Common use of Real Property Clause in Contracts

Real Property. The Disclosure Schedule identifies the address of each leased real property of the Company (the “Leased Real Property”). Seller has provided to Buyer a true and complete copy of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (the “Leases”), and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each of the Leases except as disclosed pursuant to the Disclosure Schedule: (i) to the Knowledge of Company, such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect to such Lease; (iv) the Company, and any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned any real property.

Real Property. The (a) Section 3.7 of the Company Disclosure Schedule identifies Schedules sets forth the address of each leased real property Leased Real Property, and a true, correct and complete list of all Leases to which the Company or any Subsidiary of the Company (the “Leased Real Property”). Seller has provided to Buyer is a true and complete copy of all leases and subleases party (including all amendments, extensions, renewals, Guarantees guaranties and other Contracts agreements with respect thereto) for each such Leased Real Property (such Leases the “Material Leases”), and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each of the Leases except as disclosed pursuant to the Disclosure ScheduleMaterial Leases: (i) to the Knowledge of Company, such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable binding and in full force and effect on identical terms following and is Enforceable against the Closingapplicable Group Company party thereto, and, to the Knowledge of the Company, against each other party thereto, and no Group Company has subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property or any portion thereof to a third party (other than Permitted Liens and other than the right of a Group Company’s customers, employees and services providers to use, occupy and access the Leased Real Property in the Ordinary Course of Business); (iiiii) Sellerthe applicable Group Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed, disturbed in any manner that would materially affect the applicable Group Company’s use of such Leased Real Property and there are no material disputes with respect to such Material Lease; (iii) no Group Company is currently in material default under, nor has any event occurred or, to the Knowledge of the Company, does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Group Company under any Material Lease; (iv) to the Knowledge of the Company, and any other party to the Leaseno material default, is not in breach or default under such Lease, and no event has occurred or circumstance exists whichthat, with the delivery of notice, the passage notice or lapse of time or both, would constitute a material default by any counterparty to any such a breach or default, or permit the termination, modification or acceleration of rent under such Material Lease; (v) no security deposit or portion thereof deposited with respect to such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vi) the no Group Company does not owe, or shall owe in the future, owes any brokerage commissions or finder’s fees with respect to such Material Lease; (vii) the other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, the any Group Company; and (viii) the no Group Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in such Material Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own has made available to the SPAC a true, correct and complete copy of all Material Leases. No Group Company owns fee title to any real property, nor has it ever owned any real propertyland.

Real Property. The Disclosure Schedule identifies 4(u) sets forth the address of each leased real property of the Company (the “Leased Real Property”). Seller has provided to Buyer , and a true and complete copy list of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (including the date and name of the parties to such lease or license document) (the “Leases”). Seller has delivered to Buyer a true and complete copy of each Lease, and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each of the Leases except as disclosed pursuant to the Disclosure ScheduleLeases: (i) to the Knowledge of Company, such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Sellerthe Company’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect to such Lease; (iv) the Company, and any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does not owe, or shall not owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable fair wear and tear excepted). The Company does not own any real property, nor has it ever owned any real property.

Real Property. The No Group Company owns or has legal or equitable title, leasehold interest or other right or interest in any real property other than as held pursuant to Leases. Section 3.20(ii) of the Disclosure Schedule identifies sets forth each leasehold interest pursuant to which any Group Company holds any real property (a “Lease”), indicating the parties to such Lease, the address of each leased real the property demised under the Lease, the rent payable under the Lease and the term of the Company (the “Leased Real Property”). Seller has provided to Buyer a true and complete copy of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (the “Leases”), and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each The particulars of the Leases except as disclosed set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement with respect to the property demised thereunder. To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Disclosure Schedule: (i) Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of Companythe Warrantors, such there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is legalin compliance with all applicable Laws, valid, binding, enforceable including with respect to the ownership and in full force operation of property and effect; (ii) conduct of business as now conducted by the transactions set forth in this Agreement do not require the consent of any other Person applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease Group Company as currently conducted and as proposed to be legalconducted. There exists no pending or, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect to such Lease; (iv) the Company, and any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) to the Knowledge of Companythe Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, there are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or occupation of any property subject to any Leases. The use and operation of the real properties subject to the Leases by the Group Companies is in compliance with all applicable Laws, including, without limitation, all buildingsapplicable building codes, structuresenvironmental, improvementszoning, fixtures, building systems and equipmentsubdivision, and all components thereof, included in land use laws. None of the applicable Leased Real Property are in good condition and repair Group Companies has received notice from any Governmental Authority advising it of a violation (reasonable wear and tear excepted). The Company does not own or an alleged violation) of any real property, nor has it ever owned any real propertysuch laws or regulations.

Real Property. The Disclosure Neither the Company nor any of its Subsidiaries owns any real property. Schedule identifies 3(y) contains a complete and correct list of all the address real property, facilities and fixtures that (i) are leased or, in the case of each leased real property fixtures, otherwise owned or possessed by the Company or any of its Subsidiaries, (ii) in connection with which the Company or any of its Subsidiaries has entered into an option agreement, participation agreement or acquisition agreement or (iii) the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the Company (foregoing acquired after the date of this Agreement, the “Leased Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Seller has provided to Buyer Schedule 3(y) also contains a true complete and complete copy correct list of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts agreements with respect thereto) for each such Leased to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”), and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each of the Leases except Except as disclosed pursuant to the Disclosure Schedule: (i) to the Knowledge of Company, such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require Schedule 3(y), all of the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable Real Property Leases are valid and in full force and effect on identical terms following and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), neither the Closing; (iii) Seller’s possession and quiet enjoyment Company nor any of the Leased Real Property under such Lease has not been disturbedits Subsidiaries nor, and there are no disputes with respect to such Lease; (iv) the Company’s Knowledge, and any other party to the Lease, thereto is not in breach or default in any material respect under any of such Lease, Real Property Leases and no event has occurred or circumstance exists which, which with the delivery giving of notice, notice or the passage of time or both, both would constitute such a breach or defaultdefault under, or permit otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of its Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned any real propertytransactions contemplated hereby.

Real Property. The Disclosure Schedule identifies From and after the address date hereof through the Closing Date, (a) H&H Group shall, and shall cause Seller, the Company and the Sold Subsidiaries to, use commercially reasonable efforts to maintain the Real Property in substantially the same or better condition as existed on the date of each leased real property this Agreement, ordinary wear and tear excepted, and shall not demolish, alter or remove any of the Company (existing improvements or erect new improvements on the “Leased Real Property”). Seller has provided to Buyer a true and complete copy of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (the “Leases”), and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each of the Leases except as disclosed pursuant to the Disclosure Schedule: (i) to the Knowledge of Company, such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect to such Lease; (iv) the Company, and any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; , without the prior written consent of Buyer and (ixb) H&H Group shall, and shall cause Newco, the Company has not collaterally assigned and the Sold Subsidiaries to, reasonably cooperate with Buyer in seeking to obtain a title commitment from Chicago Title Insurance Company for an ALTA 2006 Form of owner's title policy showing title to each Owned Real Property, an ALTA/ACSM Land Title Survey of each Owned Real Property prepared by a surveyor duly licensed in the state where such Owned Real Property is located and a current zoning report from a nationally-recognized zoning information services provider with respect to each Owned Real Property; provided, however, that, with respect to the foregoing subsection (b) of this Section 6.09, H&H Group's, Seller's, Newco's, the Company's and the Sold Subsidiaries' obligations thereunder shall be at the sole cost and expense of Buyer (other than with respect to any action taken at Seller's election to satisfy the condition set forth in Section 2.01(h)(i)); provided, further, that other than to the extent elected by Seller in order to satisfy the condition set forth in Section 2.01(h)(i), none of none of H&H Group, Seller, the Company nor the Sold Subsidiaries shall be required in connection with the issuance of any such title insurance commitment or granted policy to indemnify any other security interest in such Lease title insurance company or its agents, or any interest escrow, closing or settlement company or agent or closing attorney in any so-called owner's affidavit or ALTA statement or in connection with any representations or statements set forth therein; (x) there are no Liens on . Without limiting the estate or interest created by such Lease; obligations of H&H Group, Seller, Newco, the Company and (xi) the Sold Subsidiaries under Section 6.09(b), and subject to the Knowledge provisions of CompanySection 2.01(h)(i), all buildingsBuyer hereby acknowledges and agrees that Buyer's obligation to consummate the transactions contemplated by this Agreement shall in no way be conditioned on, structuresor subject to, improvementsthe preparation or delivery of any such title commitment, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned any real propertysurvey or zoning report.

Real Property. The Disclosure Schedule identifies Except as has not and would not reasonably be expected to have, individually or in the address aggregate, a Parent Material Adverse Effect and with respect to clauses (a) and (b), except with respect to any of each leased Parent’s Oil and Gas Properties, (a) Parent and its Subsidiaries hold (i) good, valid and marketable title to all material real property owned by Parent or any of its Subsidiaries (collectively, including the Company (improvements thereon, the “Parent Owned Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances; and (ii) valid title to the leasehold estates (whether as tenant or subtenant) and valid interests in all licenses or occupancy agreements to license or otherwise occupy (whether as tenant, subtenant, licensee or occupant) all real property leased, subleased, licensed, or otherwise occupied by Parent and its Subsidiaries (collectively, including the improvements thereon, the “Parent Leased Real Property”). Seller has provided to Buyer a true , free and complete copy clear of all leases and subleases Encumbrances, except Permitted Encumbrances; (including all amendmentsb) each agreement under which Parent or any Subsidiary of Parent is the landlord, extensionssublandlord, renewalstenant, Guarantees and other Contracts subtenant, licensor, licensee, or occupant with respect thereto) for each such to the Parent Leased Real Property (the “Leases”), and in the case of any oral Leaseeach, a written summary of the material terms of such “Parent Real Property Lease. With respect to each of the Leases except as disclosed pursuant to the Disclosure Schedule: (i”) to the Knowledge of Company, such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following and is valid and enforceable against Parent or such Subsidiary and, to the Closing; (iii) Seller’s possession knowledge of Parent, the other parties thereto, in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and quiet enjoyment neither Parent nor any of its Subsidiaries, or to the knowledge of Parent, any other party thereto, has received written notice of any default by Parent or its Subsidiaries under any Parent Real Property Lease which remains uncured as of the date of this Agreement; and (c) as of the date of this Agreement, to the knowledge of Parent, there does not exist any notice or request from any Governmental Entity delivered to Parent or any of its Subsidiaries requiring any construction work or alterations to cure any violation of applicable Law by Parent or any of its Subsidiaries which remains uncured as of the date of this Agreement nor, any pending or, to the knowledge of Parent, threatened, condemnation or eminent domain Proceedings with respect to any of the Parent’s Oil and Gas Properties, Parent Owned Real Property or Parent Leased Real Property. Each of Parent and its Subsidiaries holds such Parent Owned Real Property and Parent Leased Real Property under such Lease as are sufficient to conduct its business as presently conducted, except as has not been disturbedand would not reasonably be expected to have, and there are no disputes with respect to such Lease; (iv) the Company, and any other party to the Lease, is not in breach individually or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does not owe, or shall owe in the futureaggregate, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned any real propertya Parent Material Adverse Effect.

Real Property. The (a) Section 6.12 of the Disclosure Schedule identifies Schedules sets forth the address and description of each leased real property parcel of the Company (the “Owned Real Property and Leased Real Property”). Seller has provided to Buyer a true and complete copy of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (the “Leases”), and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each parcel of the Leases Owned Real Property, and except as disclosed pursuant to the Disclosure Schedulefor Permitted Encumbrances: (i) to the Knowledge Company or one of Companyits Subsidiaries has good and marketable fee simple title, such Lease is legal, valid, binding, enforceable free and in full force and effectclear of all Liens; (ii) during the transactions set forth in this Agreement do not require the consent of any other Person to such Leaselast twelve months, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect to such Lease; (iv) the Company, and any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) neither the Company does not owe, or shall owe in the future, nor any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company of its Subsidiaries has not subleased, licensed leased or otherwise granted to any Person the right to use or occupy such Leased Owned Real Property or any portion thereof; (ixiii) the Company has not collaterally assigned there are no outstanding options, rights of first offer or granted any other security interest in rights of first refusal to purchase such Lease Owned Real Property or any portion thereof or interest therein; (xiv) there are no Liens on the estate or interest created by such Lease; and (xi) pending or, to the Knowledge of CompanySellers, threatened condemnation or expropriation proceedings, lawsuits or administrative actions relating to the Owned Real Property or other legal matters affecting adversely, in any material respect, the current use, occupancy or value thereof; (v) the Owned Real Property has received all Permits required in connection with the occupation or operation thereof as presently occupied and operated and has been operated and maintained in accordance with applicable Laws, except for such Permits that, the failure to obtain, would not reasonably be expected to, individually or in the aggregate have a Material Adverse Effect; (vi) there are no material improvements necessary to use any Owned Real Property to conduct the business of the Company and its Subsidiaries as it is currently being conducted; (vii) 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 Owned Real Property; and (viii) all Owned Real Property is supplied with utilities and other services necessary for the operation of the facilities thereon, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all buildings, structures, improvements, fixtures, building systems of which services are adequate to conduct the business of the Company and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has its Subsidiaries as it ever owned any real propertyis currently being conducted.

Real Property. The Disclosure (a) Schedule identifies 5.20 (all sets forth the address of each leased real property of the Company Seller (the “Leased Real Property”). Seller has provided to Buyer , and a true and complete copy list of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (including the date and name of the parties to such lease or license document) (the “Leases”). Seller has delivered to Buyer a true and complete copy of each Lease, and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each of the Leases except as disclosed pursuant to the Disclosure ScheduleLeases: (i) to the Knowledge of Company, such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect to such Lease; (iv) the CompanySeller, and to Seller’s Knowledge any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company Seller does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the CompanySeller; (viii) the Company Seller has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) the Company Seller has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable fair wear and tear excepted). The Company does not own any real property, nor has it ever owned any real property) and sufficient for the operation of the Focus Factor Business as conducted thereon.

Real Property. Leases. The Disclosure Schedule identifies the address of each leased Company and its Subsidiaries do not own any real property property. Section 2.11 of the Company (Disclosure Schedule sets forth a list of the “Leased Real Property”)Leases. Seller has provided to Buyer a true The Leases grant leasehold estates free and complete copy clear of all leases and subleases (including all amendmentsEncumbrances other than Permitted Encumbrances. The Leases are, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (the “Leases”), and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each of the Leases except as disclosed pursuant to the Disclosure Schedule: (i) to the Knowledge of the Company, such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) effect and enforceable against each of the transactions set forth other parties thereto in this Agreement do all Material respects in accordance with their respective terms, subject to the Enforceability Limitations. The Company and its Subsidiaries are not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a Material breach of or default under such any Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease nor has not been disturbed, and there are no disputes occurred any event that with respect to such Lease; (iv) the Company, and any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or boththe giving of notice or both would constitute a Material breach or default by the Company or its Subsidiaries under any Lease. The Company has not received any notice that the Company or any of its Subsidiaries is in Material breach of or default under any Lease. To the Knowledge of the Company, no other party to any Lease is in Material breach of or default under any Lease, nor, to the Knowledge of the Company, has there occurred any event that with the passage of time or the giving of notice or both would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) to . To the Knowledge of the Company, all buildingsthe operations of the Company and its Subsidiaries on the real property underlying the Leases or such real property underlying the Leases, structuresincluding the improvements thereon, improvementsin any case, fixturesdo not violate in any Material manner any applicable building code, building systems and equipmentzoning requirement, or classification or statute relating to the particular property or such operations, and all components thereofsuch non-violation is not dependent, included in any instance, on so-called non-conforming use exceptions. There are no other parties occupying, or with a right to occupy granted by the applicable Leased Real Property are in good condition Company or its Subsidiaries, the real property underlying the Leases. The Closing will not affect the enforceability against any person of any Lease or the rights of Purchaser or the Surviving Corporation to the use and repair (reasonable wear possession of the real property underlying the Lease for the conduct of business as currently conducted by the Company and tear excepted)its Subsidiaries. The Company does not own any real propertyhas provided Purchaser with a true, nor has it ever owned any real propertycorrect and complete copy of all Leases, together with all amendments thereto or modifications thereof.

Real Property. The Section 3.12 of the Seller Disclosure Schedule identifies sets forth a list, as of the address date hereof, that is complete and accurate in all material respects of each leased (a) the real property owned by Seller or any Transferred Entity with respect to the Business and being transferred to Purchaser as part of the Company Sale hereunder (the “Business Owned Real Property”) and the applicable Seller or Transferred Entity that is the holder thereof and (b) the real property leased, subleased or licensed by any Transferred Entity or other applicable Affiliate of Seller with respect to the Business and being transferred to Purchaser as part of the Sale hereunder, other than the Business Owned Real Property (the “Business Leased Real Property” and, together with the Business Owned Property, the “Business Real Property”). Seller has provided Except as would not reasonably be expected to Buyer be material to the Business and the Transferred Entities, taken as a true whole, each of the Transferred Entities, as applicable, has, good and complete copy of marketable title to all leases Business Owned Real Property and subleases (including all amendmentsa valid leasehold, extensionssubleasehold or license interest, renewalsas applicable, Guarantees and other Contracts with respect thereto) for each such in the Business Leased Real Property (the “Leases”)leased, subleased or licensed by it, in each case free and in the case clear of any oral Leaseall Liens, a written summary of the material terms of such Leaseexcept Permitted Liens. With respect to each of the Leases except as disclosed pursuant to the Disclosure Schedule: (i) There are no pending or, to the Knowledge of CompanySeller, such Lease is legalthreatened condemnation proceedings affecting any Business Owned Real Property or Business Leased Real Property or any material portion thereof, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do except as would not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease reasonably be expected to be legalmaterial to the Transferred Entities and the Business, validtaken as a whole. All leases, bindingsubleases and licenses, enforceable together with all amendments, modifications and supplements thereto (collectively, the “Real Property Leases” and each a “Real Property Lease”) for the Business Leased Real Property are in full force and effect on identical terms following and are enforceable in accordance with their respective terms, subject to the Closing; (iii) Seller’s possession Enforceability Exceptions, except as would not reasonably be expected to be material to the Transferred Entities and quiet enjoyment the Business, taken as a whole. Neither Seller nor any Transferred Entity has received any written notice of the Leased Real Property under such Lease has not been disturbedany, and there are no disputes with respect is no, default or other matter or condition in existence as of the date hereof that would constitute a breach under any Real Property Lease by any of the Transferred Entities under any such lease, sublease or license, except as would not reasonably be expected to such Lease; (iv) the Company, and any other party be material to the LeaseTransferred Entities and the Business, is taken as a whole. Except as would not in breach or default under such Leasereasonably be expected to be material to the Transferred Entities and the Business, and no event has occurred or circumstance exists which, with the delivery of noticetaken as a whole, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems fixtures and equipment, other improvements located on the Business Owned Real Property and all components thereof, included in the applicable Business Leased Real Property are (collectively, the “Improvements”) comply with all applicable Laws. Except as would not reasonably be expected to be material to the Transferred Entities and the Business, taken as a whole, none of the Improvements require any special dispensation, variance or special permit under any Law (whether or not such dispensation, variance or special permit has been issued and obtained). Section 3.12(c) of the Seller Disclosure Schedule sets forth a list, as of the date hereof, that is complete and accurate in good condition all material respects of all easements, servitudes, rights of way and repair similar agreements that encumber, affect or have otherwise granted rights in and to the Business Real Property in favor of the Seller, PSE&G or their respective Affiliates (reasonable wear together with all amendments, modifications and tear exceptedother supplements thereto, the “Existing Affiliate Easements”). The Company does Existing Affiliate Easements do not own any real propertymaterially interfere with, nor has it ever owned any real propertyand would not reasonably be expected to materially interfere with as a result of the exercise of the rights of the parties thereunder, the ordinary conduct of the Business as conducted as of the date hereof at the asset to which they relate, or the use or occupancy thereof.

Real Property. The Disclosure Subsidiaries do not currently own any real property. Schedule identifies the address 2.13 contains a complete and accurate list of each leased lease, sublease, license and other written occupancy agreement pursuant to which the Subsidiaries hold or have been granted the right to use or occupy, now or in the future, any real property of the Company or any portion thereof (collectively, the “Leased Real Property”). Seller has provided to Buyer a true , including any and complete copy of all leases and subleases (including all modifications, amendments, extensions, renewals, Guarantees extensions and other Contracts with respect thereto) for each such Leased Real Property supplements thereto and any assignments thereof (collectively, the “Real Estate Leases”). Neither Seller nor the Subsidiaries have entered into a lease, and in the case sublease, license or other occupancy agreement of any kind, whether oral Leaseor written, pursuant to which Seller or the Subsidiaries have granted to a written summary third party a right to use or occupy any portion of the material terms of such LeaseLeased Real Property. With respect to each All of the Real Estate Leases except as disclosed pursuant to the Disclosure Schedule: (i) to the Knowledge of Company, such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and are in full force and effect on identical terms following in accordance with their respective terms, and neither the Closing; (iii) Subsidiary party, nor, to Seller’s possession Knowledge, any other party thereto, is in breach, violation or default thereunder in any material respect. The Leased Real Property is in good operating condition and quiet enjoyment repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable for the conduct of the Aesthetics Business as presently conducted. Neither the operation of the Seller nor any of its Subsidiaries on the Leased Real Property under nor such Lease has not been disturbedLeased Real Property, and there are no disputes with including the improvements thereon, violate in any material respect any applicable building code, zoning requirement or other Applicable Law relating to such Lease; (iv) the Companyproperty or operations thereon, and any other party such non-violation is not dependent on so-called non-conforming use exceptions. There are no Applicable Laws now in existence or, to the LeaseKnowledge of Seller, is not under active consideration by any Governmental Authority which could require the tenant of any Leased Real Property to make any expenditure in breach excess of $25,000 to modify or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy improve such Leased Real Property or any portion thereof; to bring it into compliance therewith. Neither the Seller (ix) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) with respect to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included Aesthetics Business) nor any Subsidiary shall be required to expend more than $25,000 in the applicable aggregate under all Real Estate Leases to restore the Leased Real Property are at the end of the term of the applicable Real Estate Lease to the condition required under the Real Estate Lease (assuming the conditions existing in good condition such Leased Real Property as of the date hereof and repair (reasonable wear and tear exceptedas of the Closing). The Company does To Seller’s Knowledge, the Subsidiaries have not own in the past been the tenant or guarantor of any real property, nor has it ever owned leasehold premises not listed in Schedule 2.13 in respect of which any real propertyobligations or liabilities could still accrue to either of the Subsidiaries.

