveys, easements, licenses, rights of way, restrictions and similar documents, and all amendments thereof, with respect to the Owned Real Property and (ii) all Leases (including any amendments and renewal letters). (e) Except as set forth in Section 2.14 of the Disclosure Schedule, there are no tenants or other parties in possession of any Real Property included in the Purchased Assets. No Person has any right to purchase, or holds any right of first refusal to purchase, such properties. (f) All public utilities, including, without limitation, water and wastewater, have been extended to a boundary line of each tract of the Real Property through adjoining public streets, or if they pass through adjoining private land, do so in accordance with validly existing easements permitting such use, and all installation and connection charges necessary to use such public utilities have been paid in full. All facilities located on the Real Property are supplied with utilities and other services, including gas, electricity, water, telephone, sanitary sewer and storm sewer as are necessary for their current use, all of which services are in accordance with all applicable Laws and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting the Real Property; and (viii) . The improvements on the Real Property is assessed by local property assessors as are in good operating condition and in a tax parcel state of good maintenance and repair, ordinary wear and tear excepted, and are adequate and suitable for the purposes for which they are presently being used and there are no condemnation or parcels separate from all other tax parcelsappropriation proceedings pending or, to the Knowledge of the Seller or the Shareholders, threatened, against any such Real Property or the improvements thereon.

Real Property. Section 3.4(a(a) Seller agrees to deliver to Purchaser as soon as reasonably possible after the execution of the Disclosure Schedule sets forth a list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct this Agreement copies of all title information in possession of the following materials or available to Seller, including but not limited to title insurance policies, attorney's opinions on title, surveys, covenants, deeds, notes and deeds of trust and easements relating to such the Real Property. In addition, Seller agrees to provide any plans and specifications, engineering reports, soil reports, environmental reports, appraisals and similar information it may have, if any, relating to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except Such delivery shall constitute no warranty hereunder or otherwise by Seller as set forth on in Section 3.4(a) of to the Disclosure Schedule:accuracy or completeness thereof or that Purchaser is entitled to rely thereon. (ib) each Subsidiary has good and marketable Purchaser agrees to review title to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as Property within 45 days of the date hereofof this Agreement, Permitted Encumbrances; and to notify Seller in writing within such 45 day period of any mortgages, pledges, environmental matters, material liens, encumbrances, restrictions, reservations, tenancies, encroachments, overlaps or other title exceptions or zoning or similar land use violations related to the Real Property and materially and adversely affecting its value to which Purchaser reasonably objects (ii) collectively, the "Title Defects"). Purchaser agrees that Title Defects shall not include real property taxes not yet due and payable and easements and rights of way of record which do not materially interfere with the use and operation of the Real Property in the operation as a Branch Office. Seller shall make a good faith effort to correct any such Title Defect to Purchaser's reasonable satisfaction at least 10 days prior to Closing; PROVIDED, HOWEVER, that Seller shall not be obligated to bring any lawsuit or make any payments of the Business money (except to pay liens that Seller does not violate dispute in good faith) to cure a Title Defect. If Seller is unable to cure any material such Title Defects to Purchaser's reasonable satisfaction, Purchaser shall have the option either to terminate this Agreement with respect any instrument to the purchase of record or agreement affecting the Real Property; (iii) the Real Property is of the Branch Office having such Title Defects or to receive title in compliance in all material respects its then existing condition. Upon termination of this Agreement with all applicable buildingrespect to the Real Property of any Branch Office pursuant to this Section 1.10, zoning, subdivision and neither party shall have any further liability to the other land use or similar Lawsparty under this Agreement with respect to such Branch Office Real Property, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;Purchase Price shall be adjusted accordingly. (ivc) Purchaser shall have the applicable Subsidiary right to update title matters at Closing for any changes which may have arisen since the date of Purchaser's original title search. If such update indicates any new Title Defects, Seller may elect upon notice to Seller specifying the new Title Defects, if any, to delay the Closing with respect to the Real Property of the affected Branch Office for up to 30 days while Seller Group has obtained all makes a good faith effort to cure any such Title Defect to Purchaser's reasonable satisfaction; provided that Seller shall not be obligated to bring any suit or action or make any payments of money (except to pay liens that Seller does not dispute in good faith) to cure a Title Defect. If Seller is unable to cure any such Title Defect within such 30 day period, Purchaser shall have the option to receive title in the then existing condition or to terminate this Agreement with respect to such purchase of the Real Property of the affected Branch Office, in which event neither party shall have any further liability to the other party under this Agreement with respect to the Real Property of the affected Branch Office, and the purchase price shall be adjusted accordingly. (d) Purchaser shall have the right to conduct such examination and investigation of structural and environmental matters with respect to the Real Property as it may reasonably require and shall report the results of any such investigation to Seller no later than 45 days after the date of this Agreement; PROVIDED, HOWEVER, that without the prior written consent of Seller, Purchaser shall not conduct any ground water monitoring or install any test well or undertake any other investigation which requires a permit or license from, or the reporting of the investigation or the results thereof to, a local or state environmental regulatory authority or the United States Environmental Protection Agency. Seller shall have the right, but not the obligation, to cure any violation of Law relating to the environment or structural defects which are discovered by Purchaser's investigation. If Seller either refuses to give such written consent or refuses to cure any material Permits required violation of law relating to use and operate the environment or material structural defect, Purchaser shall have the option either to purchase the Real Property in the manner necessary its then existing condition or to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord terminate this Agreement with respect to the affected Branch Office Real Property, in which event neither party shall have any further liability to the other under this Agreement with respect to such Branch Office Real Property, and the Purchase Price to be paid by Purchaser shall be adjusted accordingly. (e) In the event of any material damage to or destruction of the Real Property, or any material portion thereof, or in the event of any taking or filing of a condemnation action against the Real Property, or any material portion thereof prior to Closing, Purchaser may elect to: (i) terminate this Agreement with respect to the Real Property by giving notice to Seller, whereupon the provisions of this Agreement solely with respect to the Real Property shall terminate and the parties shall be relieved of and released from any and all further rights, duties, obligations and liabilities hereunder with respect to the sale of the Branch Office Real Property and the Purchase Price to be paid by Purchaser shall be adjusted accordingly; or (ii) consummate the purchase of the Real Property without any reduction of or adjustment to the Purchase Price, whereupon at Closing, Seller shall pay to Purchaser all insurance proceeds then received by Seller and no party all condemnation awards and other than a Subsidiary has occupancy payments in connection with the exercise of the power of eminent domain then received by Seller, and in addition, Seller shall transfer and assign to Purchaser all rights of Seller with respect to payments for damages or use compensation on account of such damages, destruction, taking or threat of taking. Seller shall notify Purchaser promptly upon Seller having actual knowledge of the occurrence of any damage, destruction, taking or written notice of a proposed taking affecting the real Property. The term "material portion" of the Real Property as used herein shall mean a portion of the Real Property; (vi) immediately following Property having a value in excess of $100,000, or the Closing, no person other than one loss of the Subsidiaries which will have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from render the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors unusable as a tax parcel or parcels separate from all other tax parcelsbranch banking facility.

Real Property. Section 3.4(a(a) of the Disclosure [Intentionally Blank] (b) Schedule 4.6(b)(i) sets forth a true, correct and complete list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Owned Real Property, to specifying the extent street address, the current owner and the current use of each parcel of Owned Real Property in Sellers’ possession which Seller has any title interest and which is related to, used, useful or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or held for operation use in the conduct of such the Business (the “Owned Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports”). Except as set forth on in Section 3.4(a) of the Disclosure Schedule: (i) each Subsidiary for Permitted Encumbrances, Seller has good and marketable title in the Owned Real Property set forth on Schedule 4.6(b). To Seller’s Knowledge, other than as noted on Schedule 4.6(b)(i), none of the Owned Real Property is subject to any lease or grant to any Person of any right to the use, purchase, occupancy or enjoyment of such Owned Real Property, free and clear of Property or any portion thereof required to conduct the Business. Except for Permitted Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances; (ii) the use and operation of the Owned Real Property in the operation of the Business does is not violate subject to any obligations, interests, Claims, Liabilities, or Encumbrances or to any use restrictions, exceptions, reservations or limitations, which in any material respect interfere with or impair the present and continued use thereof in the Ordinary Course of Business and in the same manner after the Closing as conducted by Seller prior to Closing. There are no pending or, to Seller’s Knowledge, threatened condemnation proceedings relating to any instrument of record or agreement affecting the Owned Real Property; . Schedule 4.6(b)(ii) sets forth a true, correct and complete list of buildings owned by Seller which are subject to a Ground Lease (iii) the “Owned Buildings”), and which are related to, used, useful or held for use in the conduct of the Business, specifying the street address and applicable Ground Lease. Each of the Owned Buildings is subject to the applicable Ground Lease landlord’s automatic reversionary interest upon expiration or termination of the Ground Lease. Other than as noted in Schedule 4.6(b)(ii), none of the Owned Buildings are subject to any sublease or grant to any Person of any right to the use, purchase, occupancy or enjoyment of such Owned Buildings or any portion thereof required to conduct the Business. Except for Permitted Encumbrances, the Owned Buildings are not subject to any obligations, interests, Claims, Liabilities, or Encumbrances or to any use restrictions, exceptions, reservations or limitations, which in any material respect interfere with or impair the present and continued use thereof in the Ordinary Course of Business and in the same manner after the Closing as conducted by Seller prior to Closing. Since January 1, 2016, the Seller have not received written notice from any governmental authority with respect to the Owned Real Property is in compliance in all material respects with all applicable relating to: (i) violations of building, zoning, subdivision safety and other land use fire ordinances or similar Laws, and the Selling Group has regulations which are not received remedied or uncorrected; (ii) claims of any written notice of violation material defect or claimed violations of such Laws; (iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord deficiency with respect to any of such properties which are not remedied or uncorrected; or (iii) requests for the Real Property and no party performance of any repairs, alterations or other work reasonably expected to cost more than $50,000 in any single instance or $100,000 in the aggregate of all such instances to the such real property, other than a Subsidiary has occupancy or use of any portion of the Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of which the Seller Group has any knowledge of any fact remedied or condition which would result in corrected. To Seller’s Knowledge, the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viii) the Owned Real Property is assessed by local property assessors as a tax parcel not subject to any material special assessment, assessment for improvements, municipal charge or parcels separate from all other tax parcelssimilar charge or assessment.

Real Property. (a) Section 3.4(a4.17(a) of the Company Disclosure Schedule sets forth lists the street address of each parcel of real property owned or leased by the Company (collectively, the "Real Property"), together with a list designation as to whether such real property is owned or leased. (b) Except as described in Section 4.17(b) of the Company Disclosure Schedule, there is no material violation of any Law (including, without limitation, any building, planning or zoning law) relating to any of the Real Property. The Company has made available to Parent true and legal description complete copies, for each parcel of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Propertyit and, to the extent in Sellers’ possession available, for each parcel of Real Property leased or control: subleased by it, all deeds, title insurance policies policies, title reports, surveys, certificates of occupancy, environmental reports and commitments; deeds; encumbrance and easement audits, appraisals, permits, other title documents and other documents and agreements affecting title relating to or for operation of such the Real Property; surveys; as-built construction plans; construction contracts , the operations of the Company thereon or any other uses thereof. The Company is in peaceful and warranties; appraisals; structural inspectionundisturbed possession of each parcel of Real Property and there are no contractual or legal restrictions that preclude or restrict the ability to use the premises for the purposes for which they are currently being used. There are no condemnation proceedings or eminent domain proceedings of any kind pending or, soilsto the knowledge of the Company, environmental assessment threatened against the Real Property. All existing water, sewer, steam, gas, electricity, telephone and similar reportsother utilities required for the construction, use, occupancy, operation and maintenance of the Real Property are adequate for the conduct of the business of the Company as it has been and currently is conducted. There are no material adverse physical conditions affecting the Real Property or any of the facilities, buildings, structures, erections, improvements, fixtures, fixed assets and personalty of a permanent nature annexed, affixed or attached to, located on or forming part of the Real Property. Except as set forth on in Section 3.4(a4.17(b) of the Company Disclosure Schedule, the Company has not leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has the Company assigned its interest under any lease or sublease listed in Section 4.17(b) of the Company Disclosure Schedule to any third party. (c) The Company has delivered to Parent true and complete copies of all leases and subleases with respect to the Real Property that is leased or subleased by the Company and any and all ancillary documents pertaining thereto (including, but not limited to, all amendments, consents for alterations and documents recording variations and evidence of commencement dates and expiration dates). With respect to each of such leases and subleases: (i) each Subsidiary has good such lease or sublease, together with all ancillary documents pertaining thereto, is valid and marketable title binding and in full force and effect and represents the entire agreement between the respective landlord and tenant with respect to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrancessuch property; (ii) the use and operation except as otherwise set forth in Section 4.17(c) of the Real Property Company Disclosure Schedule, such lease or sublease will not cease to be valid and binding and in the operation full force and effect on terms identical to those currently in effect as a result of the Business does not violate in any material respect any instrument consummation of record the transactions contemplated by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or agreement affecting default under such lease or sublease or otherwise give the Real Propertylandlord a right to terminate such lease or sublease; (iii) except as otherwise disclosed in Section 4.17(c) of the Real Property is in compliance in all material respects Company Disclosure Schedule, with all applicable building, zoning, subdivision and other land use respect to each such lease or similar Laws, and sublease: (A) the Selling Group Company has not received any written notice of violation cancellation or claimed violations termination under such lease or sublease and no lessor has any