Real Property. (a) The Disclosure Acquired Company does not own any real property. (b) Schedule 4.12.1(b) identifies the address of each leased real property of the Company (the “Leased Real Property”). Seller has provided to Buyer a true and complete copy of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (the “Leases”), and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each of the Leases except as disclosed pursuant to the Disclosure Schedule: (i) to the Knowledge of Company, such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect lists the leases relating to such Leased Real Property, whether written or oral (each, a "Lease; (iv) "). To the Company, and any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery Knowledge of noticeSeller, the passage of time or both, would constitute such Acquired Company has a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does not owe, or shall owe valid and subsisting leasehold estate in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Leased Real Property. The Acquired Company has not subleased, licensed or otherwise granted any Person the a right to use or occupy such the Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such . With respect to each Lease; and (xi) , to the Knowledge of CompanySeller, all buildingsexcept as would not, structuresindividually or in the aggregate, improvementsreasonably be expected to have a Material Adverse Effect, fixtures, building systems (i) such Lease is in full force and equipment, effect and all components thereofrents, included required deposits and additional rents due to date pursuant to such Lease have been paid in full, (ii) there is no existing default by the Acquired Company or by the lessor of such Lease, (iii) the Acquired Company has not received any notice that it is in default under such Lease, (iv) the Acquired Company has not received any notice that the owner of the applicable Leased Real Property has made any assignment, mortgage, pledge or hypothecation of such Lease or the rents or use fees due thereunder, and (v) there exists no event, occurrence, condition or act (including the transactions contemplated by this Agreement), that with the giving of notice, the lapse of time or the happening of any further event or condition, would constitute a default by the Acquired Company. The Leases provided to Buyer are all of the leases that constitute the Leased Real Property, and no Leases have been amended, modified or terminated other than amendments or modifications provided to Buyer. (c) To the Knowledge of Seller, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (i) each of the buildings, structures, improvements and systems (including, without limitation, the roof, heating, ventilating, air conditioning, plumbing, electrical and drainage systems) situated or located on the Leased Real Property is in good condition and repair repair, contains no material structural defects and is in a condition sufficient for the Acquired Company to conduct its operations as currently conducted, and (reasonable wear ii) none of the buildings, structures or improvements situated on the Leased Real Property, during the period of time during which such Leased Real Property has been leased by the Acquired Company, has been damaged by fire or other casualty, except for such damage as has been fully repaired and tear excepted)restored. The Company does not own any real property, nor has it ever owned any real property.4.12.2

Real Property. The Disclosure Schedule identifies the address Exhibit 1.53 attached hereto is a true, complete and correct list of each leased real property all of the Company (the “Leased Real Property”). Seller has provided to Buyer a true and complete copy of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (the “Leases”), owned or leased by Seller and used in the case of any oral Lease, a written summary of the material terms of such LeaseU.S. Display Business. With respect to each such parcel of the Leases Real Property, except as disclosed pursuant to the Disclosure Scheduleset forth in Exhibit 1.53 attached hereto: (i) there are no pending or, to the Knowledge of CompanySeller, such Lease is legalthreatened condemnation proceedings, valid, binding, enforceable and in full force and effectlawsuits or administrative actions relating thereto; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect leases, subleases, licenses, concessions or other agreements, written or oral, granting to such Lease; (iv) the Company, and any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned with respect to owned parcels of Real Property, there are no outstanding options or granted any other security interest in such Lease rights of first refusal to purchase, lease or otherwise acquire a parcel or any portion thereof or interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) to the Knowledge of CompanySeller, all buildingsthere are no Persons (other than Seller) in possession of any owned parcel of Real Property, structuresother than tenants under leases or subleases disclosed in Exhibit 1.53 attached hereto who are in possession of space to which they are entitled under such lease or sublease; to the Knowledge of Seller, improvements, fixtures, building systems and equipmentthere is no existing violation of or nonconformity with, and all components thereofSeller is not under investigation with respect to, included has not been charged with and has not received any written notice of any alleged violation of or nonconformity with, any restriction, condition, covenant, commitment, contract or agreement relating thereto, the non-compliance with which would have a Material Adverse Effect; Seller will promptly deliver to Buyer any surveys of any part of the owned Real Property that may be in the applicable Leased possession of Seller; there are no encroachments of buildings or improvements comprising a part of the Real Property onto adjacent property or onto any easements encumbering such Real Property which would have a Material Adverse Effect; and Seller has obtained and delivered to Buyer the commitment (together with copies of all documentary exceptions listed or referred to therein, hereinafter referred to as the "Title Commitment") of Lawyers Title Insurance Corporation (the "Title Company") to issue one or more owner’s (and lender’s) policies of title insurance insuring in one of the Companies good and marketable fee simple title to each parcel of owned Real Property on ALTA Owner’s Form 1992, with no exceptions from coverage other than those pre-printed on the policy and the Permitted Liens. If Buyer desires to obtain, at its sole cost, such owner’s policies of title insurance at Closing, Seller agrees (i) to execute and deliver to Buyer at Closing the Title Company’s standard form of owners affidavit as to mechanics’ liens and possession (with such modifications thereto as are necessary in good order to make the affidavit factually accurate), (ii) to use reasonable efforts to comply with the customary and applicable requirements of Seller contained in the Title Commitment to have such policies issued and (iii) to use reasonable efforts to clear up any of the exceptions from coverage on the Title Commitment that do not in fact affect the Real Property; provided, however, that Seller shall not be required to obtain updated or new surveys of any parcel of owned Real Property and that receipt of such owner’s policies by Buyer shall not be a condition and repair (reasonable wear and tear excepted)precedent to Buyer’s obligations hereunder. The Company does Since January 1, 1998, the Seller has not own received information or notice from any real propertyinsurance company or board of fire underwriters requesting the performance of any work or alteration with respect to the Real Property outside of the ordinary course of business, nor has it ever owned any real propertyor requiring a material increase in the insurance rates applicable to the Real Property.

Real Property. The Disclosure Schedule identifies (a) None of the address of each leased Acquired Companies owns any real property property. Section 3.11(a) of the Company Disclosure Letter sets forth a list of all real property (the “Leased Real Property”). Seller has provided ) currently leased to Buyer any Acquired Company by a true and complete copy third party pursuant to a lease, sublease or other similar agreement under which any Acquired Company is the lessee or sublessee as of all leases and subleases the date hereof (including all amendmentscollectively, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (the “Company Leases”). Except as set forth on Section 3.11(b) of the Company Disclosure Letter, (a) each Company Lease (i) constitutes a valid and binding obligation of the Acquired Company party thereto, and (ii) assuming such Company Lease is binding and enforceable against the other parties thereto, is enforceable against the Acquired Company party thereto, except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting the case rights and remedies of creditors and general principles of equity (whether considered in a proceeding at Law or in equity) and the discretion of a court before which any oral proceeding therefor may be brought, (b) no Acquired Company is or, to the Knowledge of the Company, is alleged to be in breach of or default in any material respect under any Company Lease, a written summary of the material terms of such Lease. With respect to each of the Leases except as disclosed pursuant to the Disclosure Schedule: (ic) to the Knowledge of the Company, such Lease no counterparty is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default in any material respect under such any Company Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect to such Lease; (ivd) the Company, and any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Acquired Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; , (ixe) the Acquired Company has not collaterally assigned or granted any other security interest in such Company Lease or any interest therein; therein and (xf) there are is no Liens on the estate condemnation, expropriation or interest created by such Lease; and (xi) other proceeding in eminent domain pending or, to the Knowledge of the Company, all buildingsthreatened, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable affecting any Leased Real Property are in good condition and repair (reasonable wear and tear excepted)or any portion thereof or interest therein. The Company does not own any real propertyThere is no injunction, decree, order, writ or judgment outstanding, nor has it ever owned any real propertyclaims, litigation, administrative actions or similar proceedings pending or, to the Company’s Knowledge, threatened, relating to the ownership, lease, use or occupancy of the Real Property or any portion thereof, or the operation of the business of the Acquired Companies.

Real Property. The Disclosure Schedule identifies Neither the address Company nor any of each leased its Subsidiaries owns any real property. Each of the leases for real property of to which the Company or any of its Subsidiaries is a party (the “Leased Real Property”). Seller has provided to Buyer a true "Leases") and complete copy of all leases and subleases (including all amendments, extensionsmodifications and/or extensions thereto are listed on Schedule 3.12 hereto. Schedule 3.12 hereto also lists, renewals, Guarantees and other Contracts with respect thereto) for to each such Leased Real Property (Lease, the “Leases”name of the 18 tenant(s), landlord(s), whether the Lease is a lease or a sublease, the current expiration dates and in remaining options to extend the case of any oral LeaseLeases, a written summary of and the material terms of such Leaseminimum monthly rent and additional rent under the Leases. With respect to each of the Leases except as disclosed pursuant to the Disclosure Schedule: Leases, (i) to the Knowledge of Company, such Lease is legal, valid, binding, enforceable and Leases are in full force and effect, are unmodified (other than as listed on Schedule 3.12 hereto) and are binding and enforceable in accordance with their terms; (ii) all rental and other charges payable pursuant to the transactions set forth in this Agreement do not require terms and conditions of the consent of any other Person to such Lease, or such consent Leases have been paid and no rent has been obtained, shall not result paid in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closingadvance more than 30 days; (iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect charges, offsets or defenses against the enforcement by the lessors thereunder of any agreement, covenant or condition on the part of the Company or any of its Subsidiaries, as the case may be, to such Leasebe performed or observed pursuant to the terms of the Leases; (iv) there are no defaults by the CompanyCompany or any of its Subsidiaries, and as the case may be, of any other party agreement, covenant or condition on the part of the Company or such Subsidiary, as the case may be, to be performed or observed pursuant to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, terms of the Leases which with the delivery giving of notice, notice or the passage lapse of time or both, would constitute give rise to the termination of any such a breach or default, or permit the termination, modification or acceleration of rent under such LeaseLeases; (v) there are no security deposit actions or portion thereof deposited with respect proceedings pending or to such Lease has been applied in respect the best of a breach or default the Company's knowledge, threatened, by any lessor under such Lease which has not been redeposited in fullthe Leases; (vi) the Company does consummation of the Offer and the Merger will not owe, constitute a prohibited transfer or shall owe in assignment under any of the future, any brokerage commissions or finder’s fees with respect to such LeaseLeases; and (vii) to the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, knowledge of the Company; (viii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (x) there are no Liens material defaults by any of the respective lessors of any agreement, covenant or condition on the estate part of the lessor to be performed or interest created by such Lease; and (xi) observed pursuant to the Knowledge terms of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned any real propertyLeases.

Real Property. The Disclosure Schedule identifies the address of each leased real property (a) Section 4.9(a) of the Company Disclosure Schedule includes an accurate and complete list of the real property (other than leasehold interests) owned by any of the Companies or Company Subsidiaries at any time since February 1, 2016, or to the Knowledge of Companies owned at time before that date, including the common address and legal description thereof as set forth in the relevant deed pursuant to which such Company or such Company Subsidiary acquired title to each owned real property (the “Leased Owned Real Property”). Seller has provided to Buyer a true The Companies and complete copy the Company Subsidiaries have fee simple title, free and clear of all leases and subleases (including all amendmentsLiens, extensionsother than Permitted Liens, renewals, Guarantees and other Contracts with respect thereto) for each to such Leased Owned Real Property (the “Leases”)Property, and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each of the Leases except as disclosed pursuant to the Disclosure Schedule: (i) to the Knowledge of Company, such Lease is legal, valid, binding, enforceable Companies and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect to such Lease; (iv) the Company, and any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does Subsidiaries have not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleased, licensed leased or otherwise granted to any Person person or entity the right to use or occupy such Leased the Owned Real Property or any portion thereof; (ix, except as set forth in Section 4.9(a) of the Company has not collaterally assigned Disclosure Schedule. Neither the Companies nor the Company Subsidiaries have received written, or granted any other security interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) to the Knowledge of Companythe Companies oral, all buildingsnotice of any condemnation or other proceeding in eminent domain affecting any parcel of Owned Real Property or any portion thereof. Neither the Companies nor the Company Subsidiaries have received written, structuresor to the Knowledge of the Companies oral, notice of the actual or pending imposition of any assessment against the Owned Real Property for public improvements. Neither the Companies nor the Company Subsidiaries have received written, fixturesor to the Knowledge of the Companies oral, building systems and equipmentnotice from any Person within the past three (3) years of any default or breach under any covenant, and all components condition, restriction, right of way, easement or license affecting the Owned Real Property, or any portion thereof, included in that remains uncured. Any easements and rights-of-way that serve the applicable Leased Owned Real Property are valid and enforceable, in good condition full force and repair effect and are not subject to any prior Liens (reasonable wear other than Permitted Liens) that could result in a forfeiture thereof. All applicable permits, licenses and tear excepted). The Company does not own any real propertyother evidences of compliance that are required for the occupancy, nor has it ever owned any real propertyoperation and use of the Owned Real Property have been obtained and complied with.

Real Property. (i) The Disclosure Schedule identifies Company, the address of each leased real property of Operating Partnership or the Company Subsidiaries have fee simple title (the “Leased Real Property”). Seller has provided to Buyer a true and complete copy of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (the “Leases”), and or in the case of any oral Leaseground leases, a written summary valid leasehold interest) to all of the material terms real properties described in the General Disclosure Package as owned or leased by them and the improvements (exclusive of improvements owned by tenants or by landlords, if applicable) located thereon (collectively, the “Properties”), in each case, free and clear of all liens, encumbrances, claims, security interests, restrictions and defects, except such as are disclosed in the General Disclosure Package or as an exception to the title insurance reports furnished by the Company to counsel for the Managers, the Forward Purchasers and the Forward Sellers or do not materially adversely affect the value of such Lease. With respect Property and do not materially interfere with the use made and proposed to be made of such Property by the Company, the Operating Partnership or any of the Subsidiaries; (ii) except as otherwise set forth in or described in the General Disclosure Package, the mortgages and deeds of trust encumbering the Properties are not convertible into debt or equity securities of the Company, the Operating Partnership or any of the Subsidiaries and such mortgages and deeds of trust are not cross-defaulted with any loan not made to, or cross-collateralized to any property not owned directly or indirectly by, the Company, the Operating Partnership or any of the Subsidiaries; (iii) except as otherwise set forth in or described in the General Disclosure Package, none of the Company, the Operating Partnership or any of the Subsidiaries has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof which if consummated would reasonably be expected to have a Material Adverse Effect, and none of the Company, the Operating Partnership or any of the Subsidiaries knows of any such condemnation or zoning change which is threatened and, in each case, which if consummated would reasonably be expected to have a Material Adverse Effect, whether or not arising from transactions in the ordinary course of business; (iv) each of the Leases except as disclosed pursuant Properties complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the Disclosure Schedule: (i) Properties), except if and to the Knowledge extent disclosed in the General Disclosure Package and except for such failures to comply that would not individually or in the aggregate reasonably be expected to materially affect the value of the Properties or interfere in any material respect with the use made and proposed to be made of the Properties by the Company, the Operating Partnership or any of the Subsidiaries; (v) the Company, the Operating Partnership or a Subsidiary has obtained title insurance on the fee interests in each of the Properties, in an amount that is commercially reasonable for each Property, but at least equal to the original purchase price of each such Lease is legalProperty, valid, binding, enforceable and all such policies of insurance are in full force and effect; (iivi) except as otherwise described in the transactions set forth in this Agreement do not require the consent General Disclosure Package, none of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect to such Lease; (iv) the Company, and the Operating Partnership, any other party of the Subsidiaries or, to the Leasebest knowledge of the Transaction Entities, any tenant of any of the Properties is not in breach or default under such Lease(x) any space lease (as lessor or lessee, as the case may be) relating to any of the Properties, (y) any of the mortgages or other security documents or other agreements encumbering or otherwise recorded against the Properties, or (z) any ground lease, sublease or operating sublease relating to any of the Properties, and no neither the Company nor the Operating Partnership knows of any event has occurred or circumstance exists which, with the delivery of notice, but for the passage of time or the giving of notice, or both, would constitute a default under any of such a breach documents or defaultagreements, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited except with respect to (x), (y) and (z) immediately above any such Lease has been applied in respect of default that would not have a breach or default under such Lease which has not been redeposited in fullMaterial Adverse Effect; (vi) the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; and (vii) except as otherwise described in the other party General Disclosure Package or would not, singly or in the aggregate, have a Material Adverse Effect, no tenant under any of the leases at the Properties has a right of first refusal to purchase the premises demised under such Lease is not an Affiliate of, and otherwise does not have any economic interest inlease. The Company, the Company; (viii) Operating Partnership and the Company has Subsidiaries do not subleasedown or control, licensed directly or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned or granted indirectly any other security fee interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any material real property, nor has it ever owned any other than the real propertyproperty described in the General Disclosure Package.

Real Property. The Disclosure Schedule identifies the address of each leased real property of the Company (the “Leased Real Property”). Seller has provided to Buyer a true and complete copy of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (the “Leases”), and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each of the Leases except as disclosed pursuant to the Disclosure Schedule: (i) Leases. Schedule 6(dd) annexed hereto contains a complete and correct list of all real estate leases (the "Leases") pursuant to which the Company or the Subsidiary occupies or uses real property in connection with the Company's Video Business and the Subsidiary's business, respectively, setting forth the address, landlord, remaining terms, base rent and tenant for each Lease. The Company has delivered to the Knowledge Purchaser correct and complete copies of Company, such the Leases. Each Lease is legal, valid, binding, enforceable enforceable, and in full force and effect; , except as may be limited by bankruptcy, insolvency, reorganization and similar Applicable Laws affecting creditors generally and by the availability of equitable remedies. Neither the Company or the Subsidiary nor the landlord under any of the Leases is (ii) or upon the consummation of the transactions set forth contemplated hereby, will be) in this Agreement do not require the consent of default, violation or breach in any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default respect under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect to such Lease; (iv) the Company, and any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists whichand is continuing that constitutes or, with the delivery of notice, notice or the passage of time or both, would constitute such a breach or default, violation or permit breach in any respect under any Lease. None of the terminationLeases have been pledged, modification mortgaged, assigned, modified or acceleration amended by the Company or the Subsidiary. Each Lease grants the tenant under the Lease the exclusive right to use and occupy the demised premises thereunder. Each of rent the Company and the Subsidiary, as the case may be, has good and valid title to the leasehold estate under such Lease; (veach Lease free and clear of all liens created by the Company or the Subsidiary, as the case may be. Each of the Company and the Subsidiary, as the case may be, enjoys peaceful and undisturbed possession under its respective Leases for the leased real property. Except as set forth on Schedule 6(dd) annexed hereto, no security deposit consent is required by any landlord, lessor, ground lessor, mortgagee, or portion thereof deposited other party holding any interest in connection with respect to such Lease has been applied or in respect of a breach or default under such Lease which has not been redeposited in full; (vi) any of the Company does not oweLeases, or shall owe in by virtue of the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned any real propertytransactions contemplated hereby.

Real Property. The Acquired Companies do not own any real property or any interest in real property, except for the leasehold interests created under the real property leases identified in Part 2.10(b)(i) of the Disclosure Schedule (collectively, the “Leased Properties”). No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or sale from or to any of the Acquired Companies of any real property. Part 2.10(b)(i) of the Disclosure Schedule identifies all of the address Leased Properties. None of each leased the Acquired Companies is a party to, or under any agreement to become a party to, any lease with respect to real property other than the leases disclosed in Part 2.10(b)(i) of the Company (Disclosure Schedule. Each such lease in respect of the “Leased Real Property”). Seller has provided to Buyer Properties is in good standing in all material respects, creates a true good and complete copy of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (the “Leases”), and valid leasehold estate in the case of any oral LeaseLeased Properties thereby demised and, a written summary subject to the Enforceability Exceptions, is in full force and effect without amendment, except as disclosed in Part 2.10(b)(ii) of the material terms of such LeaseDisclosure Schedule. With respect to each lease in respect of the Leases except as disclosed pursuant to the Disclosure ScheduleLeased Properties: (i) all rents and additional rents due and payable as of the date of this Agreement have been paid, (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by the lessor, (iii) there exists no event of default under such lease, or event, occurrence, condition or act which would become an event of default under such lease, and (iv) to the Knowledge of Companythe Acquired Companies, such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) all of the transactions set forth in this Agreement do not require the consent of covenants to be performed by any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default party under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment lease have been fully performed. Each of the Leased Real Property under such Lease has not been disturbed, Properties is adequate and there are no disputes with respect to such Lease; (iv) suitable in all material respects for the Company, purposes for which it is presently being used and any other party to one or more of the Lease, is not in breach or default under such Lease, Acquired Companies have adequate rights of ingress and no event has occurred or circumstance exists which, with egress into each of the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned any real propertyProperties.

Real Property. (a) The Disclosure Company has never and currently does not own any real property. Schedule identifies the address 2.13 sets forth a true, correct and complete list of each leased all real property of and interests in real property leased or subleased by the Company as lessee and that relates to or is used in connection with the Business (individually, a “Company Property” and collectively as the “Leased Real PropertyCompany Properties”). Seller has provided to Buyer a true ) and complete copy of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) identifies for each such Leased Real lease of Company Property (individually, a “Lease” and, collectively, the “Leases”) the parties thereto, the address of the property subject thereto (where available), and in the case rent payable thereunder, the terms of any oral renewal options, the substance of any amendments or modifications thereto and any reciprocal easement or operating agreements relating thereto. The Company has a good, marketable and valid leasehold interest in each Company Property, subject only to Permitted Liens. The Company has previously made available to Buyer and/or its counsel true, correct and complete copies of each Lease, a written summary of the material terms of such Leasetogether with all amendments, modifications, supplements, waivers and side letters related thereto. With respect to each of the Leases except as disclosed pursuant to the Disclosure ScheduleLease: (i) to the Knowledge of Company, such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment none of the Leased Real Property under such Lease has not been disturbedCompany or, and there are no disputes with respect to such Lease; (iv) the knowledge of the Company, and any other party to the Lease, Lease is not in breach or default under such Leasethereunder and, and to the knowledge of the Company, no event has occurred or circumstance exists which, with the delivery of notice, the passage notice or lapse of time or both, would constitute such a breach or default, default or permit the termination, modification or acceleration of rent under such the Lease; (iii) no party to the Lease has repudiated any provision thereof; (iv) there are no disputes, oral agreements or forbearance programs in effect as to the Lease; (v) no security deposit or portion thereof deposited with respect to such the Lease has been applied in respect of a breach or default under such Lease which has not been redeposited modified in fullany respect, except to the extent that such modifications are disclosed by the documents made available to Buyer; (vi) the Company does has not oweassigned, transferred, conveyed, mortgaged, deeded in trust or shall owe encumbered any interest in the future, any brokerage commissions or finder’s fees with respect to such Lease; and (vii) the other party Lease covers the entire estate it purports to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned any real propertycover.

Real Property. The Section 5.21 of the Buyer Disclosure Schedule identifies the address Memorandum sets forth a complete list of each leased all real property leased by the Buyer Entities as of the Company date hereof (the “Buyer Leased Real Property”). Seller has provided to Buyer a true and complete A copy of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) the lease for each such Buyer Leased Real Property (individually, a “Buyer Lease” and collectively, the “Buyer Leases”), and in the case ) has been provided to Target prior to execution of any oral Lease, a written summary of the material terms of such Leasethis Agreement or has been delivered or made available to Target. With respect to each of the Leases except as disclosed pursuant to the Disclosure ScheduleBuyer Lease: (i) to the Knowledge of Company, such Buyer Lease is legal, valid, bindingand binding on the Buyer Entity party thereto, and, to the Knowledge of Buyer, each other Person party thereto, and is enforceable and in full force and effect; (ii) except as set forth on Section 5.21 of the Buyer Disclosure Memorandum, the transactions set forth in contemplated by this Agreement do not require the consent of any other Person party to such Buyer Lease, or such consent has been obtained, shall will not result in a breach of or default under such Buyer Lease, or otherwise cause such Buyer Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; and (iii) Seller’s possession and quiet enjoyment no Buyer Entity nor, to the Knowledge of the Leased Real Property under such Lease has not been disturbedBuyer, and there are no disputes with respect to such Lease; (iv) the Company, and any other party to the a Buyer Lease is in material Default under such Buyer Lease, is not in breach or default under such Leaseand, and to the Knowledge of Buyer, no event has occurred or failed to occur or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or defaultmaterial Default, or permit the termination, material modification or acceleration of rent under such Buyer Lease; . No Buyer Entity (vi) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does not oweowns, or shall owe in the futuresince January 1, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of2011, and otherwise does not have any economic interest inhas owned, the Company; (viii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor (ii) has it ever owned guaranteed payment of any purchase price or rent for any real property, or (iii) is obligated to purchase or rent any real property, other than under the Buyer Leases.