right of termination or cancellation under such Laws;lease or sublease except upon a breach or default by the Company thereunder, (B) the Company has not received any notice of a breach or default under such lease or sublease, which breach or default has not been cured, and (C) the Company has not granted to any other Person any rights, adverse or otherwise, under such lease or sublease; and (iv) neither the applicable Subsidiary Company nor, to the knowledge of the Seller Group has obtained all Company and the Individual Stockholders after reasonable investigation, any other party to such lease or sublease, is in breach or default in any material Permits required respect, and, to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member knowledge of the Seller Group is a landlord with respect to any of Company and the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property; (vi) immediately following the ClosingIndividual Stockholders after reasonable investigation, no person other than one event has occurred that, with notice or lapse of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact time would constitute such a breach or condition which would result in the termination of the current access to default or from the Real Property to any presently existing highwayspermit termination, roads, and rights-of-way on modification or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel acceleration under such lease or parcels separate from all other tax parcelssublease.

Real Property. Section 3.4(a(a) Neither Seller nor any of its Subsidiaries own, lease or sublease any real property or interests therein in connection with, or necessary for, the operation of the Disclosure Schedule sets forth a list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real PropertyPet Business as presently conducted, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except than as set forth on in Section 3.4(a) Schedule 3.18 of the Disclosure ScheduleSchedules. ------------- With respect to the Plant: (i) each Subsidiary has good and marketable title Neither the Seller nor any of its Subsidiaries have granted to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as third party a right to use or occupy any portion of the date hereof, Permitted Encumbrances;Plant. (ii) the use and operation No condemnation of the Real Property in Plant, or any portion thereof, has occurred or to the operation knowledge of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property;Seller is threatened. (iii) The occupancy and use of the Real Property is Plant, or any portion thereof, in compliance in all material respects a manner consistent with all the occupancy and use thereof by the Seller as contemplated by Section 6.13 will not violate or conflict with any covenants, conditions, restrictions or contractual obligations applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;thereto. (iv) Except as disclosed on Schedule 3.18, there are no ------------- restrictions of any nature on the applicable Subsidiary of Seller's ability, and Seller has sufficient title or other leasehold interest in the Plant, to permit the Seller Group has obtained all material Permits required to occupy and use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group Plant as currently conducted;contemplated under Section 6.13. (v) All utilities necessary to operate the Plant in a manner consistent with the use thereof by the Seller (including without limitation, water, sewer, electricity and telephone facilities) are available to the Plant and there exists, to the knowledge of Seller, no member proposed limitation in or reduction of the quality or quantity of the utility services to be furnished to the Plant. The Seller Group is a landlord has all material Permits with respect to any the ownership, use and occupancy of the Real Property Plant for the Pet Business. The current use and occupancy of the Plant for the Pet Business does not materially violate any such Permit, and no party other than proceeding is pending or, to the knowledge of Seller or its Subsidiaries, is threatened, to revoke, suspend, modify or limit any Permit in a Subsidiary has occupancy manner that would have a Material Adverse Effect. No Permit will be subject to revocation, suspension, modification or use limitation as a result of any portion this Agreement or the consummation of the Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelstransactions contemplated hereby.

Real Property. (a) Section 3.4(a3.20(a) of the Disclosure Schedule sets forth a list and legal description lists: (i) the street address of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies parcel of all of the following materials relating to such Owned Real Property, (ii) the date on which each parcel of Owned Real Property was acquired, (iii) the current owner of each parcel of Owned Real Property, (iv) information relating to the extent application for change of title registration and issuance of Real Property Title Certificates in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation the name of such the Company in respect of Owned Real Property; surveys; as-built construction plans; construction contracts , and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in (v) the current use of each parcel of Owned Real Property. (b) Section 3.4(a3.20(b) of the Disclosure Schedule: Schedule lists: (i) the street address of each Subsidiary has good and marketable title to the parcel of Leased Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances; (ii) the use and operation identity of the Real Property in the operation lessor, lessee and current occupant (if different from lessee) of the Business does not violate in any material respect any instrument each such parcel of record or agreement affecting the Leased Real Property; , (iii) the terms (referencing applicable renewal periods) and rental payment amounts (including all escalations) pertaining to each such parcel of Leased Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar LawsProperty, and the Selling Group has not received any written notice of violation or claimed violations of such Laws; (iv) the applicable Subsidiary current use of the Seller Group has obtained all material Permits required to use and operate the each such parcel of Leased Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;Property. (vc) There is no member material violation of the Seller Group is a landlord with respect any Law (including, without limitation, any building, planning or zoning law) relating to any of the Real Property. The Company has made available to each Purchaser true, legible and complete copies of agreements for acquisition of each parcel of Owned Real Property and, to the extent available, for lease of each parcel of Leased Real Property and all the title insurance policies, surveys, environmental reports and audits, appraisals, permits, Encumbrances, title documents and other documents relating to or otherwise affecting the Real Property, the operations of the Company thereon or any other uses thereof. The Company is in peaceful and undisturbed possession of each parcel of Real Property, and there are no party contractual or legal restrictions that preclude or restrict the ability to use the Real Property for the purposes for which it is currently being used. All existing water, sewer, steam, gas, electricity, telephone, cable, fiber optic cable, Internet access and other than utilities required for the construction, use, occupancy, operation and maintenance of the Real Property are adequate for the conduct of the Business as it has been and currently is conducted. There are no material latent defects or material adverse physical conditions affecting the Real Property or any of the facilities, buildings, structures, erections, improvements, fixtures, fixed assets and personality of a Subsidiary has occupancy permanent nature annexed, affixed or use of any portion attached to, located on or forming part of the Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of the Seller Group . The Company has not leased or subleased any knowledge parcel or any portion of any fact or condition which would result in the termination parcel of the current access to or from the Real Property to any presently existing highwaysother Person and no other Person has any rights to the use, roadsoccupancy or enjoyment thereof pursuant to any lease, and rights-of-way on sublease, license, occupancy or adjoining other agreement, nor has the Real Property; andCompany assigned its interest under any lease or sublease listed in Section 3.20(b) of the Disclosure Schedule to any third party. Table of Contents (viiid) The rent set forth in each lease or sublease of the Leased Real Property is assessed by local property assessors as a tax parcel the actual rent being paid, and there are no separate agreements or parcels separate from all other tax parcelsunderstandings with respect to the same.

Real Property. Section 3.4(a) of the Disclosure Schedule SCHEDULE 3.7 sets forth a list and legal summary description of (i) all of the real property which is used in the Business of each of DBPC and MDC, including without limitation, all land, buildings and other structures and improvements and fixtures located on such land (collectively, the "Real Property"), and a description of each parcel of such land, and (ii) all leases, subleases or other agreements which allow the use or occupancy of the Real Property, or any portion thereof, or which give or grant any rights therein (collectively, the "Real Property Leases"). All of the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete Leases, true and correct copies of which (including all of the following materials relating amendments or extensions thereto) have been delivered to such Real PropertyMCSC, to the extent are in Sellers’ possession effect, and neither DBPC nor MDC is in material default thereunder and neither DBPC nor MDC has received or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule: (i) each Subsidiary has good and marketable title to the Real Property, free and clear sent any notice of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances; (ii) the use and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record default under or agreement affecting the Real Property; (iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws; (iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord with respect to any of provision thereof. Other than the landlord's consent to assignment required under the Real Property and Leases, there are no party other than a Subsidiary has occupancy approvals or use consents of any portion persons or entities which are required in order to assign any Real Property Leases. The Premises, as previously defined, or the use thereof, does not violate the material provisions of any applicable Environmental Laws (as defined in Section 3.11(c)(iv)), or the Real Property; (vi) immediately following the Closingmaterial provisions of any trade, no person criminal, building code, fire, health or safety or other than one governmental ordinances, orders or regulations and each of the Subsidiaries will have the right DBPC and MDC is in material compliance with all applicable laws, regulations, ordinances, orders, rules and restrictions relating to possession and their respective use of the Real Property; Premises. All structures and improvements located on the Premises are in workable and useable condition and repair (viiexcepting ordinary wear and tear) no member and are suitable for the uses for which they were intended and are used. The operations conducted on any of the Seller Group has Premises, whether now or in the past, does not violate the rights of any Person with respect to such property or with respect to any other property. Neither DBPC, MDC nor the Stockholdrs have any knowledge of and have not received any fact notice in regard to the foregoing and is not aware of any state of facts or condition which situation which, with notice or the passage of time or otherwise, would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as constitute such a tax parcel or parcels separate from all other tax parcelsviolation.

Real Property. (a) Section 3.4(a4.10(a) of the Disclosure Schedule Schedules sets forth a list and legal description each parcel of all the Real Property real property owned by each Subsidiary. Neither Seller owns any Real Property that is and used in or useful necessary for the Businessconduct of the Business as currently conducted (together with all buildings, fixtures, structures and improvements situated thereon and all easements, rights-of-way and other rights and privileges appurtenant thereto, collectively, the “Owned Real Property”), including with respect to each property, the address location and use. Sellers have Seller has delivered to Buyer copies of the Buyers complete deeds and correct other instruments (as recorded) by which Seller acquired such parcel of Owned Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the following materials relating Seller with respect to such parcel. With respect to each parcel of Owned Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule: (i) each Subsidiary Seller has good and marketable title to the Real Propertyvalid fee simple title, free and clear of any all Encumbrances, except (A) Permitted Encumbrances and (B) those Encumbrances set forth on Section 4.10(a)(i) of the Disclosure Schedules; (ii) except as set forth in Section 4.10(a)(ii) of the Disclosure Schedules or in any Permitted Encumbrance, Seller has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) to Seller’s Knowledge, there are no unrecorded outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. (b) Section 4.10(b) of the Disclosure Schedules sets forth each parcel of real property leased by Seller and used in or necessary for the conduct of the Business as currently conducted (together with all rights, title and interest of Seller in and to leasehold improvements relating thereto, including security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which Seller holds any Leased Real Property (collectively, the “Leases”). Seller has delivered to Buyer a true and complete copy of each Lease. With respect to each Lease: (i) except as set forth in Section 4.10(b) of the Disclosure Schedules, such Lease is valid, binding, enforceable, and in full force and effect, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, whether considered in a proceeding at law or in equity, and Seller enjoys peaceful and undisturbed possession of the Leased Real Property, subject to Permitted Exceptions Encumbrances; 37 Asset Purchase and Sale Agreement dated as of December 28, 2018 between Municipality of Anchorage and Chugach Electric Association, Inc. (ii) To Seller’s Knowledge, Seller is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default, and Seller has paid all rent due and payable under such Lease; (iii) Seller has not received nor given any currently-effective notice of any default or event that with notice or lapse of time, or both, would constitute a default by Seller under any of the Leases and, to the Knowledge of Seller, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto; (iv) Except as set forth in Section 4.10(b)(iv) of the date hereofDisclosure Schedules, Seller has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and (v) Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property. (c) Seller holds sufficient title in all easements, licenses, franchises and other interests in real property other than the Owned Real Property and Leased Real Property that are used in or necessary for the conduct of the Business as currently conducted (together with all of Seller’s equipment and fixtures situated thereon and all other rights and privileges appurtenances thereto, collectively, the “Other Real Property Interests”). Section 4.10(c) of the Disclosure Schedules contains a list of all material Other Real Property Interests. With respect to all Other Real Property Interests: (i) Except as provided in Section 4.10(c) of the Disclosure Schedules, the Other Real Property Interests are valid, binding, enforceable, and