Real Property. The Company does not own any real property. Part 2.9(b) of the Disclosure Schedule identifies sets forth the address of each leased real property parcel of the Company (the “Leased Real Property”). Seller has provided to Buyer , and a true and complete copy list of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) Leases for each such Leased Real Property (including the “Leases”date and name of the parties to such Lease document). Company has made available to Purchaser 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. With Except as set forth in Part 2.9(b) of the Disclosure Schedule, with respect to each of the Leases except as disclosed pursuant to the Disclosure ScheduleLeases: (i) to the Knowledge of Company, such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in contemplated by this Agreement do not require the consent of any other Person party to such LeaseLease (except for those Leases for which Lease Consents are obtained), or such consent has been obtained, shall will not result in a breach of or default under such Lease, or and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable by Company in accordance with its terms and in full force and effect on identical terms following the ClosingMerger I Effective Time; (iiiii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect to such Lease; (iviii) the none of Company or to Company, and ’s Knowledge any other party to the Lease, Lease is not in breach of or default under such Lease, and to Company’s Knowledge no event has occurred or circumstance exists whichwith respect to any other party to the Lease that, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (viv) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach of or default under such Lease which that has not been redeposited in full; (vi) the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (viiv) the other lessor party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viiivi) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such the Leased Real Property or any portion thereof; (ixvii) the Company has not collaterally assigned or granted any other security interest Encumbrance in such Lease or any interest therein; and (xviii) there are no Liens Encumbrances on the estate or interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned any real property.

Real Property. The Disclosure Schedule identifies the address of each leased real property of the Company (the “Leased Real Property”). Seller has provided to Buyer a true and complete copy of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect theretoa) for each such Leased Real Property (the “Leases”), and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each such parcel of the Leases except as disclosed pursuant to the Disclosure ScheduleOwned Real Property: (i) the Contributor has good and marketable title to the Owned Real Property, free and clear of any Liens except for Permitted Liens; (ii) there are no pending or, to the Knowledge of Companythe Contributor, such Lease is legalthreatened, validcondemnation proceedings, binding, enforceable and in full force and effect; (ii) lawsuits or administrative actions relating to the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the ClosingOwned Real Property; (iii) Seller’s possession the legal description for Owned Real Property contained in the deed thereof describes such Owned Real Property fully and quiet enjoyment adequately, the buildings and improvements are located within the boundary lines of the Leased described parcels of land, are not in violation of applicable setback requirements, zoning laws and ordinances (and none of the Owned Real Property under such Lease has or buildings or improvements thereon are subject to “permitted non-conforming use” or “permitted non-conforming structure” classification), and do not encroach on any easement that may burden the land, and the land does not serve any adjoining property for any purpose inconsistent with the use of the land, except as is set forth on Section 2.13 of the Disclosure Schedule, the property is not located within any flood plain or subject to any similar type restriction for which any material Assigned Licenses have not been disturbed, obtained and there are no disputes access to the property is provided by paved public right of way with respect to such Leaseadequate curb cuts available; (iv) the Company, and any other party to the Lease, is not all facilities have received all approvals of Governmental or Regulatory Authorities (including Licenses) required in breach or default under such Lease, and no event has occurred or circumstance exists which, connection with the delivery of notice, the passage of time ownership or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Leaseoperation thereof and have been operated and maintained in accordance with applicable Laws; (v) except as set forth in Section 2.13 of the Disclosure Schedule, there are no security deposit leases, subleases, Licenses, concessions, easements, servitudes, rights-of-way, encumbrances or other Contracts granting to any party or parties the right of use or occupancy of any portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in fullthe Owned Real Property; (vi) neither the Company does not oweleases, subleases, Licenses, concessions, easements, servitudes, rights-of-way, encumbrances or shall owe Contracts set forth in Section 2.13 of the Disclosure Schedule nor the enforcement of any rights thereunder by any party thereto have or may have a material adverse impact on the Acquiror’s ability to continue to operate the Owned Real Property as a refinery in the future, any brokerage commissions or finder’s fees same manner as the Contributor has operated the same prior to the Closing Date and (vii) with respect to such Lease; (vii) the other party to such Lease is not an Affiliate easements, licenses and rights-of, and otherwise does not have any economic interest in-way comprising the Owned Real Property, the Company; (viii) Contributor has good and marketable title to or interests therein sufficient to enable the Company has not subleased, licensed or otherwise granted any Person the right Acquiror to use or occupy such Leased Real Property or any portion thereof; (ix) and operate the Company has not collaterally assigned or granted any other security interest Contributed Assets in such Lease or any interest therein; (x) there are no a reasonable and customary manner, free and clear of Liens on the estate or interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned any real propertyexcept Permitted Liens.

Real Property. The Company owns no real property. Section 3.13 of the Disclosure Schedule identifies the address of each leased lists all real property of and interests in real property leased by or to the Company (the each, a “Leased Real Property”). Seller The Company has provided delivered to Buyer a true Purchaser complete and complete copy accurate copies of all leases and subleases (such leases, including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (the “Leases”)any subleases, and in the case of any oral Lease, a written summary of the material terms of such Leaseoperating agreements relating thereto. With respect to each of the Leases Leased Property, except as disclosed pursuant to set forth in Section 3.13 of the Disclosure Schedule: (i) the Company has good and valid title to the Knowledge leasehold estate relating thereto, free and clear of Companyall 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 Leased Property), leases, assignments, subleases, easements, covenants, rights of way and other similar restrictions of any nature whatsoever, other than those identified in the leases and operating agreements provided to Purchaser and other matters which would not reasonably be expected to materially impair the current uses or the occupancy by the Company of such Lease Leased Property; (ii) the lease relating to such Leased Property is in writing and is legal, valid, binding, enforceable and in full force and effecteffect and enforceable in accordance with its terms; (iiiii) the transactions set forth in this Agreement do not require the consent of any other Person lease relating to such LeaseLeased Property will, or such consent has been obtainedimmediately following the Closing Date, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease continue to be legal, valid, binding, enforceable and in full force and effect and enforceable in accordance with its terms as in effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect to such Leasedate hereof; (iv) the CompanyCompany is not and, and any to the Knowledge of the Seller, no other party to the Leaselease relating to such Leased Property is, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or defaultviolation of, or permit the terminationin default under, modification or acceleration of rent under such Leaselease; (v) no security deposit or portion thereof deposited all facilities included in such Leased Property are supplied with respect to utilities and other services adequate for the operation of such Lease has been applied facilities in respect of a breach or default under such Lease which has not been redeposited in fullthe manner currently used by the Company; (vi) all rents and additional rents due and payable through the Company does not owe, or shall owe in Closing Date on the future, any brokerage commissions or finder’s fees with respect lease relating to such LeaseLeased Property have been paid; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) to the Knowledge of Companythe Seller, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable current use by the Company of the facilities located on such Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own violate any real propertylocal zoning or similar land use requirement or other Law in any material respect; and (viii) all necessary third party consents, nor has it ever owned any real propertyapprovals, filings and registrations required to be obtained by the Company with respect to such leases in connection with the transactions contemplated by this Agreement or otherwise, have been made or obtained.

Real Property. The Disclosure (a) Neither of the Sellers owns any real property. Schedule identifies 4.8 sets forth a complete list, as of the date hereof, of the address of each leased parcel of real property leased, subleased, licensed or otherwise occupied by either of the Company Sellers, including all buildings and other structures or improvements located thereon and all easements, licenses, rights, and appurtenances of the Sellers in connection therewith (the “Leased Real PropertyFacilities”). The Leased Facilities constitute all of the real property used or required by the Seller has provided in connection with the operation of the Business as currently conducted. The Seller has: (i) a valid leasehold interest in all Leased Facilities, free and clear of all Liens except for the Permitted Liens; (ii) made available to the Buyer a true and complete copy copies of all leases and subleases (each lease, sublease, license or occupancy agreement underlying the Leased Facilities, including all amendments, extensionsmodifications, renewalsrenewals and extensions thereto or assignments thereof (each a “Lease” and collectively, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (the “Leases”), and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each of the Leases except as disclosed pursuant to the Disclosure Schedule: (i) to the Knowledge of Company, such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the ClosingSchedule 4.8; (iii) Seller’s possession and quiet enjoyment complied in all material respects with the terms of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect all Leases to such Leasewhich it is a party; (iv) peaceful and undisturbed possession of the Company, and any other party to the Lease, is not Leased Facilities in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Leaseall material respects; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does not oweassigned, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such any of the Leased Real Property Facilities or any portion thereof; and (ixvi) the Company has not collaterally assigned or granted any other security interest in such Lease the Leases or any interest therein; (x) thereunder. Other than the rights of Buyer under this Agreement, there are no Liens on outstanding options, rights of first offer or rights of first refusal to lease the estate Leased Facilities or interest created any portion thereof. No option, extension or renewal has been exercised under any Leases except options, extensions or renewals whose exercise has been evidenced by such a written document, a true and complete copy of which has been made available to Buyer with the corresponding Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned any real property.

Real Property. The Disclosure Schedule identifies Except for those matters as have not had and would not reasonably be expected to have, individually or in the address of each leased aggregate, a Parent Material Adverse Effect, (a) Parent and its Subsidiaries have good, valid and marketable title to all the real property owned by Parent and its Subsidiaries (collectively, the “Parent Owned Real Property”) and valid leasehold estates in all of the Company real property leased or subleased by Parent and any of its Subsidiaries (collectively, the “Parent Leased Real Property”). Seller has provided ) (whether as tenant, subtenant or pursuant to Buyer a true other occupancy arrangements) by Parent or any Subsidiaries free and complete copy clear of all leases and subleases Encumbrances in all material respects, except Permitted Encumbrances, (including all amendmentsb) to the knowledge of Parent, extensionsthere are no pending disputes related to the Parent Owned Real Property, renewals(c) each agreement under which Parent or any of its Subsidiaries is the landlord, Guarantees and other Contracts sublandlord, tenant, subtenant, or occupant with respect thereto) for each such to the Parent Leased Real Property (the “Leases”), and in the case of any oral Leaseeach, a written summary of the material terms of such “Parent Real Property Lease. With respect to each of the Leases except as disclosed pursuant to the Disclosure Schedule: (i”) to the Knowledge of Company, such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following and is valid and enforceable against Parent or such Subsidiary and, to the Closing; (iii) Seller’s possession and quiet enjoyment knowledge of Parent, the Leased Real Property under such Lease has not been disturbedother parties thereto, in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and there are no disputes with respect neither Parent nor any of its Subsidiaries, or to such Lease; (iv) the Companyknowledge of Parent, and any other party thereto, has received written notice of any default under any Parent Real Property Lease and to the Lease, is not in breach knowledge of Parent as of the date of this Agreement no facts or default under such Lease, and no event has occurred or circumstance exists which, circumstances exist which with the delivery of notice, the passage of time or both, and/or notice would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; any Parent Real Property Lease, (vid) there is no pending or, to the knowledge of Parent, threatened, condemnation or eminent domain Proceedings that affect any of the Parent Owned Real Property or the Parent Leased Real Property, (e) the Company does not owe, or shall owe in Parent Owned Real Property and the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Parent Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest is in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; good order, condition and repair and is reasonably sufficient for Parent’s business as currently conducted and (xif) to the Knowledge knowledge of CompanyParent, all buildings, structures, improvements, fixtures, building systems the Parent Owned Real Property and equipment, and all components thereof, included in the applicable Parent Leased Real Property are comply in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned any real propertyall material respects with all applicable Laws.

Real Property. The Disclosure Schedule identifies Neither the address Company nor any of each leased its Subsidiaries owns any real property property. Section 4.1(r) of the Company Disclosure Letter contains a true, correct and complete list, as of the date of this Agreement, of all of the existing leases, subleases, licenses or other agreements pursuant to which the Company or any of its Subsidiaries uses or occupies, or has the right to use or occupy, any real property for which annual base rent exceeds $350,000 (such property, the “Leased Real Property,” and each such lease, sublease, license or other agreement and all amendments and modifications thereto, a “Lease”). Seller The Company has provided made available to Buyer a true Parent complete and complete copy correct copies of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (the “Leases”), and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each of the Leases Lease and except as disclosed pursuant would not reasonably be expected to have, individually or in the Disclosure Schedule: aggregate, a Company Material Adverse Effect, (i) to the Knowledge of Company, such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect to such Lease; (iv) the Company, and any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) the Company one of its Subsidiaries has not collaterally assigned or granted any other security interest (other than Permitted Liens) in such Lease or any interest therein; (xii) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease; (iii) the Company or one of its Subsidiaries has valid leasehold estates in the Leased Real Property, free and clear of all Liens (other than Permitted Liens); (iv) neither the Company nor any of its Subsidiaries and to the knowledge of the Company, no third party is, as of the date hereof, in material breach of or default pursuant to any Lease and, as of the date hereof, no fact, circumstance or event has occurred or is continuing that with notice or lapse of time would constitute a material breach or default thereunder by the Company or any of its Subsidiaries or any other party; and (xiv) there are no subleases, licenses or similar agreements granting to any Person, other than the Knowledge Company or any of Companyits Subsidiaries, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in any right to use or occupy the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real propertyProperty, nor has it ever owned any real propertyexcept for the Permitted Liens.

Real Property. The Disclosure Schedule identifies the address of each leased real property of Neither the Company (the “Leased nor its Subsidiaries own any Real Property”. Schedule 5.2(n) constitutes a complete and correct list of all Real Properties leased by the Company or its Subsidiaries ("Leases"). Seller has provided to Buyer a true and complete copy of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (the “Leases”), and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each of the Leases except as disclosed pursuant to the Disclosure Schedule: (i) to the Knowledge of Company, such Each Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment constitutes a valid and binding obligation of the Leased Real Property under such Lease has not been disturbedCompany or a Subsidiary, and there are no disputes with respect as applicable, and, to such Lease; (iv) the Company's knowledge, all other parties thereto and any other party to is enforceable in accordance with its terms. The Company or the Lease, is not in breach or default under such Lease, and no event applicable Subsidiary has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleased, licensed or otherwise granted any Person the sole right to use or occupy such Leased the Real Property or any portion thereof; (ix) subject of each Lease and, upon the consummation of the transactions contemplated hereby, each Lease will continue in full force and effect and constitute a valid and binding obligation on the part of the Company has not collaterally assigned or granted any the relevant Subsidiary and, to the Company's knowledge, all other security interest in parties to such Lease, and such Lease or any interest therein; (x) there are is enforceable in accordance with its terms. The Company has received no Liens on the estate or interest created by such Lease; and (xi) notice of and, to the Knowledge Company's knowledge no portion of Companythe Real Property is subject to, all buildingsany pending condemnation proceeding by any public or quasi-public authority and, structures, improvements, fixtures, building systems there is no threatened condemnation proceeding with respect thereto. Each of the properties constituting the Real Property is supplied with utilities and equipmentother services necessary for the operation of the facilities located thereon as presently conducted, and all components thereofof such services are adequate to conduct that portion of the Business as is presently conducted at such facility. Except as set forth on Schedule 5.2(n), included neither the Company nor any Subsidiary has sublet, underlet or assigned any portion of the Real Property and no third party is in possession of any portion of the Real Property. To the Company's knowledge, the structures, improvements and fixtures at or upon the Real Property, including, but not limited to, roofs and structural elements thereof and the electrical, plumbing, heating, ventilation, air conditioning and similar units and systems, have to date been maintained in a reasonable manner for the conduct of the Business and are in reasonable operating condition to allow the Business to continue to be conducted as heretofore conducted, subject to the provision of usual and customary maintenance and repair performed in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned any real propertyordinary course of business consistent with past practice.

Real Property. The Disclosure (a) Schedule identifies the address 3.12 sets forth each parcel of each leased real property leased by Xxxxxxx and used in or necessary for the operation of the Company Facilities (together with all rights, title and interest of either Seller in and to leasehold improvements relating thereto, including security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”). Seller has provided Sellers have made available to Buyer a true and complete copy list of all leases leases, subleases, licenses, concessions and subleases other agreements (whether written or oral), including all amendments, extensions, extensions renewals, Guarantees guarantees and other Contracts agreements with respect thereto) for each such , pursuant to which Sellers hold any Leased Real Property (collectively, the “Leases” and individually a “Lease”), and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each of the Leases except as disclosed pursuant to the Disclosure ScheduleLease: (i) to the Knowledge of Company, such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following and free of all Liens except Permitted Liens, and, to the Closing; (iii) Seller’s Knowledge of Sellers, each Seller enjoys peaceful and undisturbed possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect to such LeaseProperty; (ivii) the Company, and any other party to the Lease, no Seller is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of default by such Seller; (iii) each Seller has paid all rent currently due and payable under such Lease; (iv) neither Seller has received nor given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by such Seller under any of the Leases and, to the Knowledge of Sellers, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto; (v) no security deposit or portion thereof deposited with respect to such Lease Seller has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleased, licensed assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; (ixvi) the Company no Seller has not collaterally assigned pledged, mortgaged or otherwise granted any other security a Lien on its leasehold interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property and (vii) no brokerage commissions are in good condition due and repair (reasonable wear payable, or will become due and tear excepted). The Company does not own payable, with respect to any real property, nor has it ever owned any real propertyLeased Real Property.

Real Property. The Disclosure Schedule identifies In each case as relates to the address of each leased Business, Seller does not own any real property and does not hold any Contract, option or other rights to purchase or acquire any real property (except for purchase options, if any, contained in the Leases). Schedule 2.2(a)(iii) and Schedule 9.2(e)(v) together list all of the Company (real property leased by the “Leased Real Property”). Seller has provided to Buyer a true and complete copy of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (used by the “Leases”), and Seller primarily in the case of any oral Lease, a written summary operation of the material terms of such LeaseBusiness. With respect to each Lease that Seller will assign its interest in, and with respect to those leases of the Leases except as disclosed pursuant space that Seller will grant a Facility License to the Disclosure ScheduleBuyer: (a) such lease constitutes the entire agreement to which the Seller is a party with respect to the interest leased thereunder; (b) the Seller has not assigned, sublet, transferred or conveyed any interest in such lease or the interest leased thereunder (other than any sublease or license that has expired prior to Closing, which sublease or license, and occupancy thereunder, will not interfere in any material manner with Buyer’s use and occupancy of such site after Closing); (c) the Seller has not received any notice of default with respect to such lease and to Seller’s Knowledge, no event has occurred which (whether with or without notice, lapse of time or both or the happening or occurrence of any other event) would constitute a default under such lease; (d) to the Seller’s Knowledge, there are no condemnation or eminent domain proceedings pending, contemplated or overtly threatened against the interest leased thereunder. The Seller has provided the Buyer copies of (i) the prime lease concerning Seller’s interest under the subleases which will be transferred to the Knowledge of Company, such Lease is legal, valid, binding, enforceable Buyer and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person lease that concerns space that will be licensed to such Lease, or such consent has been obtained, shall not result in Buyer under a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect to such Lease; (iv) the Company, and any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned any real propertyFacility License.

Real Property. (a) The Disclosure Schedule identifies the address of each leased Company owns no real property and has no interest of any type in any real property other than the Leases. (b) Schedule 3.13(b) describes each Leased Real Property and each lease of real property, for office use or otherwise, written or unwritten, to which the Company is a party or is in any way bond or obligated (collectively, the “Leases”). Other than the Leases, there are no other leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which the Company holds any Leased Real Property”). Seller has provided Sellers have delivered to Buyer a true and complete copy of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (the “Leases”), and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each of the Leases except as disclosed pursuant to the Disclosure ScheduleLease: (i) to the Knowledge of Company, such Lease is legal, valid, binding, enforceable and in full force and effect, and the Company enjoys peaceful and undisturbed possession of the Leased Real Property; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect to such Lease; (iv) the Company, and any other party to the Lease, Company is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit and the termination, modification or acceleration of Company has paid all rent due and payable under such Lease; (viii) the Company has not received nor given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company under such Lease and, to the Knowledge of any Seller, no security deposit or portion thereof deposited with respect other party is in default thereof, and no party to such Lease has been applied in exercised any termination rights with respect of a breach or default under such Lease which has not been redeposited in fullthereto; (vi) the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viiiiv) the Company has not subleased, licensed assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and (ixv) the Company has not collaterally assigned pledged, mortgaged or otherwise granted any other security a Lien on its leasehold interest in such Lease any Leased Real Property. 6 (c) The Company has not received any written notice of (i) material violations of building codes and/or zoning ordinances or any interest therein; other governmental or regulatory Laws affecting the Leased Real Property, (xii) there are no Liens on existing, pending or threatened condemnation proceedings affecting the estate Leased Real Property, or interest created by such Lease; and (xiiii) to the Knowledge of Companyexisting, all buildings, structures, improvements, fixturespending or threatened zoning, building systems code or other moratorium proceedings, or similar matters which could reasonably be expected to materially and equipment, and all components thereof, included in adversely affect the applicable ability to operate the Leased Real Property are as currently operated. Neither the whole nor any material portion of any Leased Real Property has been damaged or destroyed by fire or other casualty. (d) The Leased Real Property is sufficient for the continued conduct of the Business after the Closing in good condition substantially the same manner as conducted prior to the Closing and repair (reasonable wear constitutes all of the office and tear excepted)other space necessary to conduct the Business as currently conducted. The Company does not own any real property, nor has it ever owned any real property.3.12

Real Property. The Disclosure Schedule identifies Except as would not have, individually or in the address aggregate, a Company Material Adverse Effect: (a) the Company and its Subsidiaries have good, marketable and valid fee simple title to all of each leased the real property owned by the Company and its Subsidiaries (the “Owned Real Property”), free and clear of Liens, except Permitted Liens; (b) the Company or a Subsidiary of the Company has good and valid title or valid leasehold interests, as applicable, in all of its owned or leased real property, free and clear of all Liens (except for Permitted Liens and all other title exceptions, changes, defects, easements, restrictions, encumbrances and other matters, whether or not of record, that do not materially affect the current and continued use of the applicable property for the purposes for which such property is currently being used by the Company or a Subsidiary of the Company as of the date hereof); (c) each lease, license, sublease and occupancy agreement (each, a “Lease”) with respect to real property leased, licensed, subleased or otherwise used by the Company or its Subsidiaries as lessee or sublessee (the “Leased Real Property”). Seller has provided to Buyer a true and complete copy of all leases and subleases (including all amendments, extensionstogether with the Owned Real Property, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (the “LeasesReal Property”), is in full force and effect and enforceable in accordance with their respective terms against the case of any oral LeaseCompany or its Subsidiaries that are party thereto and, a written summary to the Knowledge of the material terms Company, to the other parties thereto; (d) neither the Company nor any of such Lease. With respect to each its Subsidiaries is in breach or default under any of the Leases except as disclosed pursuant to the Disclosure Schedule: Leases; (ie) to the Knowledge of Company, such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect to such Lease; (iv) the Company, there is no pending or written threat of condemnation or similar action affecting any of the Real Property; and any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (xf) there are no Liens on Contracts or Leases entered into by the estate Company and its Subsidiaries affecting the Real Property or interest created by such Lease; and (xi) to for the Knowledge lease or sublease of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable any Leased Real Property with any of their respective Affiliates or Subsidiaries, other than any Contracts or Leases entered into in the ordinary course of business consistent with past practice, which Contracts and Leases are in good condition each on commercially market terms. Section 3.15 of the Company Disclosure Letter sets forth a true and repair (reasonable wear complete list of all Owned Real Property and tear excepted)material Leased Real Property. The Company does not own any real propertyhas made available to Parent copies of all deeds, nor has it ever owned any real propertysurveys, title policies or title reports in the Company’s possession or control for each parcel of Owned Real Property, together with true and complete copies of each material Lease.