in full force and effect, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, whether considered in a proceeding at law or in equity, and Seller enjoys peaceful and undisturbed possession of the rights or occupancy conferred by the Other Real Property Interests, subject to Permitted Encumbrances; (ii) To Seller’s Knowledge, Seller is not in breach or default under any agreement evidencing or granting the use and operation of the Other Real Property in Interests, and no event has occurred or circumstance exists which, with the operation delivery of notice, passage of time or both, would constitute such a breach or default, and Seller has paid all consideration due and payable with respect to the Business does not violate in any material respect any instrument of record or agreement affecting the Other Real PropertyProperty Interests; (iii) Seller has not received nor given any currently-effective notice of any default or event that with notice or lapse of time, or both, would constitute a default by Seller with respect to any of the Other Real Property Interests and, to the Knowledge of Seller, no other party is in compliance in all material respects with all applicable buildingdefault thereof; and 38 Asset Purchase and Sale Agreement dated as of December 28, zoning2018 between Municipality of Anchorage and Chugach Electric Association, subdivision and other land Inc. (iv) Seller has not subleased, sublicensed, assigned or otherwise granted to any Person the right to use or similar Laws, and occupy any of the Selling Group Other Real Property Interests or any portion thereof. (d) Seller has not received any written notice of violation or claimed (i) violations of such Laws; building codes or zoning ordinances or other governmental or regulatory Laws affecting the Real Property, (ivii) existing, pending or threatened condemnation proceedings affecting the applicable Subsidiary of Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which would reasonably be expected to adversely affect the Seller Group has obtained all material Permits required ability to use and operate the Real Property as currently operated and in accordance with Prudent Utility Practices. Neither the whole nor any material portion of any Real Property has been damaged or destroyed by fire or other casualty. (e) The Real Property is sufficient for the continued conduct of the Business immediately after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.

Real Property. Section 3.4(a(a) of the Disclosure Schedule 4.11(a) sets forth a true and complete list of all the Owned Real Property, including the current record owner, full street address and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to parcel comprising such Owned Real Property, . With respect to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation each parcel of such Owned Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule: (i) each Subsidiary has good Sellers have good, marketable and marketable title to the Real Propertyinsurable indefeasible fee simple title, free and clear of any Encumbrancesall Liens, except for Permitted Exceptions and, as of the date hereof, Permitted EncumbrancesLiens; (ii) except as set forth on Schedule 4.11(a)(ii), Sellers have not pledged, mortgaged, encumbered, leased, subleased, licensed or otherwise granted to any Person the right to use and operation of or occupy the Owned Real Property in the operation of the Business does not violate in or any material respect any instrument of record or agreement affecting the Real Propertyportion thereof; (iii) there are no outstanding options, rights of first offer or rights of first refusal or other agreements granting to any person or entity any right to purchase or lease the Owned Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and (other land use than the right of Buyers pursuant to this Agreement) or similar Laws, and the Selling Group has any portion thereof or interest therein; (iv) Sellers have not received any written notice of violation any pending or claimed violations threatened condemnation proceedings in the nature of such Laws; (iv) the applicable Subsidiary eminent domain in connection with any parcel of the Seller Group has obtained all material Permits required to use and operate the Owned Real Property in the manner necessary to conduct the Business by the Seller Group as currently conductedProperty; (v) there are no member agreements, orders, licenses, permits, conditions or other directives issued by a governmental authority which relate to the future use or require any change in the present use or operations of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Owned Real Property; (vi) immediately following to the ClosingKnowledge of Sellers, no person other than one the current use and occupancy of the Subsidiaries will have Owned Real Property and the right to possession and use operation of the Business as currently conducted thereon do not violate any applicable zoning law, easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded agreement affecting the Owned Real Property; (vii) no member all utilities currently servicing the Owned Real Property are properly installed, connected and operating, with all outstanding charges paid in full, and are sufficient for the operation of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real PropertyBusiness as currently conducted; and (viii) each parcel of land which constitutes the Owned Real Property is separate and distinct from any other tax lot allocated to any other parcel of land. (b) Schedule 4.11(b) sets forth the names of the lessor, lessee, the address of any parcel of real property leased or used by Sellers as lessor or lessee. Sellers have delivered to Buyers a true and complete copy of each lease, sublease, amendment, extension, renewal, guaranty, license, concession or other agreement (collectively, the “Leases”) with respect to each such Leased Real Property, and in the case of any oral Lease, a written summary of the material terms of such Lease. Sellers do not lease any parcel of real estate other than the Leased Real Property. (i) Sellers have not assigned, transferred, sublet, or granted any person the right to use or occupy such Leased Real Property or granted any other security interest in such Lease or any interest therein. (ii) Sellers shall terminate each of the Leases at Closing and shall enter into the New Lease pursuant to Sections 2.8(b)(v) and 3.1(n). (c) The Owned Real Property and the Leased Real Property constitute all parcels of real estate used in connection with the Business. (d) There are no defects in the buildings, improvements and structures or fixtures located in, on or at the Real Property is assessed which would materially impair the conduct of the Business by local property assessors as a tax parcel or parcels separate from all Buyers immediately following the Closing. The mechanical, electrical, plumbing, HVAC and other tax parcelssystems servicing the Real Property are in good working order and repair, ordinary wear and tear excepted, and there are no defects in such systems which would reasonably be expected to impair the conduct of the Business by the Buyers immediately following the Closing.

Real Property. Section 3.4(a) Schedule 5.13 contain a true and complete description of the Disclosure Schedule sets forth a list and legal description Real Property. With respect to each parcel of all the Real Property Property: (a) with respect to any owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies parcel of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule: (i) each Subsidiary a Company has good and marketable title to the such parcel of Real Property, free and clear of any EncumbrancesLiens, except for Permitted Exceptions and, as of the date hereof, Permitted EncumbrancesLiens; (iib) with respect to any leased or subleased Real Property, a Company has a valid leasehold or subleasehold interest to such parcel of Real Property, free and clear of any Liens other than Permitted Liens, and assuming compliance by such Company with the use and operation terms of the Real Property in the operation lease or sublease, such Company has a right of the Business does not violate in any material respect any instrument quiet enjoyment of record or agreement affecting the such parcel of Real Property; (iiid) the Real Property is legal description for such parcel contained in compliance the deed or lease or sublease thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land, are not in all material respects with all violation of applicable buildingsetback requirements, zoningzoning laws and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), subdivision and other land use or similar Lawsdo not encroach on any easement which may burden the land, and the Selling Group has land does not received serve any written notice adjoining property for any purpose inconsistent with the use of violation the land, and the property is not located within any flood plain or claimed violations of such Lawssubject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (ive) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group other than as currently conducted; (v) disclosed on Schedule 5.13, there are no member of the Seller Group is a landlord with respect leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of the Real Property and no party other than a Subsidiary has use or occupancy or use of any portion of such parcel of Real Property other than the Real PropertyCompanies; (vif) immediately following the Closing, no person other than one Real Property owned by any Company is subject to any outstanding options or rights of the Subsidiaries will have the right first refusal to possession and use purchase such parcel of the Real Property, or any portion thereof or interest therein, and no Company has any option or right of first refusal to purchase any Real Property leased by any Company; (viig) there are no member parties (other than the Companies) in possession of such parcel of Real Property, other than tenants under any leases or licenses disclosed in Schedule 5.13; (h) all facilities located on such parcel of Real Property are supplied with utilities and other services necessary for the Seller Group operation of such facilities, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are adequate in accordance with all applicable laws, ordinances, rules and regulations and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting such parcel of Real Property, the facilities are in good order and repair, and in a good, safe, substantial condition, free from defects; all plumbing, heating, electrical and air conditioning systems and equipment and systems therein are in good order and repair and operating condition; the facilities are constructed and completed strictly in compliance with all applicable laws and accepted standards of good materials and workmanship, all electrical, plumbing, heating and air-conditioning and exterior drainage systems, in or on the Real Estate are in good condition and working order; (i) such parcel of Real Property abuts on and has any knowledge of any fact or condition which would result in the termination of the current direct vehicular access to a public road, or from has access to a public road via a permanent, irrevocable, appurtenant easement benefiting the parcel of Real Property to any presently existing highways, roadsProperty, and rightsaccess to the property is provided by paved public right-of-way on or adjoining the Real Propertywith adequate curb cuts available; and (viiij) the Sellers have delivered to Buyer true and complete copies of any deed, lease or sublease for such parcel of Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsProperty.

Real Property. Section 3.4(a) of the Disclosure Schedule sets forth a list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:Schedule 3.9: ------------ (ia) each Subsidiary SouthCom has good good, marketable and marketable insurable title in the Real Property. Attached to Schedule 3.9 are all policies of title insurance ------------ currently existing in favor of SouthCom with respect to the Real Property, free and clear of any Encumbrances, except . Except for Permitted Exceptions andLiens, as there are no Liens, restrictions or encumbrances to title to any portion of the date hereofReal Property. SouthCom has not subjected the Real Property to any easements, Permitted Encumbrancesrights, duties, obligations, covenants, conditions, restrictions, limitations or agreements not of record; (iib) No Seller has received notice of any pending condemnation or similar proceeding affecting the use Real Property or any portion thereof, and operation to the Knowledge of Sellers, no such action is presently contemplated or threatened; (c) No Seller has received any written notice from any insurance company of any defects or inadequacies in the Real Property or any part thereof which would adversely affect the insurability of the Real Property in or the operation premiums for the insurance thereof. No Seller has received any notice from any insurance company which has issued or refused to issue a policy with respect to any portion of the Business Real Property or by any board of fire underwriters (or other body exercising similar functions) requesting the performance of any repairs, alterations or other work with which compliance has not been made; (d) There are no parties in possession of any portion of the Real Property other than Sellers, whether as lessees, tenants at will, trespassers or otherwise; (e) The Real Property and the present use thereof does not violate in any material respect zoning, building, land-use or other federal, state or municipal law, ordinance, regulation or restriction applicable to the Real Property. The current use of the Real Property and all parts thereof as aforesaid does not violate any instrument of record or agreement restrictive covenants affecting the Real Property; (iiif) the Real Property There is no law, ordinance, order, regulation or requirement now in compliance in all material respects with all applicable buildingexistence, zoningincluding, subdivision and other land use without limitation, any Environmental Law which would require any expenditure to modify or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws; (iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord with respect to improve any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Propertyin order to bring it into substantial compliance therewith; (vig) immediately following The Real Property has adequate access to and from completed, dedicated and accepted public roads, and there is no pending or, to the ClosingKnowledge of Sellers, no person other than one of the Subsidiaries will have the right to possession and use of the Real Propertythreatened governmental proceeding which would impair or curtail such access; (viih) no member of the Seller Group has any knowledge of any fact There are presently in existence water, sewer, gas and/or electrical lines or condition which would result in the termination of the current access to or from private systems on the Real Property which have been completed, installed and paid for and which are sufficient to any presently existing highways, roads, and rights-of-way service adequately the current operations of each building or other facility located on or adjoining the Real Property; and (viiii) There are no structural, electrical, mechanical, plumbing, air conditioning, heating or other defects in the building located on the Real Property, and the roof of the building located on the Real Property is assessed by local property assessors as a tax parcel or parcels separate free from all other tax parcelsleaks and in good condition.