Real Property. The 29 - (a) Seller does not own any Owned Real Property. (b) Section 5.22(b) of the Disclosure Schedule identifies sets forth the address municipal addresses and owner of each leased real property all Leased Real Property and an accurate and complete list of the Company (the “all Leases relating thereto. With respect to such Leased Real Property”). , Seller has provided not sub-leased or otherwise granted to Buyer any Person the right to use or occupy such Leased Real Property and there are no outstanding options, rights of first offer or rights of first refusal to purchase or lease such Leased Real Property or any portion thereof or interest therein. All buildings, structures, fixtures and appurtenances comprising part of such Leased Real Property are in sufficient condition to operate the Business as conducted as of the date hereof. With respect to each Lease: (i) such Lease is the valid and binding obligation of Seller, enforceable in accordance with its terms; (ii) neither Seller nor, to Seller’s Knowledge, any other party to such Lease is in material default under such Lease and no event has occurred which, with the passage of time or the giving of notice or both would result in a true material default, breach or event of noncompliance by Seller under any such Lease; (iii) Seller has delivered or made available to Purchaser a correct and complete copy of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (the “Leases”)Lease, and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each of the Leases except as disclosed pursuant to the Disclosure Schedule: (i) to the Knowledge of Company, such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iiiiv) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has is not been currently being disturbed, and there are no disputes with respect to such Lease; (iv) the Company, and any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the CompanySeller; (viiivii) the Company Seller has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (ixviii) the Company Seller has not collaterally assigned or granted any other security interest in such Lease or any interest therein; . (xc) there are no Liens on the estate or interest created by such Lease; The Leased Real Property is in compliance in all material respects with all applicable building, zoning, subdivision, health and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems safety and equipmentother land use Laws, and all components thereofinsurance requirements affecting the Leased Real Property, included in and the applicable current use or occupancy of the Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company or operation of the Business thereon does not own violate any real property, nor has it ever owned any real propertyapplicable Law.

Real Property. The Disclosure No Acquired Company owns any real property. Schedule identifies the address of each leased 3.8 lists all material real property leased or subleased by any Acquired Company as lessee or lessor as of the Company date hereof (the “Leased Real PropertyPremises”). Seller has provided Sellers have made available to Buyer a true true, correct and complete copy copies of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such relating to the Leased Real Property Premises (the “Leases”), and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each of the Leases except as disclosed pursuant to the Disclosure Schedule: (i) to the Knowledge of Company, such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect to such Lease; (iv) the Company, and any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the No Acquired Company has not subleased, licensed entered into any material sublease or otherwise granted material option granting to any Person (other than an Acquired Company) the right to use or occupy such Leased Real Property Premises or any portion thereof; thereof or interest therein, other than (ixi) those entered into in the Company has Ordinary Course of Business or which do not collaterally assigned materially or granted any other security interest in adversely impact the current use of the Leased Premises by the Acquired Companies or (ii) as otherwise set forth on Schedule 3.8. With respect to each Lease, except as otherwise set forth on Schedule 3.8, (i) such Lease is a valid and binding obligation of the Acquired Company which is the lessee or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) lessor thereunder and, to the Knowledge of CompanySellers, all buildings, structures, improvements, fixtures, building systems and equipmenteach other party thereto, and all components thereofis in full force and effect, included (ii) no Acquired Company which is a party thereto nor, to the Knowledge of Sellers, any other party thereto is in material breach or material default in any respect under the terms thereof and, to the Knowledge of Sellers, no event has occurred which, with notice or lapse of time or both, would constitute a material breach or material default or permit termination, modification or acceleration thereunder, (iii) no Acquired Company has assigned, transferred, conveyed, mortgaged, or deeded in trust any interest in the applicable leasehold or sub-leasehold of any Lease, and (iv) no Acquired Company has received any written notice that any Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own Premises is subject to any real propertyorder to be sold, nor has it ever owned condemned, expropriated or otherwise taken by any real propertyGovernmental Authority, with or without payment of compensation therefor.

Real Property. The Disclosure Schedule identifies Other than the address of each leased leasehold interests in the Leased Real Property, no Company Entity owns any real property property. Set forth on Section 3.1(l) of the Company (the “Leased Real Property”). Seller has provided to Buyer Disclosure Schedule is a true and complete copy list of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (as of the “Leases”)date of this Agreement. Each lease for the Leased Real Property is a valid, binding and enforceable obligation of the applicable Company Entity, except as the enforceability may be limited by the Equitable Exceptions, and (subject to any of such leases being terminated in the case ordinary course of any oral Lease, a written summary business and consistent with past practices of the material Company Entities and in accordance with the terms thereof) is in full force and effect. The Company has delivered to Parent complete and accurate copies of all such Leaseleases and any operating agreements relating thereto. With respect to each Leased Real Property, (A) the applicable Company Entity is the tenant under a validly existing lease, free and clear of all Liens (other than Permitted Liens, easements, covenants, rights-of-way and other similar restrictions of record and Liens against the landlord of such Leased Real Property which would not reasonably be expected to materially impair the current uses or the occupancy by the applicable Company Entity of such Leased Real Property), leases, assignments, subleases, easements, covenants, rights of way and other similar restrictions of any nature whatsoever, other than those identified in the leases and operating agreements provided to Parent, (B) the applicable Company Entity is not and, to the Knowledge of the Leases except as disclosed pursuant Company, no other party to the Disclosure Schedule: lease relating to such Leased Real Property is, in breach or violation of, or in default under, such lease in any material respect, (iC) no event, occurrence, condition or act has occurred, is pending or, to the Knowledge of the Company, is threatened in writing, which, with the giving of notice, lapse of time, or the happening of any further event, occurrence, condition or act, would constitute a breach or default in any material respect by the applicable Company Entity or, to the Knowledge of the Company, any other party to such lease, under such lease, or give rise to a right of termination, cancellation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under any such leases, (D) to the Knowledge of the Company, such Lease there are no disputes, and (E) there are no oral agreements or forbearance programs between the Company and the applicable landlord as to any lease relating to the Leased Real Property in effect as to any lease relating to the Leased Real Property. No eminent domain or condemnation action is legalpending or, validto the Company’s Knowledge, bindingthreatened, enforceable and in full force and effect; (ii) that would preclude or materially impair the transactions set forth in this Agreement do not require the consent use of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) SellerLeased Real Property. The applicable Company Entity’s possession and quiet enjoyment current use of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect to such Lease; (iv) the Company, and any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does not owe, or shall owe violate in any material respect any restrictive covenant that affects any of the future, Leased Real Property. All rent and other charges currently due and payable for any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property have been paid, except for liabilities reflected or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included reserved against in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned any real propertyFinancial Statements.

Real Property. The (a) Section 4.16(a) of the Disclosure Schedule identifies the address sets forth a correct and complete list of each leased all real property of owned by the Company or any Company Subsidiary (collectively, the “Leased Owned Real Property”). Seller has provided to Buyer a true , and complete copy of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) identifies for each such Leased Real Property (the “Leases”), address and current use thereof. Except as set forth in the case Section 4.16(a) of any oral Lease, a written summary of the material terms of such Lease. With respect to each of the Leases except as disclosed pursuant to the Disclosure Schedule: , the Company or applicable Company Subsidiary has good and insurable title to all Owned Real Property free and clear of all Liens (iother than Permitted Liens). Except as set forth in Section 4.16(a) of the Disclosure Schedule, to the Knowledge of CompanySeller, such Lease is legalall improvements on Owned Real Property and the operations therein conducted conform in all material respects to health, validfire, bindingsafety, enforceable zoning, building and other applicable Laws or judgment, order or decree. Except for the Maintenance and Repair Work and Restorative Landscaping applicable to the Owned Real Property, (i) all of the Owned Real Property and buildings, improvements, structures and fixtures thereon are in full force satisfactory operating condition and effect; repair, normal wear and tear excepted, (ii) are fit for the transactions uses to which they are presently being put and (iii) do not encroach on any real property not owned or leased by the Company or a Company Subsidiary in each case, in all material respects. The current use, occupancy and operation by the Company or a Company Subsidiary of the Owned Real Property and the buildings, improvements and structures located thereon do not (A) constitute a nonconforming use or structure under any applicable building, zoning, subdivision or other land use or similar requirements of Laws or (B) otherwise materially violate or conflict with any covenants, conditions, restrictions or contractual obligations, including the requirements of any applicable Liens thereto. Except as set forth in this Agreement do not require Section 4.16(a) of the consent Disclosure Schedule, none of the Owned Real Property is subject to any lease, option to purchase, right of first refusal, purchase agreement, or, except for the Permitted Liens, the grant to any Person of any other Person right relating to such Leasethe use, occupancy or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect to such Lease; (iv) the Company, and any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property property or any portion thereof; (ixand, except as set forth in Section 4.16(a) of the Company has Disclosure Schedules, any use restrictions, exceptions, reservations or limitations encumbering the Owned Real Property have not collaterally assigned in any material respect impaired the Company’s or granted any other security interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Company Subsidiary’s current use of such Owned Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned any real propertyProperty.

Real Property. The Disclosure Schedule identifies Neither the address Company nor any of each leased its subsidiaries owns any real property property. SECTION 3.24 of the Company (the “Leased Real Property”). Seller has provided to Buyer Disclosure Schedule sets forth a true and complete copy list of all leases of the Company's and subleases its subsidiaries' right, title and interest under all leases, subleases, licenses, concessions and other agreements (written or oral), including all amendments, extensions, renewals, Guarantees guaranties and other Contracts agreements with respect thereto) thereto but excluding any lease requiring payment of less than $20,000 per year for off-site storage and similar uses (the "LEASES"), pursuant to which the Company or one of its subsidiaries holds a leasehold or subleasehold estate in, or is granted the right to use or occupy, any land, buildings, improvements, fixtures or other interest in real property which is used in the operation of the Company Business (the "LEASED REAL PROPERTY"). SECTION 3.24 of the Company Disclosure Schedule also sets forth the address of each Leased Real Property. The Company or one of its subsidiaries has delivered to Parent a true and complete copy of each such Leased Real Property (Lease document set forth in SECTION 3.24 of the “Leases”)Company Disclosure Schedule, and in the case of any oral Lease, a written summary of the material basic terms of such Lease. With respect to each of the Leases except as disclosed pursuant to the Disclosure ScheduleLeases: (i) to the Knowledge of Company, such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement Transactions do not require the consent of any other Person party to such Lease, or such consent has been obtained, shall will not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment of neither the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect to such Lease; (iv) the Company, and Company nor any other party to the Lease, Lease is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, default or permit the termination, modification or acceleration of rent under such Lease; (iv) there are no ongoing disputes with respect to such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does not owe, or shall owe there are no forbearance programs in the future, any brokerage commissions or finder’s fees effect with respect to such Lease; and (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) neither the Company nor any of its subsidiaries has not assigned, subleased, licensed mortgaged, deeded in trust or otherwise granted any Person the right to use transferred or occupy such Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in encumbered such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable . The Leased Real Property are identified in good condition and repair (reasonable wear and tear excepted). The SECTION 3.24 of the Company does not own any Disclosure Schedule comprises all of the real property, nor has it ever owned any real propertyproperty used by the Company or its subsidiaries in the operation of the Company Business.

Real Property. The No Seller owns, nor has ever owned, any real property. Sellers lease the real property described on Section 4.21 of the Disclosure Schedule identifies the address of each leased real property of the Company (the “Leased Real Property”)) pursuant to the Leases. Seller has provided to Buyer a true and complete copy of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts Other than with respect thereto) to the Leases, no Seller is a party to any leases for each such Leased Real Property (real property and does not operate the “Leases”), and in the case Business out of any oral Lease, a written summary of the material terms of such Leaseother location. With respect to each of the Leases except as disclosed pursuant to the Disclosure ScheduleLeases: (ia) to the Knowledge of Company, such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) no Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbeddisturbed and, and to Sellers’ Knowledge, there are no disputes with respect to such Lease; (ivb) the Company, and such Seller has not received notice that any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vic) the Company such Seller does not owe, or shall nor will such Seller owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (viid) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company Seller has not subleased, licensed or otherwise granted any Person the right to use or occupy such the Leased Real Property or any portion thereof; and (ix) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (xe) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease; and (xi) . To Sellers’ Knowledge, no condition with respect to the Leased Real Property exists requiring material repairs, alterations or corrections. There is no condemnation proceeding or eminent domain proceeding of any kind pending or, to the Knowledge of CompanySellers, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in threatened against the applicable Leased Real Property. The Leased Real Property is occupied under valid and current certificates of occupancy or the like and, except as set forth on Section 4.4 of the Disclosure Schedule, the transactions contemplated by this Agreement will not require the issuance of any new or amended certificates of occupancy or the like. To Sellers’ Knowledge, there are no facts which would prevent the Leased Real Property from being occupied after the First Closing or the Second Closing in good condition substantially the same manner as immediately prior to the First Closing. Use of Leased Real Property for the various purposes for which it is presently being used is permitted under all Applicable Laws, including zoning, and repair is not subject to “permitted non-conforming” use or structure classifications (reasonable wear and tear exceptednot as a result of grandfathered or other similar provisions that would not be available to Purchaser). The Company does not own any real propertyLeased Real Property is supplied with utilities and other services (including gas, nor has it ever owned any real propertyelectricity, telephone, Internet, water, drainage, storm water management, sanitary sewer, storm sewer and fire protection) necessary for the operation of the Business.

Real Property. The Disclosure Schedule identifies the address of each properties leased real property of the Company (the “Leased Real Property”). Seller has provided to Buyer a true and complete copy of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (the “Leases”), and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each of the Leases except as disclosed pursuant to the Disclosure Schedule: (i) to Branch Lease constitute all of the Knowledge of Company, such Real Property on which Seller maintains the Branch. The Branch Lease is legalthe valid and binding obligation of Seller, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment knowledge, of the Leased Real Property under such Lease has each other party thereto; and, there does not been disturbed, and there are no disputes exist with respect to such Lease; (iv) the CompanySeller’s obligations thereunder, and any other party or, to Seller’s knowledge, with respect to the Leaseobligations of the lessor thereof, is not in breach any default, or default under such Leaseevent or condition which constitutes or, and no event has occurred after notice or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach default on the part of Seller or defaultthe lessor, as applicable, under the Branch Lease. The Branch Lease gives Seller the right to occupy the building and land comprising the Branch. There are no subleases relating to the Branch created or suffered to exist by Seller, or permit to Seller’s knowledge, created or suffered to exist by any other person. Subject to Seller obtaining necessary consents as set forth in Schedule 5.3 of the terminationSeller Disclosure Schedule, modification or acceleration the assignment of rent the Branch Lease will transfer to Purchaser all of Seller’s rights under such Lease; (v) lease. To Seller’s knowledge, as of the date of this Agreement, there are no security deposit condemnation proceedings or portion thereof deposited eminent domain proceedings or sales or other disposition in lieu of condemnation of any kind pending or, to Seller’s knowledge, threatened with respect to such Lease has been applied in respect of a breach or default under such Lease which the leased property related to the Branch Lease. To Seller’s knowledge, Seller has not been redeposited in full; (vi) received any written notice alleging that the Company does not owe, or shall owe in leased property related to the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Branch Lease is not an Affiliate of, and otherwise does not have in violation of any economic interest inapplicable laws or codes in any material respect. To Seller’s knowledge, the Company; (viii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (x) there are no Liens buildings and improvements located on the estate or interest created by such Lease; and (xi) property being leased pursuant to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property Branch Lease are in good all material respects in operating condition and repair (reasonable in working order, ordinary wear and tear excepted). The Company There does not own any real property, exist nor has their existed at anytime during the period of the term of the Branch Lease any material dispute between Seller and the lessor. Other than the announcement of the P&A Transaction, to Seller’s knowledge, there are no facts or circumstances that it ever owned any real propertyis aware of as of the date hereof that it reasonably believes would prevent Seller from obtaining the consent to the assignment of the Branch Lease to Purchaser pursuant to the terms of the Branch Lease.

Real Property. The Disclosure (a) Schedule identifies 3.18(a) sets forth the address of each leased real property of the owned by any Group Company (such real property, the “Leased Owned Real Property”). Seller has provided to Buyer with copies of any title insurance policies (or commitments for title insurance in a true and complete copy of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (the “Leases”policy has not been issued), and surveys in the case possession or control of any oral Lease, a written summary Group Company with respect to each parcel of the material terms of such LeaseOwned Real Property. With respect to each of the Leases except as disclosed pursuant to the Disclosure ScheduleOwned Real Property: (i) a Group Company has good and marketable title to such Owned Real Property, which shall be free and clear of all Liens as of the Knowledge of CompanyClosing Date, such Lease is legal, valid, binding, enforceable and in full force and effectexcept Permitted Liens; (ii) the transactions except as set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect to such Lease; (iv) the Company, and any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of noticeSchedule 3.18(a), the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the applicable Group Company has not subleased, licensed leased or otherwise granted to any Person the right to use or occupy such Leased Owned Real Property or any portion thereof; (ixiii) other than the Company has not collaterally assigned rights of Buyer pursuant to this Agreement, there are no outstanding options, rights of first offer or granted any other security interest in rights of first refusal to purchase such Lease Owned Real Property or any portion thereof or interest therein; (xiv) no Group Company is a party to any agreement or option to purchase any real property or interest therein relating to the business of the Group Companies; (v) to the Company’s Knowledge, there are no Liens pending or threatened condemnation proceedings relating to the Owned Real Property; (vi) no Group Company has received written notice that any piece of Owned Real Property or the Group Company's use thereof is in or, with the passage of time, will be in violation of any Legal Requirement; (vii) except for any Permitted Liens, there are no covenants, easements, encroachments, restrictive covenants, rights-of-way or servitudes encumbering any piece of Owned Real Property that would reasonably be considered to have a Company Material Adverse Effect on such Owned Real Property or the estate Group Company's use thereof; (viii) each piece of Owned Real Property abuts on and has direct access to a public road or interest created by such Leaseaccess to a public road via a permanent, irrevocable appurtenant easement; (ix) the Group Companies enjoy peaceful and undisturbed possession of all of their respective Owned Real Property; and (xix) to neither the Knowledge whole nor any portion of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased any Owned Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does has been damaged or destroyed by fire or other casualty that has not own any real property, nor has it ever owned any real propertybeen repaired.

Real Property. The Target does not own any real property. Schedule 3.13 of the Target Disclosure Schedule identifies the address of each leased lists all real property of that is leased or subleased to the Target. The Company (the “Leased Real Property”). Seller has provided delivered to Buyer a true and complete copy of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (the “Leases”)lease document, and in the case of any oral Leaselease, a written summary of the material terms of such Leaselease. With respect to each parcel of the Leases except as disclosed pursuant to the Disclosure Scheduleleased Real Property: (i) to the Knowledge of Company, such Lease lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in contemplated by this Agreement do not require the consent of any other Person party to such Leaselease or the assignment thereof, or such consent has been obtained, shall will not result in a breach of or default under such Leaselease, or and will not otherwise cause such Lease lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical substantially the terms following the ClosingClosing Date; (iii) Seller(iii) neither the Target, nor, to the Target’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbedKnowledge, and there are no disputes with respect to such Lease; (iv) the Company, and any other party to the Lease, lease is not in breach or default under such Leaselease, 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 Leaselease; (viv) to the Target’s Knowledge of the Target, such lease is not subject to any prime, ground or master lease, mortgage, deed of trust or other Encumbrance or interest which would entitle the interest holder to interfere with or disturb the Target’s rights under the lease while the Target is not in default under the lease; (vi) no security deposit or portion thereof deposited with respect to such Lease lease has been applied in respect of a breach or default under such Lease lease which has not been redeposited re-deposited in full; (vivii) the Company Target does not owe, or shall and will not owe in the future, any brokerage commissions or finder’s fees with respect to such Leaselease; (viiviii) the other party to such Lease lease is not an Affiliate of, and otherwise does not have any economic interest in, the CompanyTarget; and (viiiix) the Company Target has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property real property or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned any real property.

Real Property. The Disclosure Schedule identifies the address of each leased real property of the Company (the “Leased Real Property”). Seller has provided to Buyer a true and complete copy of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect theretoa) for each such Leased Real Property (the “Leases”), and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each the Rail Facility Property, (i) TRT LeaseCo is the sole titleholder of the Leases record and owns good and marketable fee simple title thereto, free and clear of all Liens, except for Permitted Liens and as disclosed pursuant to set forth in Section 3.11(a) of the Disclosure Schedule: (i) to the Knowledge of Company, such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) except for the transactions set forth in this Agreement do not require the consent of any other Person to such Rail Facility Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect to such Lease; (iv) the Company, and any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) neither the Company does not owe, or shall owe in the future, nor any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not of its Subsidiaries have any economic interest in, the Company; (viii) the Company has not subleasedleased, licensed or otherwise granted (whether verbally or in writing) to any Person the right to use or occupy such Leased Real the Rail Facility Property or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (xiii) there are no Liens on outstanding options, rights of first offer or rights of first refusal to purchase the estate Rail Facility Property or any portion thereof or interest created by such therein, other than the right of first offer and right of first refusal benefitting Tenant contained in Sections 44 and 45, respectively, of the Rail Facility Lease; and (xiiv) except for Permitted Liens, neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, leased, deeded in trust or encumbered any interest in the Rail Facility Property; (v) there are no currently active disputes with respect to ownership, use or boundaries of the Rail Facility Property; (vi) neither the Rail Facility Property nor, to the Knowledge of Seller, the use or occupancy thereof by any current user or occupant violates in any way any applicable Law, Order, Permit, or covenant, condition or restriction or other matter impacting such property, whether of record or not (collectively “Requirements”); (vii) there are no pending or, to the Knowledge of Seller, threatened condemnation proceedings, suits or administrative actions relating to any such property or other matters affecting adversely the use, occupancy or value thereof; (viii) the ownership and leasing of the Rail Facility Property by the Company and its Subsidiaries in the manner in which it is now owned and leased comply with all applicable Requirements and, to the Knowledge of Seller, the operation of the Rail Facility Property in the manner in which it is now operated complies with all applicable Requirements; and (ix) neither the Company, all buildingsnor any of its Subsidiaries nor Seller has received any notice of any special Tax that affects the Rail Facility Property and, structuresto the Knowledge of Seller, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property no such special Taxes are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned any real propertypending or contemplated.

Real Property. The Disclosure Except as disclosed in Schedule identifies the address of each leased 3.10, all material real property owned or leased by Purchaser or any of its Subsidiaries (collectively, the “PURCHASER PROPERTY”) is disclosed in the Purchaser SEC Documents. Purchaser or one of its Subsidiaries has valid ownership or leasehold interests in the Purchaser Properties, in each case free and clear of all Liens, except (i) Purchaser Permitted Liens, (ii) such Liens as are disclosed in the Purchaser SEC Documents, (iii) Liens, subleases and similar agreements set forth in Schedule 3.10, (iv) easements, covenants, rights-of-way and other similar restrictions of record, (v) any conditions that may be shown by a current, accurate survey or that would be apparent as part of a physical inspection of any Purchaser Property made prior to the Closing and (vi) (A) zoning, building and other similar restrictions, (B) Liens that have been placed by any developer, landlord or other third party and subordination or other similar agreements relating thereto and (C) unrecorded easements, covenants, rights-of-way and other similar restrictions. Neither Purchaser nor any of its Subsidiaries has agreed to sell or granted any unaffiliated Person the right to buy any of the Company (the “Leased Real owned Purchaser Property”). Seller has provided to Buyer a true and complete copy of all leases and subleases (including all amendmentsExcept as would not, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (the “Leases”), and individually or in the case of any oral Leaseaggregate, have a written summary of the material terms of such Lease. With Material Adverse Effect on Purchaser with respect to each of the Leases except as disclosed Purchaser Property, such lease is pursuant to the Disclosure Schedule: (i) to the Knowledge of Company, such Lease a written lease which is legal, valid, binding, enforceable and in full force and effect; , without any default (iior, to the knowledge of Purchaser, no event that, with or without the giving of notice or the lapse of time or both, could constitute a default) or waiver by Purchaser or any of its Subsidiaries, as the transactions set forth in this Agreement do not require case may be, or, to Purchaser’s knowledge as of the consent of any other Person to date hereof, by the lessor thereunder. Each such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect to such Lease; (iv) the Company, and any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company Acquisition. This Section 3.10 does not owerelate to environmental matters, or shall owe in such items being the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) to the Knowledge subject of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear exceptedSection 3.17(b). The Company does not own any real property, nor has it ever owned any real property.

Real Property. The No real property is owned by the Company. Schedule 5.9 of the Disclosure Schedule identifies the address of each leased lists all real property of used or held for use by the Company which is leased by the Company from third parties (the “Leased Real Property”), and indicates the notice addresses and the owners of the Leased Real Property. Seller has Except as otherwise described in Schedule 5.9 of the Disclosure Schedule, the Company is the sole legal and equitable holder of the leasehold interest it holds in the Leased Real Property and, to the Knowledge of the Company, possesses a valid leasehold interest thereto, free and clear of all Liens (other than Permitted Liens) that could impair the ability of the Company to realize the benefits of the rights provided to Buyer a true it under any lease, and complete copy the right to quiet enjoyment of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property. Accurate and complete copies of all existing lease agreements with respect to the Leased Real Property (as of the “Leases”), and Closing Date have heretofore been provided to Buyer. The Company has not exercised any option to purchase any parcel of Leased Real Property. The Leased Real Property constitutes the only real property used or occupied by the Company in the case of any oral Lease, a written summary conduct of the material terms Business. Other than as set forth in Schedule 5.9 of such Lease. With respect to each of the Leases except as disclosed pursuant to the Disclosure Schedule: , (ia) to the Knowledge of Companythe Company there are no leases, such Lease is legalsubleases, validlicenses, bindingconcessions or other agreements, enforceable and in full force and effect; (ii) written or oral, granting to any party or parties the transactions set forth in this Agreement do not require the consent right of use or occupancy of any other Person to such Lease, or such consent has been obtained, shall not result in a breach portion of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment any parcel of the Leased Real Property under such Lease has not been disturbedProperty, and there are no disputes or any options or rights of first refusal with respect to such Leasethereto; and (iv) the Company, and any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (xb) there are no Liens on parties (other than the estate or interest created by such Lease; and (xiCompany) to in possession of the Leased Real Property. To the Knowledge of the Company, all buildingswithin the last twelve (12) months, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in no notice from any Governmental Authority has been received by the applicable Company or has been served upon the Leased Real Property requiring or calling attention to the need for any work, repair, construction, alteration or installation on or in connection with the Leased Real Property. To the Knowledge of the Company, no notice has been received by the Company stating that the buildings and improvements on the Leased Real Property, or the Business as presently conducted thereon by the Company, are not in good condition and repair (reasonable wear and tear excepted). The Company does not own compliance with any real property, nor has it ever owned any real propertyapplicable Law.

Real Property. The Disclosure Schedule identifies the address of each leased Seller does not own or hold (directly or indirectly, beneficially or otherwise) title to any real property relating to or used in the Business. Seller does not hold any option, right of first refusal or similar right to purchase any parcel of real property or any portion thereof or interest therein relating to or used in the Company Business. Part (b) of SCHEDULE 4.5 sets forth all real property and Facilities leased by Seller (as lessee) and relating to or used in the “Leased Real Property”)Business. Such leases constitute all leases, subleases or other occupancy agreements pursuant to which Seller occupies or uses real property and/or Facilities. Seller has provided to Buyer a true good and complete copy of valid leasehold title to, and enjoys peaceful and undisturbed possession of, all leased property described in such leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (the “Leases”"LEASED PROPERTY"), free and in the case clear of any oral Lease, a written summary and all Encumbrances other than any Permitted Encumbrances not in violation of the material terms of such Leasethe lease therefor. With respect to each of the Leases except as disclosed pursuant to the Disclosure Schedule: such lease, (ix) to the Knowledge knowledge of CompanySeller, such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect to such Lease; (iv) the Company, and any other party pending or threatened condemnation proceedings relating to the LeaseLeased Property or any pending or threatened Actions relating to the Leased Property, is not in breach or default under such Lease(y) neither Seller nor, and no event has occurred or circumstance exists which, with to the delivery knowledge of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does not owe, or shall owe in the futureSeller, any brokerage commissions third party, has entered into any sublease, license, option, right, concession or finder’s fees with respect other agreement or arrangement, written or oral, granting to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleased, licensed or otherwise granted any Person person the right to use or occupy such Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned thereof or granted any other security interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xiz) Seller has not received notice of any pending or threatened special assessment relating to the Knowledge Leased Property or otherwise has any knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned any real propertysuch pending or threatened special assessment.

Real Property. The Disclosure (a) Neither the Company nor any of its Subsidiaries has any Owned Property. Schedule identifies 2.24 attached hereto sets forth the address of each leased real property of the Company (the “Leased Real Property”). Seller has provided to Buyer Property and a true and complete copy list of all leases leases, subleases and subleases other occupancy agreements (written and oral), including all amendments, extensions, renewals, Guarantees extensions and other Contracts with respect thereto) for each such modifications pursuant to which the Company and its Subsidiaries hold Leased Real Property (the “Leases”). The Company has previously delivered to Buyer true, complete and correct copies of all the Leases and, in the case of any an oral Lease, a written summary of the material terms thereof. The Company and its Subsidiaries have a good and valid leasehold interest in and to all of such Leasethe Leased Property, subject to no Liens except for Permitted Liens. With Except as set forth in Schedule 2.24, with respect to each of the Leases except as disclosed pursuant to the Disclosure ScheduleLeases: (i) to the Knowledge of Company, such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable binding and in full force and effect on identical terms following and is enforceable in accordance with its terms; (ii) there exists no default or condition which, with the Closinggiving of notice, the passage of time or both, could become a default under any Lease; (iii) Sellerno consent, waiver, approval or authorization is required from the landlord under any Lease as a result of the execution of this Agreement or the consummation of the transactions contemplated hereby; (iv) the Company’s or its Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Knowledge of the Company and its Subsidiaries, there are no disputes with respect to such Lease; (iv) the Company, and any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) neither the Company does nor any of its Subsidiaries owes and will not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the CompanyCompany or its Subsidiaries; (viii) neither the Company nor any of its Subsidiaries 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 has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned any real property.

Real Property. The Disclosure Schedule identifies Neither the address Company nor any of each leased its Subsidiaries owns any real property nor has either the Company or any of its Subsidiaries ever owned any real property. Section 2.22 of the Company Disclosure Letter sets forth a correct and complete list of all real property currently or previously leased by the Company or any of its Subsidiaries (the “Leased Real Property”). Seller has provided to Buyer The Company and its Subsidiaries have a true good and complete copy valid leasehold interest in all of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such the current Leased Real Property (the “Leases”)free and clear of all encumbrances. True, complete and in the case correct copies of any oral Lease, a written summary of the material terms of such Lease. With respect to each of the Leases except as disclosed pursuant all current leases relating to the Disclosure Schedule: Leased Real Property have been made available to Parent (iincluding any supplements, amendments or side letters relating thereto) to the Knowledge of Company, and such Lease is legal, valid, binding, enforceable leases are valid and in full force and effect; effect in accordance with their respective terms. Except as set forth in Section 2.22 of the Company Disclosure Letter, with respect to each current lease relating to the Leased Real Property: (iii) the transactions set forth in contemplated by this Agreement do not require the consent of any other Person party to such Leaselease, or such consent has been obtained, shall will not result in a breach of or default under such Leaselease, or and will not otherwise cause such Lease lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iiiii) Sellerneither the Company’s nor any of its Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Lease lease has not been disturbed, disturbed and there are no disputes with respect to such Leaselease; (iviii) neither the CompanyCompany nor any of its Subsidiaries, and nor any other party to the Leaselease, is not in breach of or default under such Leaselease, and no event has occurred or circumstance exists whichthat, 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 Leaselease; (viv) no security deposit or portion thereof deposited with respect to such Lease lease has been applied in respect of a breach of or default under such Lease which lease that has not been redeposited re-deposited in full; (viv) neither the Company does not owenor any of its Subsidiaries owes, or shall will owe in the future, any brokerage commissions or finder’s fees with respect to such Leaselease; (viivi) the other party to such Lease lease is not an Affiliate of, and otherwise does not have any economic interest in, the CompanyCompany or any of its Subsidiaries; (viiivii) neither the Company nor any of its Subsidiaries has not subleased, licensed or otherwise granted any Person the right to use or occupy such the Leased Real Property or any portion thereof; and (ixviii) neither the Company nor any of its Subsidiaries has not collaterally assigned or granted any other security interest encumbrance in such Lease lease or any interest therein; (x) there are no Liens on . Neither the estate Company nor any of its Subsidiaries is a party to any Contract to purchase any real property or interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned any real propertytherein.

Real Property. The Disclosure Schedule identifies the address of each leased real property of the Company (the “Leased Real Property”). Seller has provided to Buyer a true and complete copy of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (the “Leases”), and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each of the Leases except as disclosed pursuant to the Disclosure Schedule: (i) to the Knowledge of Company, such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect to such Lease; (iv) the Company, and any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property. Schedule 3.9 is a correct and complete list of all leasehold interests of Seller (each a “Lease” and, collectively, the “Leasehold Property”), in each case held by Seller free and clear of all Liens. Except for home offices utilized by Seller’s employees set forth on Schedule 3.9 and office space utilized by Seller’s independent contractors, the Leasehold Property constitutes all real properties used or occupied by Seller or reflected on the Financial Statements. With respect to the Leasehold Property: (a) Seller has all easements and rights necessary to conduct its business and operations; (b) no portion thereof is subject to any pending or, to the knowledge of Seller, threatened condemnation proceeding or proceeding by any public authority; (c) except as set forth on Schedule 3.9, to the knowledge of Seller, there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of any parcel of Leasehold Property and Seller enjoys peaceful, exclusive and undisturbed possession under all leases for Leasehold Property; (d) to the knowledge of Seller, the Leasehold Property is supplied with utilities and other services necessary for the operation of such facilities; (e) each parcel of Leasehold Property abuts on and has direct vehicular access to a public road or access to a public road via a permanent appurtenant easement benefiting the parcel of Leasehold Property; (f) there is nothing owing in respect of the Leasehold Property by Seller to any municipal corporation or to any other corporation or commission owning or operating a public utility for water, gas, electrical power or energy, steam or hot water, or for the use thereof, other than current accounts in respect of which the payment due date has not yet passed; and (g) no part of the Leasehold Property has been taken or expropriated by any federal, state, municipal or other competent authority nor has it ever owned any real propertynotice or proceeding in respect thereof been given or commenced. A true and complete copy of each Lease, including all related documentation, has heretofore been delivered to Buyer.

Real Property. The Seller owns no real property. Paragraph 6(i) of the Disclosure Schedule identifies the address sets forth each parcel of each leased real property leased by Seller and its Affiliates used in or necessary for the conduct of the Company Acquired Business as currently conducted, together with all rights, title and interest of Seller and its Affiliates in and to leasehold improvements relating thereto, including, but not limited to, 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 provided delivered to Buyer Xxxxxxxxx a true and complete copy of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (the “Leases”), and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each of the Leases except as disclosed pursuant to the Disclosure ScheduleLease: (i) to the Knowledge of Company, such Lease is legal, valid, binding, enforceable and in full force and effect, and Seller and its Affiliates enjoys peaceful and undisturbed possession of the Leased Real Property; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable Seller and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there its Affiliates are no disputes with respect to such Lease; (iv) the Company, and any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of and Seller and its Affiliates have paid all rent due and payable under such Lease; (viii) Seller and its Affiliates have not received nor given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by Seller and its Affiliates under any of the Leases and, to the Knowledge of Seller and its Affiliates, no security deposit or portion thereof deposited other party is in default thereof, and no party to any Lease has exercised any termination rights with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in fullthereto; (viiv) the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, Seller and otherwise does not have any economic interest in, the Company; (viii) the Company its Affiliates has not subleased, licensed assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and (ixv) the Company Seller and its Affiliates has not collaterally assigned pledged, mortgaged or otherwise granted any other security an Encumbrance on its leasehold interest in such Lease any Leased Real Property.Seller and the Members have not received any written notice of (i) violations of building codes and/or zoning ordinances or any interest therein; other governmental or regulatory Laws affecting the Leased Real Property, (xii) there are no Liens on existing, pending or threatened condemnation proceedings affecting the estate Leased Real Property, or interest created by such Lease; and (xiiii) to the Knowledge of Companyexisting, all buildings, structures, improvements, fixturespending or threatened zoning, building systems and equipmentcode or other moratorium proceedings, and all components thereof, included in or similar matters which could reasonably be expected to adversely affect the applicable ability to operate the Leased Real Property are as currently operated. Neither the whole nor any material portion of any Leased Real Property has been damaged or destroyed by fire or other casualty. Except as set forth in good condition Paragraph 6(i) of the Disclosure Schedule, the Leased Real Property is sufficient for the continued conduct of the Acquired Business in substantially the same manner as conducted prior to the date hereof and repair (reasonable wear and tear excepted). The Company does not own any constitutes all of the real property, nor has it ever owned any real propertyproperty necessary to conduct the Acquired Business as currently conducted.

Real Property. The Neither Company nor the Company Subsidiary owns any real property. Section 2.11 of the Company Disclosure Schedule identifies sets forth the address of each leased real property parcel of the Company (the “Leased Real Property”). Seller has provided to Buyer , and a true and complete copy list of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) Leases for each such Leased Real Property (including the “Leases”), date and in the case of any oral Lease, a written summary name of the material terms parties to such Lease document). Company has made available to Purchaser a true and complete copy of each such LeaseLease document. With Except as set forth in Section 2.11 of the Company Disclosure Schedule, with respect to each of the Leases except as disclosed pursuant to the Disclosure ScheduleLeases: (i) to the Knowledge of Company, such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in contemplated by this Agreement do not require the consent of any other Person party to such Lease, or such consent has been obtained, shall will not result in a breach of or default under such Lease, or and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable by Company in accordance with its terms and in full force and effect on identical terms following the ClosingEffective Time; (iiiii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect to such Lease; lease, (iviii) the none of Company, and the Company Subsidiary or to Company’s Knowledge any other party to the Lease, Lease is not in breach of or default under such Lease, and to Company’s Knowledge no event has occurred or circumstance exists whichwith respect to any other party to the Lease that, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (viv) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach of or default under such Lease which that has not been redeposited in full; (vi) the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (viiv) the other lessor party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, Company or the CompanyCompany Subsidiary; (viiivi) neither Company nor the Company Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such the Leased Real Property or any portion thereof; (ixvii) neither Company nor the Company Subsidiary has not collaterally assigned or granted any other security interest Encumbrance in such Lease or any interest therein; (xviii) the Leases are in full force and effect and have not been modified or amended except as set forth in Section 2.11 of the Company Disclosure Schedule, and Company is in possession of all the premises covered by the Leases; and (ix) there are no Liens on actions pending or threatened by any Governmental Body against Company with regard to its use of the estate or interest created by such Lease; and (xi) premises or, to Company’s Knowledge, against the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned any real propertypremises.

Real Property. The Disclosure (a) Schedule identifies 3.12(a) contains a complete and correct list (including the address date and name of each leased the parties to such Lease document) of all real property of leased, subleased or licensed by the Company and its Subsidiaries or with respect to which the Company and its Subsidiaries have the right to use, occupy or access pursuant to real property agreements, including easements, rights of way, railway agreements or other similar real property agreements (the “Leased Real Property”), and the agreements pursuant to which such Leased Real Property is leased, subleased or licensed (the “Leases”). Seller The Company has provided delivered to Buyer a true and complete copy of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (the “Leases”)Lease, and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each of the Leases except Except as disclosed pursuant to the Disclosure Schedule: set forth on Schedule 3.12(a), (i) neither the Company nor its Subsidiaries has leased, subleased, licensed or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; (ii) neither the Company nor its Subsidiaries is a party to any agreement, right of first offer, right of first refusal or option with respect to the Knowledge purchase or sale of Company, any real property or interest therein; (iii) such Lease is legal, valid, binding, enforceable and in full force and effect; (iiiv) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) SellerCompany’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, disturbed and there are no disputes with respect to such Lease; (ivv) neither the Company, and Company nor to the knowledge of the Company any other party to the Lease, such Lease is not in breach or default under such Lease, and and, to the knowledge of the Company, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (vvi) no security deposit or portion thereof deposited with respect counterparty has delivered written or, to the knowledge of the Company, oral notice to the Company that it intends to terminate such Lease Lease, and to the knowledge of the Company, no such termination has been applied in respect of a breach or default under such Lease which has not been redeposited in fullthreatened; (vi) the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; and (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned any real property.

Real Property. The Neither the Company nor any Company Subsidiary owns any real property or otherwise has any obligation to acquire any real property. Section 4.18 of the Company Disclosure Schedule identifies sets forth the address of each leased real property of the Company (the Leased Real Property(the “Material Leased Real Property”). Seller has provided to Buyer , and a true complete and complete copy correct list of all leases and subleases Leases (including all amendments, extensions, renewals, Guarantees guaranties and other Contracts agreements with respect thereto) for each such Material Leased Real Property (including the date and name of the parties to such Lease) (the “Material Real Property Leases”), and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each of the Leases except as disclosed pursuant Material Real Property Leases: (a) The Company and each applicable Company Subsidiary have a valid and subsisting leasehold interest in all Material Leased Real Property leased by them, in each case free and clear of all Liens, other than Permitted Encumbrances, (b) such Material Real Property Lease is valid and binding and enforceable against the Company or the applicable Company Subsidiary and, to the Disclosure Schedule: (i) Company’s Knowledge, against the other parties thereto in accordance with its terms, subject to the Knowledge of CompanyEnforceability Exceptions, such Lease is legal, valid, binding, enforceable and in full force and effect; (iic) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, Company’s or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) SellerCompany Subsidiary’s possession and quiet enjoyment of the Material Leased Real Property under such Material Real Property Lease has not been disturbed, disturbed and there are no written disputes with respect to such Material Real Property Lease; , (ivd) neither the Company or any Company Subsidiary, as applicable, nor, to the Knowledge of the Company, and any other party to the Lease, Lease is not in breach or default under such Material Real Property Lease, and and, to the Knowledge of the Company, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (ve) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) neither the Company does not owe, or shall owe in the future, nor any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Material Leased Real Property or any portion thereof; thereof and (ixf) neither the Company nor any Company Subsidiary has not collaterally assigned received written notice of any proceedings in eminent domain, condemnation or granted any other security interest in such Lease or any interest therein; (x) there similar proceedings that are no Liens on the estate or interest created by such Lease; and (xi) pending, and, to the Knowledge of the Company, all buildingsthere are no such proceedings threatened, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in affecting any portion of the applicable Material Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned any real propertyProperty.

Real Property. (a) The Disclosure Schedule identifies the address of each leased Acquired Companies do not own any interest in real property. The Acquired Companies do not license any real property and CCI does not lease any real property. Schedule 3.14(a) is a true, complete and correct list of the name of the record owner of all real property leased for use by the Company (the “Leased Real Property”). Seller has provided to Buyer ) and a true and complete copy description of all of the related leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property entered into by the Company (the “Leases”), and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each of the Leases such Leases, except as disclosed pursuant to the Disclosure Schedule: set forth on Schedule 3.14(a): (i) to the Knowledge of Company, such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect to such Lease; (iv) the Company, and any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does not owe, or shall owe and will not in the futurefuture owe, any brokerage commissions or finder’s fees with respect to any such Lease; (viiii) the other party to each such Lease is not an Affiliate of, and otherwise does not have any economic interest in, in the Company; and (viii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ixiii) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; . Except as set forth on Schedule 3.14(a), the Company has a valid leasehold interest in, and enjoys peaceful and undisturbed possession (x) there consistent with historical use and pursuant to the terms of the applicable Lease), of all Leased Real Property, in each case free and clear of all Liens, except for Permitted Liens. All of the Leases are in full force and effect, all rent and other charges payable by the Company as a tenant or subtenant thereunder are and will be current as of the Closing Date, no Liens on the estate notice of default or interest created by such Lease; termination is outstanding and (xi) to the Knowledge of the Seller, no event has occurred and no condition exists which, with the giving of notice or the lapse of time or both, would constitute such a default or termination event or condition. Except as set forth on Schedule 3.14(a), each Lease will continue to remain in full force and effect on the same terms immediately after the consummation of the transactions contemplated herein. There are no leases, subleases, licenses, occupancy agreements, options, rights, concessions or other agreements or arrangements, written or oral, granting to any Person (other than the Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in ) the applicable right to use or occupy any of the Leased Real Property are in good condition and repair (reasonable wear and tear excepted)or restricting the right of the Company to use any of the Leased Real Property so as to interfere with the operation of the Business. The Company does not own any Leased Real Property is all of the real property, nor has it ever owned any real propertyproperty used in the Business.

Real Property. The Disclosure Schedule identifies Except as set forth in Section 4.16 of the address Parent Diligence Letter: (a) Parent does not currently own or ground lease, and has never owned or ground leased, any real property; (b) Target has no leases, subleases, licenses or other agreements (such leases, subleases, licenses and other agreements listed in Section 3.14 of each leased the Target Diligence Letter, including all amendments, modifications or supplements with respect thereto, collectively, the “Parent Real Property Leases”), under which Parent or Merger Sub uses or occupies or has the right to use or occupy any real property that provides for payments in excess of $50,000 per annum (the land, buildings and other improvements covered by the Parent Real Property Leases and any other rights of the Company (tenant thereunder being herein called the “Parent Leased Real Property”). Seller , including the address of the premises demised under each Parent Real Property Lease and the landlord, rent and use thereof; (c) each of the Parent Real Property Leases is a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar Laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); (d) Parent has provided to Buyer a true and complete copy not subleased any of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such the Parent Leased Real Property (the “Leases”), and in the case of or given any oral Lease, a written summary third party any license or other right to occupy any portion of the material terms Parent Leased Real Property; (e) neither the operations of such Lease. With respect to each of Parent on the Leases except as disclosed pursuant to the Disclosure Schedule: (i) Parent Leased Real Property nor, to the Knowledge of CompanyParent, such Lease is legalParent Leased Real Property, validincluding the improvements thereon, bindingviolate in any material respect any applicable building code, enforceable zoning requirement or classification or statute relating to the particular property or such operations; (f) Parent has delivered or otherwise made available to Target a true, complete and correct copy of each of the Parent Real Property Leases, and (i) Parent has not has waived any term or condition thereof, and all material covenants to be performed by Parent thereunder prior to the Closing Date, or, to the Knowledge of Parent, any other party to any Parent Real Property Lease, have been performed in full force and effectall material respects; (ii) the transactions set forth in this Agreement do Parent is current (and not require the consent of any other Person late) with respect to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closingall rental payments due thereunder; (iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect to such Lease; (iv) the Company, and any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such any Parent Real Property Lease has been applied in respect of a breach or default under such Lease which thereunder that has not been redeposited in full; and (viiv) the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) the Company Parent has not collaterally assigned or granted any other security interest in such any Parent Real Property Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xig) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Parent Leased Real Property are is in good condition and repair (reasonable operating condition, normal wear and tear excepted). The Company does not own any real propertyaccepted, nor has is reasonably fit and useable for the purpose for which it ever owned any real propertyis being used, is adequate and sufficient for Parent’s business, and conforms in all material respects to all applicable Laws.

Real Property. The Disclosure Schedule identifies the address of each leased real property (a)No Seller owns any of the Company Office Locations. (the “Leased Real Property”). Seller b)Seller has provided to Buyer a true and complete copy of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) the Real Property Lease for each such Leased Real Property (the “Leases”), and in the case of any oral Lease, a written summary of the material terms of such LeaseOffice Location. With respect to each of the Leases except as disclosed pursuant to the Disclosure Schedule: (i) Real Property Lease, to the Knowledge of Company, Sellers (i) such Real Property Lease is legal, valid, binding, enforceable binding and in full force and effecteffect with respect to the Seller who is the lessee or sublessee, as applicable, thereunder, and the other parties thereto; (ii) all payments required to have been made under such Real Property Lease by such Seller have been made; (iii) there are no other defaults or events of default under, or events which with due notice or lapse of time, or both, would constitute defaults or events of default under, such Real Property Lease by such Seller, or, the transactions set forth landlord or sub landlord, as applicable, under such Real Property Lease; (iv) except as described in this Agreement Schedule 3.16, the Contemplated Transactions do not require the consent of any other Person party to such any Real Property Lease, or such consent has been obtained, shall will not result in a breach of or default under such any Real Property Lease, or and will not otherwise cause such any Real Property Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iiiv) Seller’s Sellers’ possession and quiet enjoyment of the Leased real property subject of the Real Property under such Lease Leases has not been disturbed, and there are no disputes with respect to such Lease; (iv) the Company, and any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (vvi) no security deposit or portion thereof deposited with respect to such any Real Property Lease has been applied in respect of a breach of or default under such a Real Property Lease which that has not been redeposited in full; (vivii) the Company does not owe, or shall owe no Seller owes in the future, future any brokerage commissions or finder’s fees with respect to such any Real Property Lease; (viiviii) except as described in Schedule 3.16, the other party to such any Real Property Lease is not an Affiliate of, and otherwise does not have have, any economic interest in, the Companyin any Seller; (viiiix) the Company no Seller has not collaterally assigned or granted any other Encumbrance in any Real Property Lease or any interest therein; and (x) no Seller has subleased, licensed licensed, or otherwise granted any Person the right to use or occupy such Leased the real property subject of the Real Property Leases or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (x) there are no Liens thereof except as detailed on the estate or interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted)Schedule 3.16. The Company does not own any real property, nor has it ever owned any real property.Section 3.17

Real Property. The Disclosure Schedule 8.8 identifies all of the address of each leased real property of the Company owned by Holdings and its Subsidiaries (collectively, the “Leased 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 the Owned Real Property. Seller Each of Holdings and its Subsidiaries, as the case may be, has provided record fee title to Buyer a true and complete copy of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased the Owned Real Property (the “Leases”)owned by it, and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect subject to each of the Leases except as disclosed pursuant to the Disclosure Schedule: (i) to the Knowledge of Company, such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any no Encumbrances other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbedthan Permitted Encumbrances, and there are no disputes with respect contractual or legal restrictions that preclude or restrict the ability to such Lease; (iv) use the CompanyOwned Real Property for the purposes for which it is currently being used. 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 Owned Real Property or any portion thereof. The Seller has provided, or caused to be provided, to the Purchaser, as of the date hereof, correct and complete copies of all deeds, mortgages, deeds of trust, other Encumbrances, title insurance policies or commitments, surveys, certificates of occupancy, Permits, environmental reports, appraisals, title and other documents relating to or otherwise affecting the Owned Real Property, the operations of Holdings and its Subsidiaries thereon, or any other party to uses thereof, in the Lease, is not in breach possession of Holdings and its Subsidiaries. Neither Holdings nor its Subsidiaries has entered into contract for the sale of the Owned Real Property or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or defaultany portion thereof, or permit the terminationleased, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleased, licensed or otherwise granted to any Person the right to use or occupy such Leased the Owned Real Property or any portion thereof; (ix) , and no other Person has any right to use or occupy the Company has not collaterally assigned or granted any other security interest in such Lease Owned Real Property or any interest therein; (x) portion thereof. The Purchaser shall accept title to the Owned Real Property subject to all present and future zoning, building, environmental and other Laws having jurisdiction with respect to the Owned Real Property. To the Knowledge of Holdings, there are no Liens on the estate condemnation proceedings or interest created by such Lease; and (xi) to the Knowledge eminent domain proceedings of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased any kind pending or threatened against any Owned Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned any real propertyProperty.

Real Property. The (a) Section 4.10(a) of the Disclosure Schedule identifies Schedules sets forth each parcel of real property owned by each Seller and used in or necessary for the conduct 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. Seller Parent has delivered to Buyer Parent copies of the deeds and other instruments (as recorded) by which any Seller acquired such parcel of Owned Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of such Seller with respect to such parcel. With respect to each parcel of Real Property: (i) except as set forth on Section 4.10(a)(i), no Seller has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (ii) there are no unrecorded outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. (b) Section 4.10(b) of the Disclosure Schedules sets forth each parcel of real property leased by each Seller and used in or necessary for the conduct of the Company Business as currently conducted (together with all rights, title and interest of such Seller in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “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 such Seller holds any Leased Real Property (collectively, the “Leases”). Seller Parent has provided delivered to Buyer Parent a true and complete copy of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (the “Leases”), and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each of the Leases except as disclosed pursuant to the Disclosure ScheduleLease: (i) to the Knowledge of Company, such Lease is legal, valid, binding, enforceable and in full force and effect, and each Seller enjoys peaceful and undisturbed possession of the Leased Real Property; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect to such Lease; (iv) the Company, and any other party to the Lease, Seller is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of and each Seller has paid all rent due and payable under such Lease; (viii) no security deposit Seller has received or portion thereof deposited given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by such Seller under any of the Leases and, to the Knowledge of Seller Parent, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in fullthereto; (viiv) the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company no Seller has not subleased, licensed assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and (ixv) the Company no Seller has not collaterally assigned pledged, mortgaged or otherwise granted any other security an Encumbrance on its leasehold interest in such Lease any Leased Real Property. (c) No Seller has received any written notice of (i) violations of building codes and/or zoning ordinances or any interest therein; other governmental or regulatory Laws affecting the Real Property, (xii) there are no Liens on existing, pending or threatened condemnation proceedings affecting the estate Real Property, or interest created by such Lease; and (xiiii) to the Knowledge of Companyexisting, all buildings, structures, improvements, fixturespending or threatened zoning, building systems and equipmentcode or other moratorium proceedings, and all components thereof, included in or similar matters which could reasonably be expected to adversely affect the applicable Leased ability to operate the Real Property are in good condition and repair (reasonable wear and tear excepted)as currently operated. The Company does not own Neither the whole nor any real property, nor material portion of any Real Property has it ever owned any real property.been damaged or destroyed by fire or other casualty. Section 4.11

Real Property. The Disclosure Schedule identifies the address of each leased (a) No real property is owned in fee by a Seller or any Affiliate thereof and used in the Contributed Business or owned in fee by an Acquired Company. Schedule 3.17(a) sets forth all leases, subleases, licenses, rentals and occupancy agreements of the Company real property (the “Leased Real Property”). ) by any Seller has provided to Buyer a true and complete copy of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect theretoto the Contributed Business or an Acquired Company (whether as a (sub)lessor, (sub)lessee, (sub)licensor, (sub)licensee or otherwise) for each such Leased Real Property (individually, a “Lease” and collectively, the “Leases”), along with the date and in the case legal name of any oral Lease, each party thereto. Each Lease is a written summary valid and binding obligation of the material terms of Seller or Acquired Company party thereto, enforceable against such Lease. With respect to each of the Leases Seller or Acquired Company in accordance with its terms, except as disclosed pursuant to the Disclosure Schedule: such enforceability may be limited by (i) to the Knowledge of Companyapplicable insolvency, such Lease is legalbankruptcy, validreorganization, bindingmoratorium or other similar laws affecting creditors’ rights generally, enforceable and in full force and effect; (ii) the transactions set forth applicable equitable principles (whether considered in this Agreement do not require the consent of a proceeding at law or in equity). No Seller or any Acquired Company nor, to Seller’s Knowledge, any other Person to such Lease, party thereto is in material violation or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment any of the Leased Real Property under such Lease has not been disturbedLeases, and there are to Sellers’ Knowledge no disputes with respect to such Lease; (iv) the Company, and any other party to the Lease, is not in breach condition exists or default under such Lease, and no event has occurred or circumstance exists which, with or without the delivery of notice, the passage lapse of time or both, would constitute or result in such a breach or default, or permit the termination, modification or acceleration of rent or any other right under such any Lease; (v) no security deposit or portion thereof deposited with respect . Sellers have made available to such Buyer a true, correct and complete copy of each Lease has been applied and all amendments thereto and to the extent in respect Sellers’ possession as of a breach or default under such Lease which has not been redeposited in full; (vi) the date hereof all notices from the applicable lessor, estoppel certificates, subordination, non-disturbance and attornment agreements and all other material documents related to the Leases. Neither any Seller nor any Acquired Company does not owe, or shall owe in the future, owes any brokerage commissions or finder’s fees with respect to such any Lease; (vii) . The Leases comprise all of the other real property used in the Business, and no Seller or any Acquired Company is a party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleased, licensed current agreement or otherwise granted option to purchase any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (x) there are no Liens on the estate real property or interest created by such Lease; and (xi) therein to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included be used in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned any real propertyBusiness.

Real Property. The (a) Ivy owns no real estate. (b) Section 4.21(b) of the Disclosure Schedule identifies the address of each leased lists and describes briefly all real property of the Company (the “Leased Real Property”)leased or subleased to or by Ivy since March 1, 1997. Seller UOL has provided delivered or made available to Buyer a true Purchaser correct and complete copy copies of all such leases and subleases (including all amendmentssubleases, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (the “Leases”), and in the case of any oral Lease, a written summary of the material terms of such Leaseas amended to date. With respect to each of the Leases except as disclosed pursuant to the Disclosure Schedulesuch lease and sublease: (i) to the Knowledge of Company, such Lease lease or sublease is legal, valid, binding, enforceable enforceable, and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, lease or such consent has been obtained, sublease shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease continue to be legal, valid, binding, enforceable enforceable, and in full force and effect on identical terms following the Closingconsummation of the transactions contemplated hereby; (iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect to such Lease; (iv) the Company, and any other party to the Lease, lease or sublease is not in breach or default under such Leasedefault, and no event has occurred or circumstance exists which, with the delivery notice or lapse of notice, the passage of time or bothtime, would constitute such a breach or defaultdefault or permit termination, modification, or permit acceleration thereunder; (iv) no party to the termination, modification lease or acceleration of rent under such Leasesublease has repudiated any provision thereof; (v) there are no security deposit disputes, oral agreements, or portion thereof deposited with respect forbearance programs in effect as to such Lease has been applied in respect of a breach the lease or default under such Lease which has not been redeposited in fullsublease; (vi) the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Leaseeach sublease, the representations and warranties set forth in clauses (i) through (v) above are true and correct with respect to the underlying lease; (vii) Ivy has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Companyleasehold 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 Company has not subleasedoperation thereof and have been operated and maintained in accordance with applicable laws, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereofrules, and regulations; (ix) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the Company has not collaterally assigned or granted any other security interest in such Lease or any interest thereinoperation of said facilities; and (x) there are no Liens on the estate owner of the facility leased or interest created by such Lease; subleased has good and (xi) marketable title to the Knowledge parcel of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned free and clear of any real property.Encumbrance, easement, covenant, or other restriction, except for installments of special easements 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. 4.22

Real Property. The (a) Neither the Company nor any Company Subsidiary owns any real property. Section 5.21(a) of the Company Disclosure Schedule identifies sets forth the address of each leased real property of the Company (the “Leased Real Property”). Seller has provided to Buyer , and a true complete and complete copy correct list of all leases and subleases Leases (including all amendments, extensions, renewals, Guarantees guaranties and other Contracts agreements with respect thereto) for each such Leased Real Property (including the “Leases”date and name of the parties to such Lease). The Company has delivered to Parent a complete and correct copy of each such Lease, and in the case of any oral Lease, a written summary of the material terms of such Lease. With Except for matters that would not have a Company Material Adverse Effect, with respect to each of the Leases except as disclosed pursuant to the Disclosure ScheduleLeases: (i) to the Knowledge of Company, such Lease is legal, valid, binding, enforceable and in full force and effect; , (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, Company’s or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) SellerCompany Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbeddisturbed and, and to the Knowledge of the Company, there are no disputes with respect to such Lease; , (iviii) neither the Company or any Company Subsidiary nor, to the Knowledge of the Company, and any other party to the Lease, Lease is not in breach or default under such Lease, and and, to the Knowledge of the Company, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; , (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (viiiv) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) of the Company or any Company Subsidiary, (v) neither the Company nor any Company Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; , (ixvi) neither the Company nor any Company Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; , and (xvii) there are no Liens (other than Permitted Encumbrances) on the estate or interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable . The Leased Real Property are in good condition comprises all of the real property used or intended to be used in, or otherwise related to, the businesses of the Company and repair (reasonable wear and tear excepted). The the Company does not own any real property, nor has it ever owned any real propertySubsidiaries.

Real Property. The Disclosure Schedule identifies Neither Parent nor the address of each leased Company owns any real property related to the Business. Schedule 4.8 contains a complete and accurate list of all the real property leased by the Company related to the Business (the “"Leased Real Property”). Seller has provided ") and lists the leases relating to Buyer a true and complete copy of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (the “"Leases”"), . The Leased Real Property and Leases listed on Schedule 4.8 comprise all leased real property interests and leases and agreements related thereto used in the case of any oral Lease, a written summary conduct of the material terms of such LeaseBusiness as now conducted. With respect to each of the Leases Lease and except as disclosed pursuant to the Disclosure Scheduleset forth on Schedule 4.8: (i) all leased buildings and all leased fixtures are held under the Leases, (ii) the Leases are in full force and effect and valid instruments enforceable against the Company, and to the Knowledge of Parent, the other party thereto, in each case in accordance with their respective terms, (iii) all rents, required deposits and additional rents due to date pursuant to each Lease have been paid in full, (iv) there is no existing default by Parent, the Company, or to the Knowledge of Parent, by the lessor of any such Lease, (v) none of Parent, the Company or the Shareholders have received any written notice that Parent or the Company is or was in default under any of the Leases, (vi) to the Knowledge of CompanyParent, such Lease is legal, valid, binding, enforceable no party other than the Company and the lessor have any interest in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbedProperty, and there are no disputes with respect to such Lease; (iv) the Company, and any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party no consent is or was required to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) be obtained by Parent or the Company has not subleasedpursuant to any Lease in connection with the consummation of the transactions contemplated herein or in connection with the Contribution. Copies of all such Leases, licensed or otherwise granted any Person together with all amendments thereto, pertaining to the right to use or occupy such Leased Real Property have been delivered to Xxxxxx and no Leases have been amended, modified or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned any real propertyterminated.

Real Property. The Disclosure Company does not own any real property. Schedule identifies 3.10 sets forth a complete list, as of the address date hereof, of each leased all leases of real property of by the Company (collectively, the “Leased Real PropertyProperty Leases”). Seller The Real Property Leases constitute all of the real property necessary or desirable for the conduct of the Business as currently conducted and as currently proposed to be conducted. The Company has provided delivered to Buyer a true correct and complete copy copies of all leases and subleases (the Leases set forth on Schedule 3.10, including all amendments, extensions, renewals, Guarantees guaranties and other Contracts agreements with respect thereto) for each such Leased Real Property (the “Leases”), and in . In the case of any oral Lease, the Company has delivered to Buyer a true and correct written summary of the material terms of such Lease. With respect to each of the Leases Lease set forth or required to be set forth on Schedule 3.10, except as disclosed pursuant to the Disclosure Scheduleset forth on Schedule 3.10: (i) to the Knowledge of Company, such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease effect and will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closingconsummation of the transactions contemplated hereunder, and no consent by any party to such lease is required in order to consummate the transactions contemplated hereunder; (ii) the Company is not, and, to the Sellers’ Knowledge, no other party to any such lease 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; (iii) Sellerthe Company’s possession and quiet enjoyment of the Leased Real Property Leases under such Lease lease has not been disturbed, and there are no disputes with respect to such Lease; (iv) the Company, and any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease lease has been applied in respect of a breach or default under such Lease lease which has not been redeposited in full; (viv) the Company does not owe, or shall and will not owe in the future, any brokerage commissions or finder’s fees with respect to such Leaselease; (viivi) except for Keuka PMC, LLC, the other party to such Lease lease is not an Affiliate of, and otherwise does not have any an economic interest in, in the Company; (vii) there are no material disputes as to the lease; (viii) the Company has not assigned, licensed, transferred, conveyed, mortgaged, deeded in trust or encumbered or become subject to a Lien on any interest in the leasehold, subleasehold or similar estate; (ix) all facilities leased, subleased or licensed thereunder have received all material approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof and have been operated and maintained, in all material respects, in accordance with applicable Laws; (x) the possession and quiet enjoyment of the Real Property Leases under such lease has not been disturbed and there are no disputes with respect to such Lease (including as a result of COVID-19 or COVID-19 Measures); (xi) there are no Liens affecting the real property interests held by the owner of any Real Property Leases leased to the Company pursuant to a lease; and (xii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property Leases or any portion thereof; (ix) . To the Sellers’ Knowledge, no portion of the Real Property Leases is subject to any pending condemnation or eminent domain proceeding and, to the Company’s Knowledge no such proceeding has been threatened. No Real Property Leases or improvements have suffered damage by fire or other casualty loss during the period the Company leased such Real Property Leases, which has not collaterally assigned heretofore been completely repaired and restored to its original condition. Except as set forth in Schedule 3.10, the material components of all improvements and mechanical and utility systems, including the roofs and structural elements of any buildings or granted any other security interest in such Lease or any interest therein; (x) there are no Liens on structures and the estate or interest created by such Lease; heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building parking systems and equipment, facilities serving the buildings and other improvements on all components thereof, included in the applicable Leased Real Property Leases, are in good working condition and repair order (reasonable ordinary wear and tear excepted)) and free from material structural or other material defects, adequate for the operation of such buildings and improvements for the purposes for which they are presently being used and the operation of the business of the Company. The Each Real Property Lease has unlimited access to and from publicly dedicated streets and is supplied with utilities and other services adequate for the Company’s operation of the business of the Company does not own any real property, nor has it ever owned any real propertyat said Real Property Leases and such utilities and services are in good repair and working order sufficient for operation of the business of the Company in the ordinary course of business.

Real Property. The Disclosure Schedule identifies (a) Seller Parent has made available to Purchaser prior to the address date of each leased real property of the Company (the “Leased Real Property”). Seller has provided to Buyer a true this Agreement correct and complete copy copies of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (the “Leases”), and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each of the Leases except as disclosed pursuant Real Property Leases. Section 3.17 of the Seller Disclosure Schedule contains a correct and complete list of the Real Property Leases, including the expiration date, the approximate total annual lease cost and the approximate total annual operating cost. Other than has been made available to Purchaser by Seller Parent prior to the Disclosure Schedule: date of this Agreement, there are not any material subleases, licenses or other occupancy agreements affecting the Real Property Leases. The Seller, Seller Parent or the Sold Company, as applicable, has a valid leasehold interest in the Real Property Leases and the real property subject thereto, free from all Encumbrances except Permitted Encumbrances. Other than the Real Property Leases, there are no other agreements or understandings, whether written or oral, between the Seller, Seller Parent or the Sold Company, as applicable, and the applicable landlords with respect to the real property subject to the Real Property Leases. There are no offsets, counterclaims or defenses under the Real Property Leases on the part of the applicable landlords. All rent and other amounts payable under the Real Property Leases have been fully and timely paid. Each Real Property Lease (i) is a valid and binding agreement of the Seller or the Sold Company, as applicable, and, to the Knowledge of CompanySeller Parent, such Lease each other party thereto, (ii) is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s possession subject to the Insolvency and quiet enjoyment Equity Exceptions, is enforceable against the Seller or the Sold Company, as applicable, and, to the Knowledge of Seller Parent, each other party thereto. Except as would not be material to the Business, taken as a whole, as to each Real Property Lease, except for breaches or defaults that have been cured and for which the breaching or defaulting party has no Liability, there does not exist thereunder any breach or default on the part of the Leased Real Property under such Lease has not been disturbedSeller or the Sold Company, and there are no disputes with respect to such Lease; (iv) the Companydoes not exist, and any other party to the LeaseKnowledge of Seller Parent, is not in breach any event, occurrence or default under such Leasecondition, and no event has occurred or circumstance exists which, with the delivery of which (after notice, the passage of time or both, ) would constitute or give rise to any such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned any real propertythereunder.

Real Property. The Neither the Company nor any Subsidiary owns any real property, nor has the Company or any Subsidiary ever owned any real property nor is either party to any Contract to purchase or sell any real property. Section 3.10 of the Disclosure Schedule identifies the address sets forth a list of each leased all real property of currently leased, subleased or licensed by or from the Company or any Subsidiary or otherwise used or occupied by the Company or any Subsidiary (the “Leased Real Property”). Seller has provided to Buyer Section 3.10 of the Disclosure Schedule sets forth a true and complete copy list of all leases leases, lease guaranties, subleases, and subleases (Contracts for the leasing, use or occupancy of, or otherwise granting a right in or to the Leased Real Property, including the name of the lessor, licensor, sublessor, master lessor or lessee, the date and term of the lease, license, sublease or other occupancy right, and all amendments, extensions, renewals, Guarantees terminations and other Contracts with respect thereto) for each such Leased Real Property modifications thereof (the “LeasesLease Agreements”). The Company has provided Acquiror with true, correct and complete copies of all Lease Agreements. All such Lease Agreements are valid and effective in accordance with their respective terms against the case of any oral LeaseCompany (or its Subsidiary, a written summary of the material terms of such Lease. With respect to each of the Leases except as disclosed pursuant to the Disclosure Schedule: (i) applicable), and, to the Knowledge of the Company, the other parties thereto, and there is not, under any of such leases, any existing default, rent past due or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company (or its Subsidiary, as applicable), and, to the Knowledge of the Company, the other parties thereto. Neither the Company nor its Subsidiaries have received any written notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any such Lease is legalAgreement, validwhich has not been fully remedied and withdrawn. The execution and delivery of this Agreement by the Company does not, binding, enforceable and in full force and effect; (ii) the consummation of the transactions set forth in this Agreement do not require the consent of any other Person to such Leasecontemplated hereby will not, or such consent has been obtained, shall not result in a any breach of or constitute a default under such Lease(or an event that with notice or lapse of time or both would become a default) under, or materially impair the rights of the Company or any of its subsidiaries or alter the rights or obligations of the sublessor, lessor or licensor under, or give to others any rights of termination, amendment, acceleration or cancellation of any Lease Agreements, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable adversely affect the continued use and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there for the conduct of business -24- as presently conducted. The Company or any Subsidiary currently occupies all of the Leased Real Property for the operation of its business. There are no disputes other parties occupying, or with respect a right to such Lease; (iv) the Company, and any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of noticeoccupy, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) Leased Real Property. Neither the Company does not owe, or shall owe in the future, nor any Subsidiary owes brokerage commissions or finder’s finders’ fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or would owe any portion thereof; (ix) the Company has not collaterally assigned or granted such fees if any other security interest existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. Neither the Company nor any Subsidiary owes brokerage commissions or finders’ fees with respect to any interest therein; (x) there such Leased Real Property or would owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. The Company and each of its Subsidiaries has performed all of its obligations under any termination agreements pursuant to which it has terminated any leases, subleases, licenses or other occupancy agreements for real property that are no Liens on longer in effect and has no continuing liability with respect to such terminated agreements. Neither the estate or interest created by Company nor any of its Subsidiaries would be reasonably likely to be required to expend more than $50,000 in causing any Leased Real Property to comply with the surrender conditions set forth in the applicable Lease Agreement, excluding, for the avoidance of doubt, any amounts payable solely as a result of any early termination of such Lease; Lease Agreement. The Leased Real Property is in good operating condition and (xi) repair and otherwise suitable for the conduct of the business of the Company and its Subsidiaries and, to the Knowledge of the Company, all buildingsis free from structural, structuresphysical and mechanical defects, improvements, fixtures, building systems and equipmentis maintained in a manner consistent with standards generally followed with respect to similar properties, and all components thereof, included in is structurally sufficient for the applicable conduct of the business of the Company and its Subsidiaries. Neither the operation of the Company or any Subsidiary on the Leased Real Property are nor such Leased Real Property, including the improvements thereon, violate in good condition any material respect any applicable lease, building code, zoning requirement or statute relating to such property or operations thereon, and repair (reasonable wear and tear excepted). The Company does any such non-violation is not own any real property, nor has it ever owned any real propertydependent on so-called non-conforming use exceptions.

Real Property. The (a) Neither the Company nor any Company Subsidiary owns any real property. Section 5.20(a) of the Company Disclosure Schedule identifies sets forth the address of each leased real property of the Company (the “Leased Real Property”). Seller has provided to Buyer , and a true complete and complete copy correct list of all leases and subleases Leases (including all amendments, extensions, renewals, Guarantees guaranties and other Contracts agreements with respect thereto) for each such Leased Real Property (including the “Leases”date and name of the parties to such Lease). The Company has delivered to Parent a complete and correct copy of each such Lease, and in the case of any oral Lease, a written summary of the material terms of such Lease. With Except for matters that, individually or in the aggregate, have not had and would not be reasonably expected to have a Company Material Adverse Effect, with respect to each of the Leases except as disclosed pursuant to the Disclosure ScheduleLeases: (i) to the Knowledge of Company, such Lease is legal, valid, binding, enforceable and in full force and effect; , (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, Company’s or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) SellerCompany Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbeddisturbed and, and to the Knowledge of the Company, there are no disputes with respect to such Lease; , (iviii) neither the Company or any Company Subsidiary nor, to the Knowledge of the Company, and any other party to the Lease, Lease is not in breach or default under such Lease, and to the Knowledge of the Company no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; , (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (viiiv) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; Company or any Company Subsidiary, (viiiv) neither the Company nor any Company Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; , (ixvi) neither the Company nor any Company Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; , and (xvii) there are no Liens (other than Permitted Encumbrances) on the estate or interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable . The Leased Real Property are in good condition comprises all of the real property used or intended to be used in, or otherwise related to, the businesses of the Company and repair (reasonable wear and tear excepted). The the Company does not own any real property, nor has it ever owned any real propertySubsidiaries.

Real Property. The Disclosure Schedule identifies (a) Other than the address of each leased real property being acquired pursuant to the Real Estate Purchase Agreement, the Company does not now own or, at any time, has owned any real property. Schedule 3.15(a)(i) hereto sets forth a complete and correct list of all real property leased, subleased, licensed, operated or occupied by the Company (collectively the “Company Leases”) and the location of the premises. The premises subject to the Company Leases are hereinafter referred to as “Company Leased Property”. Except as set forth in Schedule 3.15(a)(ii) hereto, neither the Company, nor, to the Company’s knowledge, any other party is in default under any of the Company (the “Leased Real Property”). Seller has provided to Buyer a true and complete copy of all leases and subleases (including all amendmentsLeases, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (the “Leases”), and in the case of nor does there exist any oral Lease, a written summary of the material terms of such Lease. With respect to each of the Leases except as disclosed pursuant to the Disclosure Schedule: (i) to the Knowledge of Company, such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect to such Lease; (iv) the Company, and any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists condition which, with the delivery of notice, upon the passage of time or the giving of notice or both, would constitute such cause a breach or default, nor has any waiver, indulgence or permit postponement of any of the terminationCompany’s obligations, modification as lessees, been granted by any owner of the Company Leased Property. All rent and other sums and charges payable by the Company as lessee or acceleration sublessee under the Company Leases are current. Except as set forth in Schedule 3.15(a)(i) hereto, no Company Leased Property is occupied by a third party other than the Company, and, to the Company’s knowledge, no third party has a right to occupy such property other than the Company. The Company has provided to the Parent complete and correct copies of rent under such Leaseall the Company Leases, including all amendments thereto; (v) no security deposit term or portion thereof deposited with respect to such Lease condition of any of the Company Leases has been applied modified, amended or waived except as shown in respect such copies; and there are no other agreements or arrangements whatsoever relating to the Company’s use or occupancy of a breach or default under such Lease which has not been redeposited in full; (vi) any of the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Leased Property. The Company has not subleasedtransferred, licensed mortgaged or otherwise granted assigned any Person interest in any of the right to use Company Leases. To the Company’s knowledge, there is no pending or occupy such threatened condemnation or similar proceeding affecting any Company Leased Real Property or any portion thereof; (ix) , and each Company Leased Property is supplied with utilities and other services sufficient to operate the business of the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable as presently conducted. The Company Leased Real Property are is in good operating condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned any real propertyis suitable for the conduct of business as presently conducted therein.

Real Property. The (a) Section 3.7 of the Company Disclosure Schedule identifies Schedules sets forth the address of each leased real property of the Company (the “Leased Real Property”). Seller has provided to Buyer , and a true true, correct and complete copy list of all leases and subleases Leases to which the Company or any Company Material Subsidiary is a party (including all amendments, extensions, renewals, Guarantees guaranties and other Contracts agreements with respect thereto) for each such Leased Real Property (such Leases, the “Material Leases”), and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each of the Leases except as disclosed pursuant to the Disclosure ScheduleMaterial Leases: (i) to the Knowledge of Company, such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Leaseno Xxxxx Xxxxxxxx Company has subleased, or such consent has been obtained, shall not result in a breach of or default under such Lease, licensed or otherwise cause such Lease granted any right to cease use or occupy the Leased Real Property or any portion thereof to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closinga third party (other than Permitted Liens); (iii) Sellerthe applicable Xxxxx Xxxxxxxx Company’s possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed, disturbed and there are no disputes with respect to such Material Lease; (iv) no Xxxxx Xxxxxxxx Company is currently in default under, nor has any event occurred or does any circumstance exist that, with notice or lapse of time or both would constitute a material default by a Xxxxx Xxxxxxxx Company under, any Material Lease; (v) to the Knowledge of the Company, and any other party to the Leaseno material default, is not in breach or default under such Lease, and no event has occurred or circumstance exists whichthat, with the delivery of notice, the passage notice or lapse of time or both, would constitute a material default by any counterparty to such a breach or default, or permit the termination, modification or acceleration of rent under such Material Lease; (vvi) no security deposit or portion thereof deposited with respect to such Material Lease has been applied in respect of a breach or default under such Material Lease which has not been redeposited in full; (vivii) the no Xxxxx Xxxxxxxx Company does not oweowes, or shall will owe in the future, any brokerage commissions or finder’s fees with respect to such Material Lease; (viiviii) the each other party to such Material Lease is not an Affiliate of, and otherwise does not have any economic interest in, the any Xxxxx Xxxxxxxx Company; (viiiix) the no Xxxxx Xxxxxxxx Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ixx) the no Xxxxx Xxxxxxxx Company has not collaterally assigned or granted any other security interest in such Material Lease or any interest therein; and (xxi) there are no Liens on the estate or interest created by such Material Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own has made available to the SPAC a true, correct and complete copy of all Material Leases. No Xxxxx Xxxxxxxx Company owns fee title to any real property, nor has it ever owned any real propertyland.

Real Property. The Disclosure (a) Schedule identifies 3.12(a) sets forth the address of each leased parcel of real property leased by Xxxxxxx and used in or occupied in connection with the P&F Business (together with all rights, title and interest of the Company (either Seller in and to leasehold improvements relating thereto, collectively, the “Leased Real Property”). Seller has provided Sellers have made available to Buyer a true and complete copy list of all leases leases, subleases, licenses, concessions and subleases (occupancy agreements, including all amendments, extensions, extensions renewals, Guarantees guarantees and other Contracts agreements with respect thereto) for each such , pursuant to which Sellers hold any Leased Real Property (collectively, the “Leases” and individually a “Lease”), and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each of the Leases except as disclosed pursuant to the Disclosure ScheduleLease: (i) to the Knowledge of CompanySellers’ Knowledge, such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s and free of all Liens, except Permitted Liens, and each Seller enjoys peaceful and undisturbed possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect to such LeaseProperty; (ivii) the Company, and any other party to the Lease, no Seller is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of default by such Seller; (iii) each Seller has paid all rent currently due and payable under such Lease; (iv) neither Seller has received nor given any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by such Seller under any of the Leases; (v) to the Knowledge of Sellers, no security deposit or portion thereof deposited other party is in default thereof, and no party to any Lease has exercised any termination rights with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in fullthereto; (vi) the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company no Seller has not subleased, licensed assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; (ixvii) the Company no Seller has not collaterally assigned pledged, mortgaged or otherwise granted any other security a Lien on its leasehold interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor viii) no Seller has it ever owned any real propertycommenced building a wastewater treatment plant at the Richmond Facility.

Real Property. The Disclosure Except as set forth in Schedule identifies 4.7, there is no real estate or interests in real estate owned by the Company. Schedule 4.7 sets forth as of the Signing Date, the address of each leased parcel of real property of subject to a lease, sublease, license or occupancy agreement used by the Company (the “Leased Real Property”). Seller has provided to Buyer , the identity of the lessor, lessee and current occupant (if different from the lessee) and a true correct and complete copy list, as of the Signing Date, of all leases such leases, subleases, licenses and subleases (other occupancy agreements, including all amendmentsamendments and supplements thereto and guaranties thereof (collectively, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (the “Leases”), and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each of the Leases except as disclosed pursuant to the Disclosure Schedule: The Leased Real Property constitutes (i) to all of the Knowledge real property leased, subleased, licensed or occupied by the Company and (ii) all of Company, such Lease is legal, the real property used in the Business. The Leases are valid, binding, enforceable binding and in full force and effect; (ii) , subject to the transactions set forth Remedies Exception, and the Company holds a good, valid and existing leasehold interest under each such Lease in this Agreement do not require each case free and clear of all Liens. The Company has delivered or made available to the consent Purchaser true, correct and complete copies of any other Person to each of the Leases, and none of such Lease, or such consent Leases has been obtainedmodified in any material respect. The Company is not in default or breach in any material respect under any of such Leases, shall not result in a breach of or default under such Leasenor, or otherwise cause such Lease to cease to be legalthe Sellers’ Knowledge, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect to such Lease; (iv) the Company, and is any other party to the a Lease, is in default or breach in any material respect by any party under any of such Leases and the Company has not in breach received notice that it has breached or default defaulted under such any Lease, and no nor is there, to the Sellers’ Knowledge, any condition or event has occurred or circumstance exists which, with the delivery notice or lapse of noticetime, the passage of time or both, would constitute such a default or breach or default, or permit in any material respect under any of the termination, modification or acceleration of rent under such Lease; (v) no Leases. No security deposit or portion thereof deposited with respect to such any Lease has been applied in respect of a breach or default under such any Lease which has not been redeposited re-deposited in full; (vi) the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the . The Company has not subleased, licensed or otherwise granted to any Person the right to use or occupy such any of the Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned any real property.

Real Property. The Disclosure Schedule identifies Neither the address of each leased Company nor any Company Subsidiary owns any real property property. Section 4.15 of the Company (the “Leased Real Property”). Seller has provided to Buyer Disclosure Letter provides a true and complete copy list of all leases and subleases Leases (including all amendments, extensions, renewals, Guarantees renewals and other Contracts guaranties with respect thereto) for each such Leased Real Property (including the “Leases”date and name of the parties to such Lease document). The Company has delivered or made available to Purchaser a true and complete copy of each such Lease document. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and except as provided in the case of any oral Lease, a written summary Section 4.15 of the material terms of such Lease. With Company Disclosure Letter, with respect to each of the Leases except as disclosed pursuant to the Disclosure ScheduleLeases: (i) to the Knowledge of Company’s Knowledge, such Lease is legal, valid, binding, enforceable and in full force and effecteffect subject in all respects to the Bankruptcy and Equity Exceptions; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, Company’s or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) SellerCompany Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s Knowledge, there are no disputes with respect to such Lease; (iviii) neither the Company or Company Subsidiary nor, to the Company’s Knowledge, and any other party to the Lease, Lease is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (viiv) the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ixv) the Company or Company Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xivi) each Company Entity has valid leasehold, easement or other rights to the Knowledge of Companyland, all buildings, structures, improvements, fixtures, building systems structures and equipment, other improvements thereon and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted)fixtures thereto necessary to permit it to conduct its businesses as currently conducted. The Company This Section 4.15 does not own any real propertyrelate to Environmental Permits, nor has it ever owned any real propertyEnvironmental Laws, Environmental Claims, Releases, Hazardous Materials or other environmental matters, or Intellectual Property, which are addressed in Sections 4.13 and 4.16, respectively.

Real Property. The (a) Section 4.08(a) of the Seller Disclosure Schedule identifies Letter contains a true, correct and complete list, as of the address date of each leased this Agreement, (including the date and name of the parties and the street address) of all leases, subleases, licenses, concessions, ground leases and other agreements (written or oral) used or held for use primarily in the operation or conduct of the Business (which, for clarity, excludes the Washington UK Facility) (“Real Property Leases”; and the real property of the Company (leased, subleased or licensed thereunder, the “Leased Real Property”). Seller has provided delivered to Buyer Purchaser a true and complete copy of all leases each Real Property Lease and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for any material ancillary agreement to each such Leased Real Property (Lease. Subject to the “Leases”), and circumstances described in the case of any oral Leaseproviso to the following sentence, a written summary of the material terms of such Lease. With respect to each of the Real Property Leases except as disclosed pursuant to the Disclosure Schedule: (i) to the Knowledge of Company, such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable binding and in full force and effect on identical in all material respects and is enforceable in accordance with its terms following against Seller or its Subsidiaries and, to the Closing; (iii) Knowledge of Seller, each other party thereto. Neither Seller’s nor any of its Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such any Real Property Lease has not been disturbeddisturbed in any material respect, and to Seller’s Knowledge, there are no material disputes with respect to such any Real Property Lease; (iv) . Neither Seller or any of its Subsidiaries nor, to the CompanyKnowledge of Seller, and any other party to the Lease, any Real Property Lease is not in material breach or material default under such any Real Property Lease, and no event or condition has occurred that constitutes or circumstance exists which, would constitute (with the delivery of notice, the passage or without notice or lapse of time or both), would constitute such a material breach or material default on the part of Seller or any of its Subsidiaries, or to Seller’s Knowledge, any other party to such Real Property Lease, nor has Seller or any of its Subsidiaries received any notice of any such material breach or material default, event or permit the terminationcondition; provided, modification or acceleration that, for purposes of rent under such Lease; (v) no security deposit or portion thereof deposited this sentence, it shall not be a material default with respect to any such Real Property Lease if such Real Property Lease is not in effect on the Closing Date because (x) its term has been applied in respect of a breach ended pursuant to the terms thereof or default under such Lease which has not been redeposited in full; (vi) the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (viiy) the other party to under such Real Property Lease is not an Affiliate of, and otherwise does not have has terminated such Real Property Lease for any economic interest in, the Company; (viii) the Company reason other than a default by Seller or any of its Subsidiaries thereunder. Neither Seller nor any of its Subsidiaries has not subleased, licensed or otherwise granted any Person the right to use or occupy such any Leased Real Property or any portion thereof; (ix) the Company . Neither Seller nor any of its Subsidiaries has not collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned any real property.

Real Property. The (i) Section 3.12(i) of the Disclosure Schedule identifies the address of each leased lists and describes briefly all real property that any of the Company (the “Leased Real Property”). Seller has provided to Buyer a true and complete copy of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (the “Leases”), and in the case of any oral Lease, a written summary of the material terms of such Leaseits Subsidiaries owns. With respect to each such parcel of the Leases except as disclosed pursuant owned real property required to be listed and described on Section 3.12(i) of the Disclosure Schedule: (iA) the identified owner has good and marketable title to the Knowledge parcel of Companyreal property, such Lease is legalfree and clear of any Security Interest, valideasement, bindingcovenant, enforceable or other restriction, except for installments of special assessments not yet delinquent and in full force recorded easements, covenants, and effectother restrictions which do not impair the current use, occupancy, or value, or the marketability of title, of the property subject thereto; (iiB) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect pending or threatened condemnation proceedings, lawsuits, or administrative actions relating to such Leasethe property or other matters affecting adversely the current use, occupancy, or value thereof; (ivC) the Companylegal 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 other party easement which may burden the land, 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 Leaseuse thereof have not been obtained; (D) 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, is not in breach or default under such Leaserules, and regulations; (E) there are no event has occurred or circumstance exists whichleases, with the delivery of noticesubleases, the passage of time or bothlicenses, would constitute such a breach or defaultconcessions, or permit other agreements, written or oral, granting to any Person or Persons the termination, modification right of use or acceleration occupancy of rent under such Leaseany portion of the parcel of real property; (vF) there are no security deposit outstanding options or portion thereof deposited with respect rights of first refusal to such Lease has been applied in respect purchase the parcel of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does not owereal property, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned thereof or granted any other security interest in such Lease or any interest therein; (xG) there are no Liens Persons (other than the Seller and its Subsidiaries) in possession of the parcel of real property, other than tenants under any leases disclosed in Section 3.2.12(i) of the Disclosure Schedule who are in possession of space to which they are entitled; (H) all facilities located on the estate 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 interest created via permanent, irrevocable, appurtenant easements benefitting the parcel of real property; (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; (J) no Hazardous Material is present in, on or under such Leasereal property at any time prior to the Closing Date, including any land and the improvements, ground water and surface water thereof, except in accordance with applicable laws and regulations; and (xiK) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems there are and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned any real have been no storage tanks located on or under such property.

Real Property. The Disclosure Schedule identifies the address of each leased real property (a) Section 20 of the Company Disclosure Letter sets forth and describes a true, complete and correct list of all of the existing leases, subleases, licenses or other agreements pursuant to which the Company or any of its Subsidiaries uses or occupies, or has the right to use or occupy, now or in the future, any real property (such property, the “"Company Leased Real Property”", and each such lease, sublease, license or other agreement, a "Company Lease" and, collectively, the "Company Leases"). Seller The Company has provided to Buyer a true made available in the Data Room true, correct and complete copy copies of all leases and subleases Company Leases (including all amendmentsmodifications, extensions, renewals, Guarantees amendments and other Contracts with respect supplements thereto) for each such Leased Real Property (the “Leases”), and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each of the Leases except as disclosed pursuant to the Disclosure ScheduleCompany Leased Real Property: (i) to the Knowledge of Company, such each Company Lease is constitutes a legal, validvalid and binding obligation of the Company or its Subsidiary, bindingas the case may be, enforceable against the Company or such Subsidiary, as the case may be, in accordance with its terms subject to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of contracts generally and the discretion that a court may exercise in the granting of equitable remedies and is in full force and effect, and the Company or one of its Subsidiaries has valid leasehold estates in the Company Leased Real Property, free and clear of all Liens (other than Permitted Liens); (ii) neither the transactions set forth Company nor any of its Subsidiaries, as the case may be, is in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a material breach of or default under any such LeaseCompany Lease and no event has occurred which, without the giving of notice or lapse of time, or otherwise cause both, would constitute a material breach of or default under any such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the ClosingCompany Lease; (iii) Seller’s possession and quiet enjoyment to the knowledge of the Leased Real Property under Company, no counterparty to any such Company Lease has not been disturbed, is in material default thereunder and there are no disputes with respect to any such Company Lease; and (iv) the Company, and any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) neither the Company does not owe, or shall owe in the future, nor any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company of its Subsidiaries has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in any such Company Lease or any interest therein; (x) , and there are no Liens (other than Permitted liens) on the estate or interest created by any such Company Lease; and (xi) to . Neither the Knowledge Company nor any of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not its Subsidiaries own any real property, nor has it ever owned any real property.

Real Property. The Disclosure Schedule identifies the address of each leased real property Except as set forth in Section 3.9 of the Company (Seller Disclosure Schedules, as of immediately prior to the “Leased Real Property”). transfer of title to the OATS Facility described in Section 5.18, the applicable Seller has provided Entities will have good and valid title in fee to Buyer a true the OATS Facility, free and complete copy clear of all leases Liens, other than Permitted Liens and subleases Liens that would not reasonably be expected to be material to the Business. There are no written or oral subleases, licenses, concessions, occupancy agreements or other contractual obligations granting to any other Person the right of use or occupancy of the OATS Facility and there is no Person (including other than Seller) in possession of the OATS Facility. The current use of the OATS Facility is, in all amendmentsmaterial respects, extensionsin accordance with the certificates of occupancy relating thereto and the terms of any Permits relating thereto. Except as would not reasonably be expected to be material to the Business, renewalsthe OATS Facility and its current use, Guarantees occupancy and other Contracts with respect theretooperation by Seller and the structural facilities located thereon do not (a) for each such Leased Real Property (the “Leases”)constitute a nonconforming use or structure under, and are not in breach or violation of, or default under, any applicable building, zoning, subdivision or other land use or similar Law, or (b) otherwise violate or conflict with any covenants, conditions, restrictions or other contractual obligations, including the case requirements of any oral Leaseapplicable Lien thereto. There is no pending or, a written summary of the material terms of such Lease. With respect to each of the Leases except as disclosed pursuant to the Disclosure Schedule: (i) to the Knowledge of CompanySeller, such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) threatened condemnation Action that would preclude or materially impair the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment use of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect to such Lease; (iv) the Company, and any other party to the Lease, OATS Facility. The OATS Facility is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair and is sufficient for the operation of the Business as conducted thereon in all material respects. As of the date hereof, neither Seller nor any of its Subsidiaries have received within the two (reasonable wear 2)-year period prior to the date of this Agreement written notice of any material default under any restrictive covenants affecting the OATS Facility, and tear excepted)there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a material default under any such restrictive covenants. The Company does not own There are no outstanding options or rights of first refusal to purchase the OATS Facility or any real propertyportion thereof or interest therein. There is no pending construction on the OATS Facility. Except as set forth in Section 3.9 of the Seller Disclosure Schedules, nor has it ever owned any real propertythere are no service contracts or other agreements relating to the use or operation of the OATS Facility.

Real Property. The Disclosure (a) Owned Real Property. Seller does not own any real property. (b) Leased Real Property. Schedule identifies the address 2.11(b) contains a list of each leased all real property of the Company leases and subleases under which Seller is either lessor or lessee (the “Leased Real Property”). Seller has provided made available to Buyer or its counsel a true and complete copy of all leases every lease and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts sublease to which Seller is a party with respect thereto) for each such to the Leased Real Property (the “Leases”). Each Lease is valid and enforceable in accordance with its terms except where such enforceability may be limited by (x) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors’ rights generally, and in (y) the case availability of any oral Lease, a written summary of the material terms of such Leaseinjunctive relief and other equitable remedies. With respect to each of the Leases Leases, and except as disclosed pursuant to the Disclosure Schedule: set forth on Schedule 2.11(b): (i) Seller is not, and to the Knowledge of Company, such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbedKnowledge, and there are no disputes with respect to such Lease; (iv) the Company, and any other party to the Leaseany Lease is, is not in breach or default under such Leasedefault, and no event has occurred or circumstance exists which, with the delivery notice or lapse of notice, the passage of time or bothtime, would reasonably be expected to constitute such a breach or default, default or permit the termination, modification or acceleration thereunder; (ii) no postponement or material waiver of rent Seller’s obligations under a Lease has been granted by the lessor, (iii) other than with respect to the transfer of the Purchased Assets, to Seller’s Knowledge, there exists no event, occurrence, condition or act which, with the giving of notice or the lapse of time, would give rise to a right of termination by the lessor under such Lease or give rise to any material liability of Seller under such Lease, (iv) to Seller’s Knowledge, there are no disputes, oral agreements or forbearance programs in effect as to the lease; and (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which Seller has not been redeposited assigned, transferred, conveyed, mortgaged, deeded in full; (vi) the Company does not owe, trust or shall owe encumbered any interest in the future, any brokerage commissions or finder’s fees with respect leasehold (other than pursuant to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepteda Permitted Lien). The Company does not own any real property, nor has it ever owned any real property.All rents due to date on each Lease have been paid. 2.12

Real Property. The SECTION 3.15 to the Disclosure Schedule identifies the address of each leased lists ------------- and describes all real property of currently leased or subleased by the Company (the “"Leased Real Property”"). Seller has provided to Buyer The Companies are not now, and never have been, the ---------------------- lessor, lessee, sublessor or sublessee of any real property lease except for the lease ("Lease") a true and complete copy of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (which is attached to SECTION 3.15 to the “Leases”)Disclosure ----- Statement. The Companies do not own, and have never owned any interest in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each of the Leases real property except as disclosed pursuant in SECTION 3.15 to the Disclosure Schedule: (i) to the Knowledge of Company, such Lease . The lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Leaseenforceable, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following in all respects. The Company and the Closing; landlord thereof (iii"Landlord") Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect to such Lease; (iv) the Company, and any other party to the Lease, is not in -------- breach or default under such Leasedefault, and no event has occurred or circumstance exists which, with the delivery notice or lapse of notice, the passage of time or bothtime, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does not oweor permit termination, modification, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the acceleration thereunder. The Company has not subleasedassigned or encumbered any interest in the Lease. All facilities leased thereunder have received all approvals of governmental authorities (including all licenses and permits) required in connection with the construction and present use and operation thereof as well as the lawful occupancy of such facilities, licensed and such facilities have been operated and maintained in accordance therewith and with all applicable laws, rules, and regulations, and all licenses, permits and approvals, including certificates of occupancy, shall continue in full force and effect after giving effect to the transactions contemplated by this Agreement. None of the facilities leased thereunder are in need of any repair necessary to conduct the business of the Company as currently conducted. There are no pending or otherwise granted any Person threatened condemnation proceedings, lawsuits, or administrative actions relating to the right to use or occupy such Leased Real Property or any portion other matters affecting the current use, occupancy, or value thereof; (ix) . There are no parties other than the Company has not collaterally assigned in possession of the Leased Real Property. All real property previously owned or granted leased by any other security interest of the Companies, or their predecessors, were owned, leased, operated and/or maintained in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; accordance with all applicable laws, rules and (xi) to the Knowledge of Companyregulations, including, without limitation, all buildingsEnvironmental, structures, improvements, fixtures, building systems Health and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned any real propertySafety Laws.

Real Property. The (a) Section 4.9(a) of the Disclosure Schedule identifies the address sets forth a complete list of each leased all real property and interests in real property leased or licensed by the Company or its Subsidiaries as lessee or sublessee and a true, correct and complete list of all of the leases relating thereto (including amendments) as in effect on the date of this Agreement (each, a “Real Property Lease” and each such related property, a “Company (the “Leased Real Property”). Seller The Company has provided delivered to Buyer Parent a true true, correct and complete copy of all leases and subleases (each Real Property Lease, including all amendments, modifications, supplements, extensions, renewals, Guarantees and guaranties or other Contracts agreements with respect thereto) for each such Leased Real Property (. Neither the “Leases”)Company nor any of its Subsidiaries currently owns, and has never in the case of past owned, any oral Lease, a written summary fee simple ownership interest in real property. The Company Properties constitute all interests in real property currently used or currently held for use in connection with the business of the material terms of such LeaseCompany and its Subsidiaries. With respect to each Real Property Lease and piece of the Leases except as disclosed pursuant to the Disclosure ScheduleCompany Property: (i) to the Knowledge of Company, such Real Property Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement contemplated hereby do not require the consent of any other Person party to such Real Property Lease, or such consent has been obtained, shall will not result in a breach of or 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 Closingclosing; (iii) Seller’s possession and quiet enjoyment of neither the Leased Real Property under such Lease has not been disturbedCompany or its Subsidiary nor, and there are no disputes with respect to such Lease; (iv) the Company’s knowledge, and any other party to the Real Property Lease, is not in breach or default under such Real Property Lease, and and, to the Company’s knowledge, 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, default or permit the termination, modification or acceleration of rent under such Real Property Lease; (iv) to the Company’s knowledge, there are no disputes with respect to 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; (vi) there are no forbearance programs in effect with respect to such Real Property Lease; (vii) the Company does (or its Subsidiary) has not oweassigned, subleased, mortgaged, deeded in trust or shall otherwise transferred or encumbered or granted any Lien on such Real Property Lease or any interest therein; (viii) the Company’s or its Subsidiary’s possession and quiet enjoyment of the Company Property under such Real Property Lease has not been disturbed; (ix) the Company and its Subsidiaries do not owe in the future, any brokerage commissions or finder’s fees with respect to such Real Property Lease; and (viix) the other party to each such Real Property Lease is not an Affiliate of, and otherwise does not have any economic interest in, in the Company; (viii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own and its Subsidiaries have a valid and enforceable leasehold interest, free and clear of any real propertyLiens, nor has it ever owned any real propertyother than Permitted Liens, under each of the Real Property Leases. All the Company Properties are adequately maintained and suitable in all material respects for the purpose of conducting the business of the Company and its Subsidiaries as currently conducted.

Real Property. The Disclosure (a) Neither the Company nor any Subsidiary of the Company owns any real property. Neither the Company nor any Subsidiary of the Company is party to any agreement or option to purchase any real property or interest therein. Schedule identifies 5.19 contains a true, correct and complete list, as of the date of this Agreement, of all Leased Real Property including, the address of each leased real property of the Company (the “Leased Real Property”). Seller The Company has provided made available to Buyer a true Acquiror true, correct and complete copy copies of all leases and subleases the material Contracts (including all material modifications, amendments, extensionsguarantees, renewalssupplements, Guarantees waivers and other Contracts side letters thereto) pursuant to which the Company or any of its Subsidiaries occupy (or have been granted an option to occupy) the Leased Real Property or is otherwise a party with respect thereto) for each such to the Leased Real Property (the “Leases”). The Company or one of its Subsidiaries has a valid and subsisting leasehold estate in, and in the case of any oral Leaseenjoys peaceful and undisturbed possession of, a written summary of the material terms of such Leaseall Leased Real Property, subject only to Permitted Liens. With respect to each of the Leases Lease and except as disclosed pursuant to the Disclosure Schedule: would not constitute a Material Adverse Effect, (i) to the Knowledge of Company, such Lease is legal, valid, binding, enforceable binding and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following against the Closing; Company or one of its Subsidiaries and, to the Company’s knowledge, the other party thereto, subject to the Enforceability Exceptions, (iiiii) Seller’s possession and quiet enjoyment to the knowledge of the Leased Real Property under such Company, each Lease has not been disturbedmaterially amended or modified except as reflected in the modifications, amendments, supplements, waivers and there are no disputes with respect side letters made available to such Leasethe Acquiror, (iii) neither the Company nor one of its Subsidiaries has received or given any written notice of material default or material breach under any of the Leases and to the knowledge of the Company, neither the Company nor its Subsidiaries has received oral notice of any material default that has not been cured within the applicable cure period; and (iv) the Company, and there does not exist under any other party to the Lease, is not in breach Lease any event or default under such Lease, and no event has occurred or circumstance exists condition which, with the delivery of notice, the passage notice or lapse of time or both, would constitute such become a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or material default under such Lease which has not been redeposited in full; (vi) by the Company does not oweor one of its Subsidiaries or, or shall owe in to the futureCompany’s knowledge, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned any real propertythereto.

Real Property. The Disclosure Schedule identifies Sellers lease the address of each leased real property of the Company 1500 Facility (the “"Leased Real Property”Premises") pursuant to that certain Standard Industrial Lease Agreement (the "Lease"). Seller has provided to Buyer , dated October 29, 2002 between ITW, as tenant, and AMB-SGP CIF-Illinois, L.P., a true Delaware limited partnership ("Landlord"), as landlord, a true, correct and complete copy of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (the “Leases”), and in the case of any oral Lease, a written summary of the material terms of such LeaseLease being attached hereto as SCHEDULE 3.14. With respect to each of the Leases except as disclosed pursuant to the Disclosure Schedule: (i) to the Knowledge of Company, such The Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following and has not been modified or amended in any respect. The Lease constitutes the Closing; (iii) Seller’s possession full agreement of ITW and quiet enjoyment Landlord with respect to the Leased Premises. There are no subleases or tenancies or licenses of any portion of the Leased Real Property Premises. The only occupant of the Leased Premises is ITW. ITW has legal and valid occupation of and permits and other required licenses or governmental approvals for the 1500 Facility (copies of which have been delivered to the Buyer). Except as described in SCHEDULE 3.14, to the best of Sellers' knowledge, ITW is a tenant in good standing under such Lease has not been disturbed, and there are no disputes with respect to such Lease; (iv) the Company, and any other party to the Lease, free of any default or breach whatsoever and quietly enjoys the premises provided for therein and has no knowledge of any event which, with or without the giving of notice and passage of time, will constitute a default by ITW under the Lease. Except as described in SCHEDULE 3.14, to the best of Sellers' knowledge the Landlord is not in breach or default under such the Lease and Sellers have no knowledge of any event which, with or without the giving of notice and passage of time, will constitute a material default by the Landlord under the Lease. Rental and other payments due under the Lease have been duly made, each act required to be performed which, if not performed, would constitute a material breach under the Lease has been duly performed and no act forbidden to be performed has been performed under the Lease which, if presented, would constitute a material breach thereof. ITW is the current tenant under the Lease and has the full right and authority to assign the Lease to Buyer (subject to consent from landlord), and no event other person has occurred any interest in or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect claim to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does not owe, or shall owe ITW's interest in the futureLease. The Leased Premises are free and clear of judgments, claims, executions, liens, taxes and assessments due by or against ITW and ITW has paid all costs for work done or caused to be done by ITW in the Leased Premises which could result in any brokerage commissions lien, judgment, encumbrance or finder’s fees with respect execution to such Lease; (vii) be filed or attached on the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security tenant's interest in such Lease or any interest therein; (x) there are no Liens the Lease, on the estate or Lease Premises, on the Landlord's interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned any real propertyPremises or on the land on which the Leased Premises is situated.

Real Property. The Disclosure Companies and the Transferred Subsidiary do not own any real property. Schedule 5.6 identifies the address of each leased only real property that is leased by the Companies and the Transferred Subsidiary (together with all rights, title and interest of the Company (Companies and the Transferred Subsidiary in and to leasehold improvements relating thereto, including security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”). Seller has provided to Buyer ) and a true and complete copy list of all leases leases, subleases, licenses, concessions and subleases other agreements (whether written or oral), including all amendments, extensions, renewals, Guarantees guaranties and other Contracts agreements with respect thereto) for each such , pursuant to which SKS holds the Leased Real Property (the “LeasesLease”), . The Companies have delivered to HoldCo a true and in the case of any oral Lease, a written summary of the material terms complete copy of such Lease. With respect to each of the Leases except as disclosed pursuant to the Disclosure Schedulesuch Lease: (i) to the Knowledge of Company, such Lease is legal, valid, binding, enforceable and in full force and effect, and SKS enjoys peaceful and undisturbed possession of the Leased Real Property; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect to such Lease; (iv) the Company, and any other party to the Lease, SKS is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or defaultdefault by SKS or, or permit to the terminationKnowledge of the Companies, modification or acceleration of any other party to such Lease, and SKS has paid all rent due and payable under such Lease; (viii) SKS has not received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by SKS under any of the Leases and, to the Knowledge of the Companies, no security deposit or portion thereof deposited other party is in default thereof, and no party to any Lease has exercised any termination rights with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in fullthereto; (viiv) the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company SKS has not subleased, licensed assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; (ixv) SKS has not pledged, mortgaged or otherwise granted a Lien on its leasehold interest in any Leased Real Property; (vi) the Company has Companies and the Transferred Subsidiary are currently not collaterally assigned in negotiations for any new lease, sublease, or granted other right to use, any other security interest in such Lease or any interest thereinreal property; (xvii) there are no Liens on SKS is currently not in negotiations to extend or otherwise modify the estate or interest created by such Lease; and (xiviii) the Companies have received no notice, as of the date of this Agreement, from the landlord under the Leases requiring SKS to remove any alterations, additions, or improvements at the Knowledge end of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned any real propertyterm of the Lease.

Real Property. The Seller does not own and has not owned any real property. Seller has a valid leasehold interest in certain real property, which it holds under the leases described in Schedule 10(o)(i) of the Disclosure Schedule identifies the address of each leased real property of the Company (the “Leased Real Property”). Seller has provided to Buyer a true , free and complete copy clear of all leases liens and subleases (including all amendmentsencumbrances, extensions, renewals, Guarantees and other Contracts with respect thereto) except for each such any statutory liens. The Leased Real Property constitutes all of the facilities used or occupied by Seller in connection with the business. Except as described on Schedule 10(o)(ii) of the Disclosure Schedule, Muzzah & Company, LLC (the “LeasesMuzzah”), an affiliate of the Shareholders, has good and marketable title to the Georgia Property, free and clear of all liens and encumbrances, except for any statutory liens, and Muzzah’s interest in the case of any oral Lease, Georgia Property is insured under a written summary of the material terms of such Leasetitle insurance policy. With respect to each of the Leases except as disclosed pursuant to the Disclosure ScheduleLeased Real Property: (i) Seller has all easements and rights necessary to conduct the Knowledge of Company, such Lease is legal, valid, binding, enforceable and Business in full force and effecta manner consistent with past practices; (ii) no portion thereof is subject to any pending or, to the transactions set forth in this Agreement do not require the consent of Seller’s knowledge, threatened condemnation proceeding or proceeding by any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closinggovernmental authority; (iii) the buildings, plants, improvements and structures, including, without limitation, heating, ventilation and air conditioning systems, roof, foundation and floors, are in good operating condition and repair, subject only to ordinary wear and tear, and are in compliance, in all material respects, with all zoning or other applicable federal, state or local laws or regulations; (iv) Seller has not received notice, and the Seller has no knowledge, of any leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of any parcel of Leased Real Property; (v) Seller has not received notice, and the Seller has no knowledge, of any outstanding options or rights of first refusal to purchase any parcel of Leased Real Property, or any portion or interest therein; (vi) Seller has not received notice, and the Seller has no knowledge, of any parties (other than Seller’s ) in possession and quiet enjoyment of any parcel of Leased Real Property, other than tenants under any leases of the Leased Real Property who are in possession of space to which they are entitled and Seller enjoys peaceful and undisturbed possession under such Lease has not been disturbed, and there are no disputes with respect to such Lease; (iv) the Company, and any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Leaseall leases for Leased Real Property; (vii) the Leased Real Property is supplied with utilities and other party to such Lease is not an Affiliate of, services reasonably necessary for the operation of the Business in a manner consistent with past practices; and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such each parcel of Leased Real Property abuts on and has direct vehicular access to a public road or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) access to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned any real propertya public road.

Real Property. The Disclosure Schedule identifies the address of each leased real property of the Company (the “Leased Real Property”). a) Seller has provided to Buyer a true Purchaser with, or access to, true, correct, accurate and complete copy copies of all leases leases, subleases, licenses and subleases other instruments and agreements (including together with all amendments, extensionsmodifications, renewalssupplements, Guarantees and other Contracts restatements thereto, if any) pertaining to the Real Estate Lease. Except as set forth in Section 5.10(a) of the Seller Disclosure Schedule, such Real Estate Lease has not been amended, modified, restated or otherwise supplemented and the Real Estate Lease represents the entire agreement between Seller and the landlord with respect thereto) for each such to the Leased Real Property (and leasehold estate under the “Leases”)Real Estate Lease. Neither Seller nor, and in to the case Knowledge of Seller, any oral other party to such Real Estate Lease, a written summary is in material default of its respective obligations under the Real Estate Lease. Except as set forth in Section 5.10(a) of the material terms of such Lease. With Seller Disclosure Schedule, with respect to each of the Leases except as disclosed pursuant to the Disclosure ScheduleReal Estate Lease: (i) except as results from the pendency of the Chapter 11 Case, the aSeller has a valid and subsisting leasehold estate pursuant to the Knowledge Real Estate Lease for the full term of Companythe Real Estate Lease, such and the Real Estate Lease is legal, valid, bindingbinding and enforceable against Seller and to Seller’s Knowledge, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Leaseparty thereto, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following (subject to the ClosingExceptions); (iiiii) Seller’s possession and quiet enjoyment except as results from the pendency of the Leased Real Property under such Lease has not been disturbedChapter 11 Case, and there are was no disputes with respect to such Lease; (iv) the Company, and any other party to the Lease, is not in current material breach or default under such Leaseby Seller (or condition or event, and no event has occurred or circumstance exists which, with the delivery of notice, the passage after notice or a lapse of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Leasedefault thereunder); (viii) except as results from the pendency of the Chapter 11 Case, Seller has not received written notice of any current material breach or default thereunder (or condition or event, which, after notice or a lapse of time or both, would constitute a breach or default thereunder); (iv) to Seller’s Knowledge, no security deposit or portion thereof deposited with respect to such Real Estate Lease has been applied in respect of a breach or default under such Real Estate Lease which has not been redeposited in full; (viv) except as set forth in Section 5.10(a) of the Company does not oweSeller Disclosure Schedule, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Real Estate Lease is not an Affiliate of, and otherwise does not have any economic interest in, the CompanySeller; (viiivi) except for Permitted Encumbrances or as set forth in Section 5.10(a) of the Company has not subleasedSeller Disclosure Schedule, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (x) there are no Liens monetary Encumbrances on the estate or interest created by such LeaseReal Estate Lease created or suffered to exist by Seller that will not be extinguished pursuant to the Sale Order as against such estate or interest; and (xivii) except as set forth in Section 5.10(a) of the Seller Disclosure Schedule neither Seller nor, to the Knowledge of CompanySeller, all buildings, structures, improvements, fixtures, building systems any other party to such Real Estate Lease has assigned the same or sublet any part of the premises covered thereby or exercised any option or right thereunder; and equipment, and all components thereof, included in (viii) no material penalties are accrued or unpaid under the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned any real propertyEstate Lease.

Real Property. (a) The Disclosure Company has no Owned Property. Schedule identifies 2.23 attached hereto sets forth the address of each leased real property of the Company (the “Leased Real Property”). Seller has provided to Buyer Property and a true and complete copy list of all leases leases, subleases and subleases other occupancy agreements (written and oral), including all amendments, extensions, renewals, Guarantees extensions and other Contracts with respect thereto) for each such modifications pursuant to which the Company holds Leased Real Property (the “Leases”). The Company has previously delivered to Buyer true, complete and correct copies of all the Leases and, in the case of any an oral Lease, a written summary of the material terms thereof. The Company has a good and valid leasehold interest in and to all of such Leasethe Leased Property, subject to no Liens except for Permitted Liens. With Except as set forth in Schedule 2.23, with respect to each of the Leases except as disclosed pursuant to the Disclosure ScheduleLeases: (i) to the Knowledge of Company, such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable binding and in full force and effect on identical terms following and is enforceable in accordance with its terms; (ii) there exists no default or condition which, with the Closinggiving of notice, the passage of time or both, could become a default under any Lease; (iii) Sellerno consent, waiver, approval or authorization is required from the landlord under any Lease as a result of the execution of this Agreement or the consummation of the transactions contemplated hereby; (iv) the Company’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Knowledge of the Company, there are no disputes with respect to such Lease; (iv) the Company, and any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does not owe, or shall nor will it owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company 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 has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned any real property.

Real Property. The Disclosure Schedule identifies Neither the address of each leased Company nor any Subsidiary owns any real property or, except for Leased Real Property, any interest in real property. Section 3.16 of the Company (Disclosure Schedule sets forth the “addresses of each Leased Real Property”). Seller has provided to Buyer , and a true and complete copy list of all leases and subleases Leases (including all amendments, extensions, renewals, Guarantees guaranties and other Contracts agreements with respect thereto) for each such Leased Real Property (including the “Leases”date and name of the parties to such Lease document), . The Company has delivered to Purchaser a true and complete copy of each such Lease document. Except as set forth in the case of any oral LeaseCompany Disclosure Schedule and except as would not reasonably be expected to result in a Material Adverse Effect, a written summary of the material terms of such Lease. With with respect to each of the Leases except as disclosed pursuant to the Disclosure ScheduleLease: (i) to the Knowledge of Company, such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) none of the transactions set forth in execution and delivery of this Agreement do not by the Company, the consummation by the Company of the Transactions, or the compliance by the Company with any of the terms and provisions hereof, will require the consent of any other Person party to such Lease, or such consent has been obtained, shall not will result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Sellerthe Company’s or any Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s Knowledge, there are no disputes with respect to such Lease; (iv) neither the Company, and Company nor any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or defaultSubsidiary owes, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the Company does not owe, or shall will owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (viiv) the other party to such Lease is not an Affiliate affiliate of, and otherwise does not have any economic interest in, in the CompanyCompany or any Subsidiary; (viiivi) the Company or any Subsidiary has not subleased, licensed or otherwise granted any Person person the right to use or occupy such Leased Real Property or any portion thereof; (ixvii) the Company or any Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; and (xviii) there are no Liens or encumbrances on the estate or interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned any real property.

Real Property. The Disclosure Schedule identifies the address of each leased Buyer does not own any real property. The SEC Documents list all real property that is leased or subleased to the Buyer, and contain copies of the Company (the “Leased Real Property”). Seller has provided to Buyer a true and complete copy of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) lease agreements for each such Leased Real Property (the “Leases”), and in the case of any oral Lease, a written summary of the material terms of such Leasereal property. With respect to each parcel of the Leases except as disclosed pursuant to the Disclosure Scheduleleased real property: (i) to the Knowledge of Company, such Lease lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in contemplated by this Agreement do not require the consent of any other Person party to such Leaselease or the assignment thereof, or such consent has been obtained, shall will not result in a breach of or default under such Leaselease, or and will not otherwise cause such Lease lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical substantially the terms following the ClosingClosing Date; (iii) Seller(iii) neither the Buyer, nor, to the Buyer’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbedKnowledge, and there are no disputes with respect to such Lease; (iv) the Company, and any other party to the Lease, lease is not in breach or default under such Leaselease, 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 Leaselease; (viv) to the Buyer’s Knowledge of the Buyer, such lease is not subject to any prime, ground or master lease, mortgage, deed of trust or other Encumbrance or interest which would entitle the interest holder to interfere with or disturb the Buyer’s rights under the lease while the Buyer is not in default under the lease; (vi) no security deposit or portion thereof deposited with respect to such Lease lease has been applied in respect of a breach or default under such Lease lease which has not been redeposited re-deposited in full; (vivii) the Company Buyer does not owe, or shall and will not owe in the future, any brokerage commissions or finder’s fees with respect to such Leaselease; (viiviii) the other party to such Lease lease is not an Affiliate of, and otherwise does not have any economic interest in, the CompanyBuyer; and (viiiix) the Company Buyer has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property real property or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned any real property.