Real Property. (a) Section 3.4(a3.10(a) of the Company Disclosure Schedule sets forth a complete list and legal description of all real property and interests in real property leased by the Company or any of its Subsidiaries as lessee or sublessor (individually, a “Real Property owned by Lease” and collectively, the “Real Property Leases” and such related properties being referred to herein individually as a “Company Property” and collectively as the “Company Properties”), and such list includes (i) the landlord under each SubsidiaryReal Property Lease, (ii) the rental amount currently being paid under each Real Property Lease, and (iii) the expiration of the term of each Real Property Lease. Neither Seller owns the Company nor any Real Property that is of its Subsidiaries currently own, and has never in the past owned, any real property. The Company Properties constitute all interests in real property currently used or useful currently held for use in connection with the Business. Sellers have delivered to the Buyers complete The Company has a valid and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule: (i) each Subsidiary has good and marketable title to the Real Propertyenforceable leasehold interest, free and clear of any EncumbrancesLiens, except other than Permitted Exceptions, under each of the Real Property Leases, and has not granted any other Person the right to occupy any of the premises subject to a Real Property Lease. All of the Company Properties are adequately maintained and suitable for Permitted Exceptions andthe purpose of conducting the Business as currently conducted. (b) Except as set forth in Section 3.10(b) of the Company Disclosure Schedule, with respect to each of the Real Property Leases: (i) such Real Property Lease is legal, valid and binding on the Company or its Subsidiaries and the other parties thereto, enforceable in accordance with its terms and in full force and effect; (ii) the consummation of the Closing does not require the consent of any other party to such Real Property Lease, will not result in a breach of or default under such Real Property Lease, and will not otherwise cause such Real Property Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) the possession and quiet enjoyment of the rights and benefits granted to the Company or its Subsidiaries under such Real Property Lease have not been disturbed in any material respect; and (iv) neither the Company nor, to the Knowledge of the Company, any other party thereto, is in material breach or default under such Real Property Lease. (c) There are no written demands, claims or complaints by any Person alleging actual or potential liability, obligation or responsibility (collectively, “Claims”), Legal Proceedings or Orders pending or, to the Company’s Knowledge, threatened in writing against or affecting any of the Company Properties or any portion thereof or interest therein in the nature of condemnation or eminent domain proceedings. Except as set forth in Section 3.10(c) of the Company Disclosure Schedule, no part of any Company Property is subject to any building or use restrictions that would restrict or prevent the present use and operation of such Company Property, and each Company Property is properly and duly zoned for its current use, and such current use is a conforming use. Since January 1, 2017, no Governmental Authority having jurisdiction over any Company Property has issued to the Company or any of its Affiliates or threatened in writing to issue any notice or Order or arbitration award that adversely affects the use or operation of any Company Property, or requires, as of the date hereofhereof or a specified date in the future, Permitted Encumbrances; any repairs or alterations or additions or improvements thereto, or the payment or deduction of any money, fee, exaction or property. All buildings and fixtures on the Company Properties are structurally sound, in good condition, working order and repair (ii) the use ordinary wear and operation tear excepted), and none of the Real Property in Company, the operation of the Business does not violate in any material respect any instrument of record Shareholders or agreement affecting the Real Property; (iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use its or similar Laws, and the Selling Group their Affiliates has not received any written notice from any insurance company or bonding company of violation any defects or claimed violations of such Laws; (iv) inadequacies in any Company Property, or any part thereof, which would adversely affect the applicable Subsidiary insurability of the Seller Group has obtained all material Permits required same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond. All water, gas, electrical, steam, compressed air, telecommunication, utility, sanitary and storm sewage lines and systems and other similar systems serving the Company Properties are fully operational and in working order and are sufficient to use enable the Company Properties to continue to be used, occupied and operate the Real Property operated in the manner necessary to conduct currently being used, occupied and operated. Neither the Business by the Seller Group as currently conducted; (v) no member Company nor any of the Seller Group is a landlord with respect its Subsidiaries has made any material alterations, additions or improvements to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right Company Properties that may be required to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the be removed upon termination of the current access to or from the applicable Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsLease term.

Real Property. (a) None of the Acquired Entities has fee title (or equivalent) interests in any Real Property. (b) Section 3.4(a3.6(b) of the Seller Disclosure Schedule sets forth a list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule: Letter lists (i) the street address of each Subsidiary has good and marketable title to the Real Propertyparcel of Site Control Properties, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances; (ii) the use and operation identity of the Real Property in lessor and lessee, licensor and licensee, or grantor and grantee, as the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property; case as may be, and (iii) the Real Property is lease, license and/or easement with respect to such Site Control Properties. Except as described in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws; (ivSection 3.6(b) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by Disclosure Letter, the Seller Group has delivered to the Buyer, true and complete copies of the leases, licenses or such agreement granting an easement to such Site Control Properties in effect at the date hereof relating to the Site Control Properties. Except as currently conducted; (vdescribed in Section 3.6(b) no member of the Seller Group is Disclosure Letter, there has not been any sublease or assignment, as the case may be, entered into by any Acquired Entity in respect of the leases, licenses or easements relating to the Site Control Properties. (c) There has been no damage by any casualty or natural disaster to, or any condemnation Proceedings against any improvement or structure currently on any Site Control Properties that would have a landlord Material Adverse Effect. (d) All Encumbrances and other matters encumbering or burdening any of the Site Control Properties are listed and fully described in Section 3.6(d) of the Seller Disclosure Letter. (e) None of the Companies’ or their Subsidiaries’ use of the Site Control Properties violates any provisions of any applicable building code, fire, health or safety regulations, or other governmental ordinances, orders or regulations. No condition, restriction, exception, legal requirement, reservation or limitation exists with respect to any of the Real Property and no party other than a Subsidiary has occupancy Site Control Properties that would prevent, or require repair or modification thereof in order to use of any portion or continue using such Site Control Properties in the operation of the Real Property;Solar Power Projects. The Companies and their Subsidiaries enjoy peaceful and undisturbed possession of their respective Site Control Properties. (vif) immediately following the Closing, no person other than one None of the Companies or any of their Subsidiaries will have has received any written notices of, and there is no pending or threatened condemnation or similar Proceeding or assessment affecting their respective Site Control Properties. (g) There are utility lines to the right to possession and use Site Control Properties of the Real Property;Acquired Entities which currently supply all such services on such Site Control Properties necessary to operate the Solar Power Projects in accordance with Prudent Industry Practice and past practices of the Companies. (viih) no member The Acquired Entities have sufficient access to and from the Site Control Properties from public highways, streets or roads. None of the Seller Group Companies or their Subsidiaries has received any knowledge of written notices of, and there is no pending or threatened Proceeding by any fact Governmental Body which could foreseeably impair or condition which would result in the termination of such access. (i) None of the current access Companies or the Subsidiaries owns, holds, nor are any of such entities obligated under or a party to, any option, right of first refusal, or other contractual right or obligation causing such entity to purchase or from the acquire any real property, enter into any lease or to sell or dispose of any Real Property to or any presently existing highwaysportion thereof or interest therein, roads, and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsexcept for lease renewal options thereunder.

Real Property. Section 3.4(aExcept as otherwise provided in the Post-Closing Agreement, the Collateral Agent and the Lenders shall have received: (1) a Mortgage encumbering each Material Property in favor of the Disclosure Schedule sets Collateral Agent, for the benefit of the Secured Parties, duly executed and acknowledged by each Loan Party that is the owner of or holder of any leasehold interest in such Material Property, and otherwise in form for recording or filing in the recording or filing office of each applicable governmental subdivision where each such Material Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable Legal Requirements, and such financing statements (including fixture filings and transmitting utility filings, as applicable) and any other instruments necessary to grant a mortgage Lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to the Collateral Agent; (2) with respect to each Material Property, such consents, approvals, amendments, supplements, estoppels, memoranda of leases or other instruments as are necessary to consummate the Transactions or as shall reasonably be deemed necessary by the Collateral Agent in order for the owner or holder of the fee or leasehold interest constituting such Material Property to grant the Lien contemplated by the Mortgage with respect to such Material Property; (3) with respect to each Mortgage, a policy of title insurance (or marked up title insurance commitment having the effect of a policy of title insurance) insuring the Lien of such Mortgage as a valid first mortgage Lien on the Material Property and fixtures described therein in the amount equal to not less than 100% of the Fair Market Value of such Material Property and fixtures or other value reasonably acceptable to the Collateral Agent, which Fair Market Value (or such other value) as of the Closing Date is set forth in the Perfection Certificate, which policy (or such marked-up commitment) (each, a list “Title Policy”) shall (A) be issued by the Title Company, (B) to the extent necessary and legal description available, include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be acceptable to the Collateral Agent, (C) contain a “tie-in” or “cluster” endorsement, if available under applicable Legal Requirements (i.e., policies which insure against losses regardless of location or allocated value of the insured Property up to a stated maximum coverage amount), (D) have been supplemented by such endorsements (or where such endorsements are not available, opinions of special counsel, architects or other professionals reasonably acceptable to the Collateral Agent) as shall be reasonably requested by the Collateral Agent (including endorsements on matters relating to usury, first loss, last dollar, zoning, contiguity, revolving credit, doing business, non-imputation, public road access, variable rate, environmental lien, subdivision, separate tax lot, revolving credit, and so-called comprehensive coverage over covenants and restrictions), and (E) contain no exceptions to title other than exceptions reasonably acceptable to the Collateral Agent; (4) with respect to each Material Property, such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Title Company to issue the Title Policy/ies and endorsements contemplated above; (5) evidence reasonably acceptable to the Collateral Agent of payment by Borrower of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful Title Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the Business. Sellers have delivered recording of the Mortgages and issuance of the Title Policies referred to the Buyers complete and correct above; (6) with respect to each Material Property, copies of (i) all of Leases in which any Loan Party holds the following materials lessor’s interest or other agreements relating to such Real possessory interests, if any and (ii) all Data Center Leases. (7) with respect to each Material Property, each Loan Party shall have made all notifications, registrations and filings, to the extent required by, and in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title accordance with, all Governmental Real Property Disclosure Requirements applicable to or such Material Property; (8) evidence in the form of a standard “life of loan” flood hazard determination certificate for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except each Material Property as set forth on in Section 3.4(a) of the Disclosure Schedule: to whether (i) each Subsidiary has good such Material Property is a Flood Hazard Property and marketable title to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances; (ii) the use and operation of the Real community in which such Flood Hazard Property is located is participating in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property; (iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws; (iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real PropertyNational Flood Insurance Program; and (viii9) the Real if such Material Property is assessed by local property assessors a Flood Hazard Property, the relevant Loan Party’s written acknowledgment of receipt of written notification from the Administrative Agent (i) as a tax parcel or parcels separate from all other tax parcels.to the existence of such Flood Hazard Property and (ii) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program

Real Property. Section 3.4(a(a) of the Disclosure Schedule 3.18(a) sets forth a complete list of each real property lease and legal description all amendments, extensions, supplements, letter agreements, renewals, waivers and writings exercising rights therewith, to which Seller is a party or by which it is bound (collectively, the "Real Property Leases"). Seller has provided to Purchaser true, correct and complete copies of all each of the Real Property owned by each Subsidiary. Neither Seller owns any Leases. (b) The Real Property that is used Leases constitute all interests in real property currently used, occupied or useful currently held for use in connection with the Business and which are necessary for the Business. Sellers have delivered to the Buyers complete and correct copies of all continued operation of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except Business as set forth on in Section 3.4(acurrently conducted. (c) All of the Disclosure Schedule: buildings, fixtures, equipment and improvements, and all components thereof located on the land associated with the Real Property Leases (the "Improvements") (i) are in reasonably good operating condition without material structural defects and all mechanical and other systems located thereon are in good operating condition, and no condition exists requiring material repairs, alterations or corrections, ordinary wear and tear excepted and (ii) are suitable, sufficient and appropriate in all material respects for their current uses. To Seller's Knowledge, there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any material respect with the uses or occupancy of the Improvements or any portion thereof in the operation of the Business. (d) Seller has a valid, binding and enforceable leasehold interest under each Subsidiary has good Real Property Lease under which it is a lessee (except in each case as enforceability may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance and marketable title to the Real Propertyother similar Legal Requirements affecting creditors' rights generally and by general principles of equity), free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances; (ii) the use and operation all Liens. Each of the Real Property Leases is in the operation of the Business does full force and effect. Seller is not violate in material default under any material respect any instrument of record or agreement affecting the Real Property; (iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar LawsLease, and no event has occurred which, if not remedied, and whether with or without notice or the Selling Group passage of time or both, would result in such a default. Seller has not received or given any written notice of violation any default or claimed violations event that with notice or lapse of such Laws; (iv) the applicable Subsidiary of the time, or both, would constitute a default by Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord with respect to under any of the Real Property Leases, and, to Seller's Knowledge, no other party is in default thereof, and no party other than to any Real Property Lease has exercised any termination rights with respect thereto. (e) Seller has all certificates of occupancy and Permits issued by any applicable Governmental Authority necessary for the current use and operation of each Real Property Lease, and Seller has fully complied with all material conditions of the Permits applicable to them. No material default or violation, or event that with the lapse of time or giving notice or both would become a Subsidiary default or violation, has occupancy or use occurred in the due observance of any portion of the Real Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property; (vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and (viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcelsPermit.