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 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. (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 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 (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 Neither the Company nor any Subsidiary owns any real property, nor has the Company or any Subsidiary ever owned any real property. Section 2.11 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 occupied by the Company or any Subsidiary (collectively, the “Leased Real Property”). Seller has provided to Buyer Section 2.11 of the Disclosure Schedule sets forth a true and complete copy list of all leases leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including the name of the lessor, licensor, sub-lessor, master lessor and/or lessee, the amount of any deposit or other security or guarantee granted in connection with any such lease, license, sublease or other occupancy right, and subleases (including all amendments, extensionsterminations and modifications thereof (collectively, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (the “LeasesLease Agreements”), . The Company 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 Subsidiaries currently occupy all of the Leased Real Property under such Lease has not been disturbed, and there 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. The Company and each Subsidiary has performed all of its obligations under any termination agreements pursuant to which it has terminated any leases, subleases, licenses or any interest therein; (x) there other occupancy agreements for real property that are no Liens on the estate or interest created by longer in effect and has no continuing liability with respect to such Lease; and (xi) to terminated agreements. To the Knowledge of the Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are is in good operating condition and repair (reasonable wear repair, free from any material structural, physical and tear excepted)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 Company’s business as currently conducted. The Neither the operation of the Company does or any Subsidiary on the Leased Real Property nor, to the Company’s Knowledge, such Leased Real Property, including the improvements thereon, violate in any material respect any applicable building code, zoning requirement or statute relating to such Leased Real Property or operations thereon, and 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 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 4.08(a) of the Seller Disclosure Schedule identifies Letter contains a true, correct and complete list, as of the address date hereof, (including the date and name of each leased 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 (“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 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. (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. (i) The Disclosure Schedule identifies the address of each leased real property of the Company or a Subsidiary thereof has good, marketable and insurable fee simple title or leasehold 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 theretoas applicable) 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 Properties, in each case, free and clear of all Liens, except such as disclosed pursuant do not, individually or in the aggregate, materially affect the value of such Property and do not materially interfere with the use made and proposed to be made of such Property by the Company or its Subsidiaries; (ii) neither the Company nor any of its Subsidiaries owns any real property other than the Properties; (iii) each of the Properties is supplied with utilities and other services sufficient for their continued operation as they are now being operated, and are, to the Disclosure Schedule: Knowledge of the Company, in working order sufficient for their normal operation in the manner currently being operated and without any material structural defects other than as may be disclosed in any physical condition reports that have been made available to the Purchaser prior to the date hereof; (iiv) to the Knowledge of the Company, such Lease each of the Properties has sufficient access to and from publicly dedicated streets for its current use and operation, without any constraints that materially interfere with the normal use, occupancy and operation thereof; (v) each of the ground leases and subleases of real property, if any, material to the business of the Company and its Subsidiaries, and under which the Company and its Subsidiaries hold properties described in the SEC Documents, is legal, valid, binding, enforceable and in full force and effect, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property by the Company and its Subsidiaries, and neither the Company nor any of its Subsidiaries has any notice of any material claim of any sort that has been asserted by any ground lessor or sublessor under a ground lease or sublease threatening the rights of the Company or its Subsidiaries to the continued possession of the leased or subleased premises under any such ground lease or sublease; (iivi) all Liens on any of the transactions set forth in this Agreement do not require Properties and the consent assets of any other Person to such Lease, the Company 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 its Subsidiaries that are required to be legal, valid, binding, enforceable and disclosed in full force and effect on identical terms following the ClosingSEC Documents are disclosed therein; (iiivii) 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 unexpired option to such Leasepurchase agreements, rights of first refusal or first offer or any other rights to purchase or otherwise acquire any Property or any portion thereof that would materially affect the Company’s, or any Subsidiary’s, ownership, ground lease or right to use a Property subject to a lease; (ivviii) each of the CompanyProperties complies with all applicable codes, laws and any other party regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the LeaseProperties), is not except for such failures to comply that would not, individually or in breach or default under such Leasethe aggregate, reasonably be expected to have a Company Material Adverse Effect; 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; (viix) the Company does not owehave Knowledge of any pending or threatened condemnation proceedings, zoning change or shall owe in other proceeding or action that would materially affect 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 value of any portion thereof; (ix) 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 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. The Disclosure Schedule identifies Except as has 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 defensible title to all real property owned by Parent or any of the Company its Subsidiaries (collectively, the “Parent Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by Parent or any Subsidiary of Parent (collectively, including the improvements, fixtures and structures located thereon, the “Parent Leased Real Property” and, together with the Parent Owned Real Property, the “Parent Real Property”). Seller has provided to Buyer a true , free and complete copy clear of all leases Encumbrances, except Permitted Encumbrances, (b) Parent and subleases its Subsidiaries have defensible title to all Mining Rights included in the Parent Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, (including all amendmentsc) each agreement under which Parent or any Subsidiary of Parent is the landlord, extensionssublandlord, renewalslicensor, Guarantees and other Contracts tenant, subtenant, 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 knowledge of Company, such Lease Parent 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 the Closing; (iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbedparties 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 to the Leasethereto, is not in has received notice of any violation, breach or default under such any Parent Real Property Lease, and no event (d) there does not exist any pending or, to the knowledge of Parent, Threatened, condemnation or eminent domain Proceedings that affect any Parent Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. Parent has occurred not granted any third party any license, possessory or circumstance exists whichoccupancy right or other similar right in any Parent Real Property other than Permitted Encumbrances, with except as has not had and would not reasonably be expected to have, individually or in the delivery of noticeaggregate, a Parent Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, 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 Parent Real Property or any portion thereof; (ix) constitutes all 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 Companyreal estate, all land, buildings, structures, improvements, fixtures, building systems structures and equipment, fixtures located thereon and all components thereofeasements, included rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in and necessary for the applicable Leased Real Property are operation in good condition all material respects of the respective businesses of Parent and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has it ever owned any real propertyits Subsidiaries as currently conducted.

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 (a) Other than the address of each leased Bedford Facility and the real property that is the subject of the Company Excluded Leases, the Seller does not own or lease any real property that is primarily used in connection with the Access Business. The Seller and CAMI Industrial LLC have entered into a lease with respect to the Bedford Facility pursuant to which the Seller will lease the Bedford Facility effective upon the closing of the transaction contemplated by the Bedford Sale Agreement (the “Leased Real Property”"CAMI Transaction"). Seller has provided to Buyer a A true and complete correct copy of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property lease is attached hereto as Exhibit L (the “Leases”"Bedford Lease"). Other than the Jabil Rationalization Agreement, the Bedford Sale Agreement and the Bedford Lease (it being understood that the effectiveness of the Bedford Lease is conditional on the closing of the CAMI Transaction), 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 there are no other agreements or arrangements whatsoever relating to the Disclosure Schedule: Seller's right to occupy the Bedford Facility. Except as set forth in Schedule 4.9(a), (i) to the Knowledge Seller is not in default under the Jabil Rationalization Agreement (nor does there exist any condition which, upon the passage of Companytime or the giving of notice or both, would cause such Lease is legal, valid, binding, enforceable a default) and in full force and effect; (ii) to the transactions set forth Seller's knowledge, no other party 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 breach of or default under such Leasethe Jabil Rationalization Agreement (nor does there exist any condition which, upon the passage of time or otherwise the giving of notice or both, would cause such a default). Upon the closing of the CAMI Transaction, the Bedford Lease to cease to shall be legal, valid, binding, enforceable binding and in full force and effect on identical terms following against the Closing; (iii) Seller’s possession and quiet enjoyment , and, to the Seller's knowledge, against the other party thereto in accordance with its terms. Further, assuming the closing of the Leased Real Property under such CAMI Transaction, the Seller warrants that it will not have breached the provisions of the Bedford 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 or be in breach or default under such Lease, and no event has occurred or circumstance exists the Bedford Lease (nor will there exist any condition which, with the delivery of notice, upon the passage of time or the giving of notice or both, would constitute cause such a breach or default). To the Seller's knowledge, there is no pending or threatened proceeding or action by any Governmental Authority to condemn or take by the power of eminent domain (or to purchase in lieu thereof) all or any part of the Bedford Facility. Except as set forth in Schedule 4.9(a), (i) the Bedford Facility is supplied with utilities and other services sufficient to operate the Access Business as presently conducted and (ii) the operation of the Access Business by the Seller at the Bedford Facility has not since January 1, 2003 violated and does not violate in any material manner any applicable building code, zoning requirement, or permit zoning, building use or occupancy classification or statute relating to the terminationBedford Facility. If, modification or acceleration at the time 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 oweClosing, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Bedford Lease is not an Affiliate ofin effect, and otherwise does the Seller warrants that it will not have transferred, mortgaged or assigned 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 Bedford 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 propertyBedford Facility is suitable for the conduct of the Access Business as conducted as of September 30, nor has it ever owned any real property2003 and as currently conducted.

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. 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 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. 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 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 (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 the Original 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 (“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 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 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 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 (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 (a) Except for (i) Permitted Liens, (ii) as set forth on Schedule identifies the address 2.15, and (iii) Liens to be discharged at or prior to Closing, CST and CCI have good, valid and marketable title to all of each their real property (other than properties which are leased), free and clear of all Liens, mortgages, restrictions and other encumbrances and defects of title of any nature whatsoever. All owned or leased real property of the Company Business (the “Leased Real Property”)"Properties") is described on Schedule 2.15. Seller has provided to Buyer a A true and complete copy of all leases each lease to which either of the Companies is a party has been delivered by the Companies to Buyer, and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (the “Leases”)lease is listed on Schedule 2.15, 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 and affords such company peaceful and undisturbed possession and quiet enjoyment of the Leased Real Property subject matter of such lease. Each of the Companies has performed all material obligations required to be performed by it under each of the leases to which it is a party, no amount due under any such Lease has not been disturbedleases remains unpaid, and there are no disputes with respect material contingency, claim, dispute or other disagreement exists between the parties to any such Lease; (iv) lease. No default or event of default on the Companypart of either of the Companies or, to the knowledge of CSC and the Companies, on the part of the lessor, exists under any such lease, and neither of the Companies has received any other party to the Lease, is not in breach or notice of default under any such Leaselease or any indication that the owner of the leased property intends to terminate such lease, and no event has occurred which with notice or circumstance exists whichthe lapse of time, with the delivery of notice, the passage of time or both, would constitute a default under any such a lease. Except as specifically disclosed on Schedule 2.15, the Companies hold all easements, rights-of-way and other rights necessary to own, operate and maintain the physical plant of the Companies (including all telephone lines) and neither of the Companies is in breach or defaultof, 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 futureunder, any brokerage commissions such easement, right-of-way or finder’s fees with respect other right and there are not any materially burdensome limitations or obligations under any such easement, right-of-way or other right. A true copy of all easements, rights of way and all other rights necessary to such Lease; own, operate and maintain the physical plans of the Companies (viiincluding all telephone lines) (collectively the other party "Easements") and all deeds for real property owned have been delivered by the Companies to such Lease is not an Affiliate ofBuyer, and otherwise does not have any economic interest in, the Company; (viiieach such deed and Easement is listed on Schedule 1.1(f) 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 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 Gxxxx 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 Gxxxx 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 Gxxxx 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 Gxxxx 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 Gxxxx 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 Gxxxx Xxxxxxxx Company; (viiiix) the no Gxxxx 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 Gxxxx 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 Gxxxx Xxxxxxxx Company owns fee title to any real property, nor has it ever owned any real propertyland.

Real Property. The (a) No Group Company owns or has owned any real property. ‎Section 3.10(a)(i) of the Seller Disclosure Schedule identifies the address sets forth a true and complete list of each leased (i) all real property of the leased, subleased or licensed by any Group Company (the “Leased Real Property”) including the street address or offshore location of such Real Property, (ii) all Leases related to the Real Property or to which a Group Company is a party, including the Offshore Leases and (iii) the material easements, rights-of-way and other similar rights in favor of any Group Company that relate to the Real Property, except for any easements which would not reasonably be expected to, individually or in the aggregate, be material to the operations of the Group Companies or the Projects (collectively, the “Easements”). Seller has provided Each material Lease was appropriately authorized and duly executed by, the applicable Group Company, and such Group Companies have good and valid leasehold interests (or similar rights) to Buyer a true the leasehold estates in the Real Property, free and clear of all Encumbrances other than Permitted Encumbrances. True, correct and complete copy copies of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) each material Lease for each such Leased Real Property (and each Easement have been delivered to or made available to the “Leases”), and in the case of any oral Lease, a written summary Buyer. Except as set forth on ‎Section 3.10(a)(ii) 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 ScheduleLease and Easement: (iA) to the Knowledge of Company, such each Lease and Easement 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 Enforceable against the Closingapplicable Group Company and, to the Seller’s Knowledge, each other party to such Lease in accordance with its terms; (iiiB) no Group Company, nor to the 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 Lease, Lease or Easement is not in breach or default under such Lease, Lease or Easement where failure to cure would have an adverse effect on the Group Companies in any material respect and no event has occurred or circumstance exists circumstances exist which, with the passage of time, delivery of notice, the passage of time notice or both, would reasonably be expected to constitute such a breach or defaultdefault of such Lease or Easement where failure to cure would have a Material Adverse Effect; (C) there are no material disputes with respect to any Real Property, Easement or permit the terminationLease, modification and no written notice of (1) any pending eminent domain, condemnation, forfeiture or similar proceeding or (2) termination or acceleration of rent under such Lease; (v) no security deposit the term of any Lease or portion thereof deposited with respect to such Lease Easement, 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, received by any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate ofGroup Company, and otherwise does not have any economic interest into the Knowledge of the Seller, no portion 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 Easement is subject to any pending or granted threatened eminent domain, condemnation, forfeiture or similar proceeding by any other security interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such LeaseGovernmental Authority; and (xiD) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems applicable Real Property facility is open and equipment, and all components thereof, included operating 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 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. 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.

Real Property. The Disclosure Real Property listed on Schedule identifies the address of each leased 2.1.7 constitutes all real property primarily used in the Business and owned in fee by Seller or any of the Company its Affiliates (the “"Owned Real Property") or leased by Seller (the "Leased Real Property”"). Seller has provided title to Buyer a true the Owned Real Property and complete copy of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such title to the leasehold interests in the Leased Real Property (subject to the “Leases”terms of the applicable leases, licenses, subleases and related instruments governing the Seller's interests therein, as listed on Schedule 2.1.7), to the Knowledge of Seller, free and clear of all Liens other than (a) Liens listed or described on Schedule 2.1.7, (b) Liens referred to in the title policies listed on Schedule 2.1.7, (c) other Permitted Liens, (d) Liens that arise under zoning, land use and other similar laws, and (e) easements, covenants, rights-of-way and other encumbrances or restrictions, whether recorded or referred to in an applicable lease or unrecorded, which, in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each preceding clauses (a) through (e), do not materially impair the continued use of the Leases except property subject thereto in the Business as disclosed pursuant presently conducted. The leases, licenses and subleases related to the Disclosure Schedule: (i) to the Knowledge of CompanyLeased Real Property are valid and subsisting leases, 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, licenses 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 subleases which are 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 disturbedneither Seller nor, 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 CompanySeller, all buildingsany other party thereto, structures, improvements, fixtures, building systems and equipmentis in material default thereunder. The Real Property, and all components thereof, included Seller's use of it in the Business, comply with all applicable Leased Laws, except where the failure to so comply, individually or together with all other such failures to so comply, would not have a Material Adverse Effect; and no condemnation proceedings are pending, or to the Knowledge of the Seller, threatened, with respect to any of the 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 propertysuch property been condemned. Seller has, and the Purchaser immediately after the Closing will have, access to public roads or valid easements over private streets or private property for such ingress to and egress from each of the Real Property as is necessary for the conduct of the Business as conducted as of the date hereof.

Real Property. The Company does not own and has not owned any real property. The Company has a valid leasehold interest in certain real property, which it holds under the lease described in Schedule 7(m) 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 amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) encumbrances except for each such any statutory liens. The Leased Real Property (the “Leases”), and in the case of any oral Lease, a written summary constitutes all of the material terms of such Leasefacilities used or occupied by the Company in connection with the business. With respect to each of the Leases except as disclosed pursuant to the Disclosure ScheduleLeased Real Property: (i) the Company 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 knowledge of the consent of Sellers, 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) Seller’s possession the buildings, plants, improvements and quiet enjoyment of the Leased Real Property under such Lease has not been disturbedstructures, 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 there are no disputes not in compliance, in all material respects, with respect to such Leaseall zoning or other applicable federal, state or local laws or regulations; (iv) the CompanyCompany has not received notice, and the Sellers have no knowledge, of any leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party to or parties the Lease, is not in breach right of use or default under such Lease, and no event has occurred or circumstance exists which, with the delivery occupancy of notice, the passage any portion of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration any parcel of rent under such LeaseLeased Real Property; (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 the Company has not been redeposited in fullreceived notice, and the Sellers have 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) the Company does has not owereceived notice, or shall owe and the Sellers have no knowledge, of any parties (other than the Company) in possession of any parcel of Leased Real Property, other than tenants under any leases of the future, any brokerage commissions or finder’s fees with respect Leased Real Property who are in possession of space to such Leasewhich they are entitled and the Company enjoy peaceful and undisturbed possession under all 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 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) access to a public road via a permanent, appurtenant easement which benefits 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 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 any real propertyProperty.

Real Property. The Disclosure Schedule identifies (a) Seller does not own and has never owned any real property. Suite 108 in the address of each leased real property of building located at 6000 Xxxx Xxxxx, Xxxxxxxx Xxxxxxx, Ohio (the Company “Mayfield Village Property”) and Suite 300 in the building located at 6000 Xxxxxxxx Xxxx., Xxxxxxxx Xxxxxxx, Ohio (the “Leased Real Property”)) are the only real properties that have ever been leased by Seller. The Lease is the complete agreement concerning Seller’s lease of the Leased Real Property. Seller has provided delivered to Buyer a true and complete copy of all leases and subleases (including all amendmentsthe Lease. Except as disclosed on Schedule 3.8(a), 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; (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 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 the Lease has not been disturbed, disturbed and there are no disputes with respect to such Lease; (iv) the Company, and none of Seller or any other party to the Lease, Lease 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 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 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 (ixvi) the Company Seller has not collaterally assigned or granted any other security interest Lien in such Lease or any interest therein; (x) . The lease of the Mxxxxxxx Village Property has terminated in accordance with its terms without any breach or default by Seller and there are no Liens on the estate or interest created by disputes with respect to 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 propertylease.

Real Property. The Neither the Company nor any of its Subsidiaries owns any real property. Section 4(l) of the Disclosure Schedule identifies the address includes a list and brief description of each leased all real property leased or subleased to or by any of the Company (the “Leased Real Property”)and its Subsidiaries. The Seller has provided to Buyer a true made available for review by the Purchaser correct and complete copy copies of all the leases and subleases listed in Section 4(l) of the Disclosure Schedule (including all amendments, extensions, renewals, Guarantees and other Contracts with respect theretoas amended to date) for each such Leased Real Property (the “Leases”"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 Leases, except as disclosed pursuant to set forth in Section 4(l) of the Disclosure Schedule: , (i) to the Knowledge of Company, such Lease lease or sublease is the legal, validvalid and binding obligation of the parties, binding, and is enforceable and in full force and effect; (ii) , neither the transactions set forth in this Agreement do Company nor the Seller has received any notice that any such lease or sublease will 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 continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closingconsummation of the transactions contemplated hereby; (iiiii) Seller’s possession and quiet enjoyment neither the Company or any of its Subsidiaries nor, to the knowledge of the Leased Real Property under such Lease has not been disturbed, Seller 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 Leasethereunder, and to the knowledge of the Seller and the Company, 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, default thereunder or permit the termination, modification or acceleration thereunder; (iii) neither the Company or any of rent under such Leaseits Subsidiaries nor, to the knowledge of the Seller and the Company, any other party to the lease or sublease has repudiated any provision thereof; (iv) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied each sublease, the representations and warranties set forth in clauses (i) through (iv) above, to the knowledge of Seller and the Company, are true and correct with respect of a breach or default under such Lease which has not been redeposited in fullto the underlying lease; and (vi) to the knowledge of Seller and the Company does not owe, or shall owe in the future, without 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 inindependent investigation, the Company; (viii) owner of the Company facility leased or subleased 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; 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 propertySecurity Interest, 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.

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 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 Neither the Company nor any of its Subsidiaries owns any real property. Schedule 3(y) contains a complete and correct list of all the real property, facilities and fixtures that (i) are leased or, in the case of 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 foregoing acquired after the date of this Agreement, the \"Real Property\"), which list identifies all of the address of each leased real property Real Property and specifies which of the Company (and its Subsidiaries leases, owns or possesses each item of the “Leased 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 “Leases”\"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; the transactions contemplated hereby. z. Tangible Assets. The Company and its Subsidiaries have good and marketable title to all of the tangible assets that are material to their businesses (v) no security deposit or portion thereof deposited with respect to such Lease has been applied the \"Assets\"), in respect each case free and clear of a breach or default under such Lease which has not been redeposited in full; (vi) any Lien, other than Permitted Liens. The Assets include all tangible assets necessary for 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, conduct of the Company; (viii) the Company has not subleased, licensed or otherwise granted any Person the right 's and its Subsidiaries businesses as presently proposed 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 be conducted. The Assets that are no Liens on the estate or interest created by such Lease; and (xi) to the Knowledge of Company, all buildings, structures, improvementsfacilities, fixtures, building systems and equipment, and all components thereofother personal property have been maintained in accordance with normal industry practice, included in the applicable Leased Real Property and are in good operating condition and repair (reasonable subject to normal wear and tear exceptedtear), and are suitable for the purposes for which they are now used and proposed to be used. The Company does not own There are no existing agreements, options, commitments or rights with, of or to any real propertyPerson to acquire any such Assets, nor has it ever owned or any real propertyinterests therein. aa.

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 Neither Agency owns any real property. Section 4.12 of the Disclosure Schedule identifies lists and describes briefly the address of each leased Lease and all other real property leased or subleased to, or otherwise used by each of the Company (Agencies. The Agencies have delivered to the “Leased Real Property”). Seller has provided to Buyer a true Acquiror correct and complete copy copies of the Lease and all other leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect theretoas amended to date) for each such Leased Real Property (the “Leases”), and required to be listed in the case of any oral Lease, a written summary Section 4.12 of the material terms of such LeaseDisclosure Schedule. With respect to the Lease and each of the Leases such other lease and sublease, except as disclosed pursuant described to the contrary in Section 4.12 of the Disclosure Schedule: (i) to the Knowledge of Company, such Lease lease or sublease 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, 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 sublease will continue to be legal, valid, binding, 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 Leasethereof, 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, default thereof or permit the termination, modification or acceleration of rent under such Leasethereunder; (iv) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease, and no party to the lease or sublease has repudiated any provision thereof; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied each sublease, the representations and warranties set forth in subsections (i) through (iv) above are true and correct with respect of a breach or default under such Lease which has not been redeposited in fullto the underlying lease; (vi) the Company does not oweneither Agency has assigned, transferred, conveyed, mortgaged, deeded in trust or shall owe encumbered any interest in the future, any brokerage commissions leasehold or finder’s fees with respect to such Leasesubleasehold; (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 Agencies and the Shareholders, all buildingsfacilities leased or subleased thereunder have received all approvals of all applicable Governments (including Permits) required in connection with the operation thereof, structuresand have been operated and maintained in accordance with applicable Laws; (viii) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; (ix) to the Knowledge of the Agencies and the Shareholders, no Hazardous Material has been present in, on or under such real property at any time prior to the Closing Date, including any land and the improvements, fixtures, building systems ground water and equipment, and all components surface water thereof, included except in accordance with applicable Laws; and (x) to the applicable Leased Real Property Knowledge of the Agencies and the Shareholders, there are in good condition and repair (reasonable wear have been no storage tanks located on or under such property. With respect to each such property used by but not leased to or subleased to, the Agencies, Section 4.12 of the Disclosure Schedule states the nature and tear excepted). The Company does not own any real property, nor has it ever owned any real propertyterms of the relationship pursuant to which such property is used.

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. The (a) Neither the Company nor any Company Subsidiary owns any real property. Section 3.12(a) of the Disclosure Schedule identifies contains a list by street address or location of all leases and subleases under which the address of each leased Company or any Company Subsidiary is lessee or lessor, together with all amendments, modifications, supplements, waivers and side letters related thereto (collectively, the “Real Property Leases” and the real property of the Company (to which such Real Property Leases relate, the “Leased Real Property”). Seller Either the Company or a Company Subsidiary has provided to Buyer a true good, marketable and complete copy of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for valid leasehold interest in each such Leased Real Property (the “Leases”)Property, and in the case of any oral Lease, a written summary of the material terms of such Leasesubject only to Permitted Liens. With respect to each of the Leases Real Property Lease, except as disclosed pursuant to set forth in Section 3.12(a) of the Disclosure Schedule: (i) to the Knowledge of Company, such each Real Property 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) neither the Company, and any Company Subsidiary, nor, to the Knowledge of the Company, any other party to the Lease, any Real Property Lease is not in breach or default under such Leasethereunder and, and 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 any Real Property Lease; (iii) no party to any Real Property Lease has repudiated any provision thereof; (iv) there are no disputes, oral agreements or forbearance programs in effect as to each Real Property Lease; (v) no security deposit or portion thereof deposited with respect none of the Real Property Leases have been modified in any respect, except to the extent that such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in fullmodifications are disclosed by the documents delivered to Buyer; (vi) neither the Company does not owenor any Company Subsidiary has assigned, 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; (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 (xivii) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased each Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own any real property, nor has Lease covers the entire estate it ever owned any real propertypurports to cover.

Real Property. The (a) Neither the Company nor any Company Subsidiary owns any real property. Section 5.19(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 do not constitute 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, as a result of notice previously given or with the delivery of notice, the passage of time 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) other than as provided for in Section 5.19(a) of the Company Disclosure Schedule, 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) other than as provided for in Section 5.19(a) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has not collaterally assigned or granted or permitted any other security interest in such Lease or any interest therein; , and (xvii) there are no the Company has not granted or permitted any 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 Company has received no written or oral notice of any such Liens (other than Permitted Encumbrances) on the estate or interest created by such Lease. The Leased Real Property are comprises all of the real property used in good condition 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 (a) Company does not own any real property. Schedule identifies the 4.14(a) contains a list, by street address or location, of each leased all real property of subject to any lease or sublease to which Company is a party, and under which Company is a lessee (collectively, the Company (“Real Property Leases” and the real property to which such Real Property Leases relate, the “Leased Real Property”). Seller Company is in lawful possession of its applicable Leased Real Property and Company has provided made available to Buyer a true Purchaser true, correct and complete copy copies of all leases and subleases (Contracts, or other leases, lease guarantees, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property to which the Company is a party, including all amendments, extensions, renewals, Guarantees terminations and other Contracts with respect thereto) for each such Leased modifications thereof. The 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 are in full force and effect, are valid, binding and enforceable and effective in accordance with their terms; (ii) neither the transactions set forth in this Agreement do not require Company nor, to the consent Knowledge 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, Real Property Leases is not in breach or default under such Leasedefault, 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 Leasethe Real Property Leases; (viii) 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 the Real Property Leases have not been redeposited in fullmodified, except to the extent that such modifications are disclosed by the documents delivered to Purchaser; (viiv) the Company does not owe, or shall owe in is exclusively entitled to all rights and benefits as lessee under 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, Real Property Leases and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleasedassigned, licensed transferred, conveyed, mortgaged, deeded in trust or otherwise granted encumbered any Person interest in 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 LeaseLeases; and (xiv) the terms and conditions of the Real Property Leases will not be affected by, nor will the Real Property Leases be in default as a result of, the completion of the Transactions, subject to receipt of the consents set forth on Schedule 4.14(a). To the Knowledge of the Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, there is not now pending nor contemplated any reassessment of any parcel included in the applicable Leased Real Property are Leases that could result in good condition a change in the rent or assessment, additional rent, assessment or other sums and repair (reasonable wear and tear excepted). The charges payable by the Company does not own under any real property, nor has it ever owned any real propertyagreement relating to the Real Property Leases.

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 (a) Other than the address of each leased Bedford Facility and the real property that is the subject of the Company Excluded Leases, the Seller does not own or lease any real property that is primarily used in connection with the Access Business. The Seller and CAMI Industrial LLC have entered into a lease with respect to the Bedford Facility pursuant to which the Seller will Table of Contents lease the Bedford Facility effective upon the closing of the transaction contemplated by the Bedford Sale Agreement (the “Leased Real PropertyCAMI Transaction”). Seller has provided to Buyer a A true and complete correct copy of all leases and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property lease is attached hereto as Exhibit L (the “LeasesBedford Lease”). Other than the Jabil Rationalization Agreement, the Bedford Sale Agreement and in the case of any oral Lease, a written summary Bedford Lease (it being understood that the effectiveness of the material terms of such Lease. With respect to each Bedford Lease is conditional on the closing of the Leases except as disclosed pursuant CAMI Transaction), there are no other agreements or arrangements whatsoever relating to the Disclosure Schedule: Seller’s right to occupy the Bedford Facility. Except as set forth in Schedule 4.9(a), (i) to the Knowledge Seller is not in default under the Jabil Rationalization Agreement (nor does there exist any condition which, upon the passage of Companytime or the giving of notice or both, would cause such Lease is legal, valid, binding, enforceable a default) and in full force and effect; (ii) to the transactions set forth Seller’s knowledge, no other party 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 breach of or default under such Leasethe Jabil Rationalization Agreement (nor does there exist any condition which, upon the passage of time or otherwise the giving of notice or both, would cause such a default). Upon the closing of the CAMI Transaction, the Bedford Lease to cease to shall be legal, valid, binding, enforceable binding and in full force and effect on identical terms following against the Closing; (iii) Seller, and, to the Seller’s possession and quiet enjoyment knowledge, against the other party thereto in accordance with its terms. Further, assuming the closing of the Leased Real Property under such CAMI Transaction, the Seller warrants that it will not have breached the provisions of the Bedford 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 or be in breach or default under such Lease, and no event has occurred or circumstance exists the Bedford Lease (nor will there exist any condition which, with the delivery of notice, upon the passage of time or the giving of notice or both, would constitute cause such a breach or default). To the Seller’s knowledge, there is no pending or threatened proceeding or action by any Governmental Authority to condemn or take by the power of eminent domain (or to purchase in lieu thereof) all or any part of the Bedford Facility. Except as set forth in Schedule 4.9(a), (i) the Bedford Facility is supplied with utilities and other services sufficient to operate the Access Business as presently conducted and (ii) the operation of the Access Business by the Seller at the Bedford Facility has not since January 1, 2003 violated and does not violate in any material manner any applicable building code, zoning requirement, or permit zoning, building use or occupancy classification or statute relating to the terminationBedford Facility. If, modification or acceleration at the time 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 oweClosing, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Bedford Lease is not an Affiliate ofin effect, and otherwise does the Seller warrants that it will not have transferred, mortgaged or assigned 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 Bedford 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 propertyBedford Facility is suitable for the conduct of the Access Business as conducted as of September 30, nor has it ever owned any real property2003 and as currently conducted.

Real Property. The Disclosure Schedule identifies Neither the address of Company nor its Subsidiary owns any real property. (i) Either the Company or its Subsidiary has a good and valid leasehold interest in each leased lease, sublease and other agreement under which the Company uses or occupies, or has a right to use or occupy, any real property of the Company (such leases, subleases and other agreements, collectively, the “Company Real Property Leases”, and such real property, collectively, the “Company 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) neither the transactions Company nor its Subsidiary is a party to any lease, sublease or other similar agreement for the use or occupancy of any real property except as set forth in this Agreement do not require Section 6.1(m) of the consent Company Disclosure Letter, (iii) each Company Real Property Lease is a valid and binding obligation of the Company or its Subsidiary, free and clear of any and all Liens other Person to such Leasethan Permitted Liens, 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 is in full force and effect on identical terms following and is enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws affecting the Closing; rights of creditors generally and general equitable principles (iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbedwhether considered in a proceeding in equity or at law), and there are no disputes with respect to such Lease; (iv) no uncured default on the part of the Company or its Subsidiary or, to the Knowledge of the Company, and the landlord thereunder exists under any other party to the Company Real Property Lease, is not in breach or default under such Lease, and (v) no event has occurred or circumstance exists which, with the delivery giving of notice, the passage of time 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 any such Lease which Company Real Property Lease, (vi) there has not been redeposited in full; (vi) any sublease, assignment, sublicense or similar agreement entered into by the Company does not owe, or shall owe in the future, respect of any brokerage commissions or finder’s fees with respect to such Lease; (vii) the Company Real Property Lease granting any 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 occupy or use or occupy such any Company Leased Real Property, and no Person is in possession of any Company Leased Real Property or any portion thereof; (ix) other than the Company has not collaterally assigned or granted its Subsidiary, and (vii) neither the Company nor any other security interest in such Lease or party to 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 Real Property are in good condition and repair (reasonable wear and tear excepted)Lease has delivered any notice of termination of such Company Real Property Lease to any other party thereunder. The Company does not own any real propertyhas made available to Parent complete and correct copies of all Company Real Property Leases, nor has it ever owned any real propertyeach as amended to the date of this Agreement.

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 the address of each leased real property of the Company (the “Leased Real Property”). a) (i) Seller has provided made available to Buyer Purchaser a true and complete copy of all leases and subleases (the Princeton Lease, including all amendments, extensions, renewals, Guarantees and other Contracts with respect amendments thereto; (ii) 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 Princeton 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 Erytech Inc. is the tenant of the Leased Real Property under such Princeton 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 the property subject to the Princeton Lease or any portion thereof; (ix) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (xiv) there are no Liens on disputes involving Seller or Erytech Inc. or, to the estate or interest created by such Knowledge of Seller, any other Person with respect to the Princeton Lease; (v) no security deposit or portion thereof deposited with respect to the Princeton Lease has been applied in respect of a breach or default under the Princeton Lease that has not been redeposited in full; (vi) as of the date hereof, all rents and additional rents that are due under the Princeton Lease have been paid and neither Erytech Inc. nor, to the Knowledge of Seller, any other party to the Princeton Lease is in default under the Princeton Lease; (xivii) to the Knowledge of CompanySeller, all buildingsneither any event has occurred nor any circumstance exists that, structureswith the delivery of notice, improvementsthe passage of time or both, fixtureswould reasonably be expected to constitute such a default described in item (vi) above, or permit the termination, modification or acceleration of rent under the Princeton Lease; (viii) to the Knowledge of Seller, neither the property subject to the Princeton Lease nor Erytech Inc. nor the current landlord under the Princeton Lease is in breach or default of the Master Documents (as such term is defined in the Princeton Lease) or in breach or default of any other recorded easements, covenants, restrictions, rights-of-way, zoning, entitlements, land use or building systems and equipmentrestrictions affecting or encumbering the property subject to the Princeton Lease, (ix) to the Knowledge of Seller, neither any event has occurred nor any circumstance exists that, with the delivery of notice, the passage of time or both, would reasonably be expected to constitute such a breach or default described in item (viii) above, and all components thereof(x) none of Erytech Inc., included Seller or any of their respective Affiliates owes, or will, with the passage of time, the giving of notice, or both, owe in the applicable Leased Real Property are in good condition and repair (reasonable wear and tear excepted). The Company does not own future, any real property, nor has it ever owned any real propertybrokerage commissions or finder’s fees with respect to the Princeton Lease.

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. (a) The Disclosure Schedule identifies applicable Seller shall have delivered to a title company of Buyer's choice (the address "Title Company") a general warranty deed (the "Deed") executed in recordable form warranting fee simple title to the Owned Real Property in Buyer free of each leased real property all Liens, (b) Buyer shall have received unconditional title insurance commitments dated as of the Closing Date and signed at the Closing by an authorized agent of the Title Company to serve as an owner's policy of title insurance for the Owned Real Property and a leasehold policy of title insurance for the Real Property Lease. The title policies shall be on ALTA Form B (the “Leased Real Property”). Seller has provided Revised 10-17-70) and otherwise in form acceptable 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 insuring in Buyer good title to the Owned Real Property (and to the “Leases”), and in the case of any oral Real Property Lease, without any exception for facts that would be disclosed by 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 Companysurvey and without any exceptions for non-filed mechanics', such Lease is legallaborers', validmaterialmen's, bindingother general exceptions, enforceable and in full force and effector Liens; (iic) Buyer shall have received an estoppel certificate from 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 lessor of the Leased Real Property under such and from all other holders of interests in the Leased Real Property superior to the Real Property Lease to the effect that Tultex has not been disturbedbreached any of its obligations to them and that so long as Buyer fulfills Tultex's post-Closing obligations under the Real Property Lease, Buyer will be entitled to occupy the premises for the remainder of the term and there are no disputes with respect to such all other rights of Tultex under the Real Property Lease; (ivd) Buyer shall have received a survey of 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 Owned 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 LeaseProperty; and (xie) to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in Buyer shall have received from 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 propertySeller(s) a FIRPTA affidavit of such Seller as to such Seller's status as a domestic corporation.

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 Disclosure Schedule identifies Except for the address of each leased real property Adjacent Vacant Lot which constitutes part 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 noticeExcluded Assets, 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 2.8 sets forth the leasehold interest in the real property held by the Company (the “Existing Lease,” and the real property subject to such Existing Lease, the “Leased Property”), which is the only leasehold interest in real property currently held by the Company. There is no written lease governing the Existing Lease. The Existing Lease is valid and in full force and effect, neither the Company nor any other party to the Existing Lease has breached any material provision of the Existing Lease or is in default in any material respect under the terms of the Existing Lease (including arrears of rent), the Company possesses and quietly enjoys the premises under the Existing Lease, and such premises are not subject to any Liens of any nature whatsoever, encroachments, building or use restrictions, exceptions, reservations, or limitations that interfere with or impair the present and continued use thereof in the usual and normal conduct of the business of the Company. All buildings, structures, fixtures, and improvements located on the Leased Property are in good repair and in good condition, ordinary wear and tear excepted. The Leased Property and the current use of it ever owned comply in all material respects with Applicable Law. The Company has not received notice of any real propertyviolation of any applicable zoning regulation, ordinance, or other Applicable Law relating to the Leased Property or the operations of the Leased Property, and Sellers know of no such notice or violation. The Company has not received notice of any pending or threatened expropriation or condemnation proceeding relating to any of the Leased Property and, to the Knowledge of Sellers, there are no such pending or threatened proceedings. There are no (y) subleases, licenses, concessions, or other agreements, written or oral, granting to any other Person the right to acquire, use, or occupy any portion of, any of the Leased Property, or (z) Persons (other than the Company) in possession of any of the Leased Property.

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 Without limiting Section 4.12, (a) deliver from time to time such Collateral Access Agreements as Lender shall request; (b) if any Loan Party becomes owner of each leased any fee interest in any real property of after the Company (the “Leased Real Property”). Seller has provided Closing Date, deliver a duly executed Mortgage in recordable form 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 Lender with respect to such Lease; (iv) the Companyreal property and enter into amendments, supplements and any other party joinders to the LeaseEnvironmental Indemnity Agreement and the Escrow Agreement (together with one or more Mortgages), is not in breach or default under such Leaseas applicable, 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 real property, in respect of a breach or default under such Lease which has not been redeposited each case in full; (vi) the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect form and substance satisfactory 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 LeaseLender; and (xic) deliver upon Lender's request such other documents as Lender may from time to time request in its Permitted Discretion to preserve, protect or evidence Lender's interests in the Mortgages and the real property of Loan Parties, and associated documents (including flood certifications, owner's affidavits, certificates and other customary documents and instruments), in each case in form and substance satisfactory to Lender. On the Closing Date, the Loan Parties will execute the Mortgages, which shall be held by Lender pursuant to the Knowledge Escrow Agreement. Lender agrees that the Mortgages shall not be deemed delivered and that Lender will not record such Mortgages (or any subsequently executed Mortgage with respect any owned real property acquired after the Closing Date that is subject to the Escrow Agreement) until an Event of CompanyDefault has occurred or is continuing. Upon the occurrence or during the continuance of an Event of Default, all buildingsthe Mortgages subject to the Escrow Agreement shall at Lender's election be deemed delivered and Lender may record any Mortgages in such recording offices as Lender deems necessary or desirable (and take such other enforcement and other actions contemplated by this Agreement, structuresthe Escrow Agreement or applicable law), improvements, fixtures, building systems at the sole cost 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 propertyexpense of Borrowers.

Real Property. The Disclosure No member of the Company Group owns and no member of the Company Group has ever owned any interest in any real property. Schedule identifies 4(k) sets forth the address of each leased real property of leased, subleased or otherwise occupied by the Company Group (the “Leased Real Property”). Seller has provided to Buyer , and a true and complete copy list of all leases and subleases leases, subleases, licenses or other agreements (including all amendments, extensions, renewals, Guarantees guaranties and other Contracts agreements with respect thereto) for each such Leased Real Property (including the date and name of the parties to such lease document) (the “Leases”), and in the case of any oral Lease, a written summary . The Leased Real Property identified on Schedule 4(k) comprises all of the material terms real property used or intended to be used in, or otherwise related to, the Business. The Company has delivered to Buyer a true and complete copy of each such LeaseLease document. With Except as set forth on Schedule 4(k), 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 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) SellerCompany Group’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; , (iviii) neither the Company, and applicable member of the Company Group nor any other party to the Lease, Leases 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 Group has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; thereof and (ixv) the Company has other party to such Lease is not collaterally assigned or granted an Affiliate of, and otherwise does not have any other security economic interest in such Lease or any interest therein; (x) there are no Liens on member of the estate or interest created by such Lease; and (xi) to the Knowledge of Company, all Company Group. All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property real property subject to the Leases 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 propertysufficient for the operation of the Business.

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 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 Seller does not own any real property used in connection with the Business. Set forth in Schedule 2(a)(iii) is a true and complete description of the Company Transferred Lease (including the “Leased Real Property”date and name of the parties to the Transferred Lease). The Seller has provided delivered to the Buyer a true and complete copy of all leases the Transferred Lease. The Seller has a good and subleases (including all amendments, extensions, renewals, Guarantees valid leasehold interest in and other Contracts with respect thereto) for each such Leased Real Property (to the “Leases”), and in Premises. To the case of any oral Lease, a written summary knowledge of the material Seller, no additional real property or improvements to the Premises are required to conduct the Business as currently conducted. To the knowledge of the Seller, none of the parties to the Transferred Lease are in default under any of the terms thereof; all obligations and conditions under the Transferred Lease to be performed to date have been satisfied; and no event has occurred which, with the giving of such notice or the passage of time, or both, would constitute a default under the Transferred Lease. With respect to each of the Leases except as disclosed pursuant to the Disclosure Schedule: Premises, (i) there are no pending or, to the Knowledge knowledge of Companythe Seller, such Lease is legalthreatened condemnation or other similar proceedings other legal matters affecting adversely the current use, valid, binding, enforceable and in full force and effectoccupancy or value thereof; (ii) all facilities have received all material approvals of Governmental Authorities (including Permits) required in connection with the transactions set forth ownership, occupation or operation thereof and have been operated and maintained 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 Closingaccordance with Applicable Law; (iii) to the 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 oral or written leases, subleases, licenses, concessions or other agreements, granting to such Leaseany party or parties (other than the Seller) the right of use or occupancy of any portion of the parcel; (iv) the Company, and any other party to the LeaseSeller’s knowledge, is not in breach there are no outstanding options or default under such Lease, and no event has occurred or circumstance exists which, with rights of first refusal to purchase the delivery of notice, the passage of time or both, would constitute such a breach or defaultparcel, or permit the termination, modification any portion thereof or acceleration of rent under such Leaseinterest therein; (v) no security deposit or portion thereof deposited all facilities located on the parcel are supplied with respect to utilities and other services necessary for the operation of such Lease has been applied in respect facilities, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of a breach or default under such Lease which has not been redeposited in fullservices are reasonably adequate for the operation of the Business; (vi) the Company does not oweeach parcel abuts on and has direct vehicular access to a public road, or shall owe in has access to a public road via a permanent, irrevocable, appurtenant easement or servitude benefiting the future, any brokerage commissions or finder’s fees with respect to such Leaseparcel; and (vii) the other party Seller has maintained the Premises in accordance with the terms of the Transferred Lease through the Closing Date so that, to such Lease is not an Affiliate of, and otherwise does not have any economic interest inthe Seller’s knowledge, the Company; (viii) Seller would be entitled to a full refund of the Company has not subleased, licensed or otherwise granted any Person security deposit held by the right to use or occupy such Leased Real Property or any portion thereof; (ix) landlord if the Company has not collaterally assigned or granted any other security interest in such Transferred Lease or any interest therein; (x) there are no Liens on expired as of 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 propertyClosing Date.

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 Disclosure Schedule identifies (a) As of the address date of each leased this Agreement, the Seller has valid title to the leasehold estate (as lessee) in the real property set forth in Section 3.10(a) of the Company Seller Disclosure Schedules (the “Transferred Leased Real Property”), free and clear of all Liens, other than Permitted Liens. Seller has provided Following the consummation of the Pre-Closing Reorganization Transactions, the Company will have valid title to Buyer a true the leasehold estate (as lessee in the Transferred Leased Property), free and clear of all Liens, other than Permitted Liens. True and complete copy copies of all leases and subleases each Lease (including all amendmentsamendments and modifications) under which the Transferred Leased Property is held (each, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased a “Real Property (the “LeasesLease”), and in the case of any oral Lease, a written summary of the material terms of such Lease) have been made available to Purchaser. With respect to each of the Leases except as disclosed pursuant to the Disclosure Schedule: (i) to the Knowledge of Company, such Each Real Property 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 enforceable in accordance with its terms, subject to the Closing; effect of any Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (iii) regardless of whether such enforceability is considered in a Proceeding in equity or at law). To the Knowledge of Seller’s possession and quiet enjoyment of the Leased , there is no default under any Real Property under such Lease has not been disturbedby the Seller or, and there are no disputes with respect to such Lease; (iv) the CompanyKnowledge of Seller, and by any other party to the Lease, is not in breach or default under such Lease, thereto 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 Real Property Lease. Seller has not received written notice that (i) it is in default under any Real Property Lease which and such default has not been redeposited in full; cured or (viii) a party to a Real Property Lease (other than the Company does not owe, or shall owe in the future, any brokerage commissions or finder’s fees Seller) is exercising a termination right with respect to such Real Property Lease; (vii) . To the other party to such Knowledge of Seller, Xxxxxx’s possession and quiet enjoyment of the Transferred Leased Property under the applicable Real Property Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the Company has not subleasedbeen disturbed and, licensed or otherwise granted any Person to 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) Seller’s Knowledge, there are no Liens on the estate or interest created by such Lease; and (xi) disputes with respect to the Knowledge of Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased any 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 propertyLease.

Real Property. The Section 5.10 of the Disclosure Schedule identifies the address of each leased lists all real property of the Company and interests in real property leased by or to Seller (the each, a “Leased Real Property”). Seller has provided delivered or made available 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 5.10 of the Disclosure Schedule: (i) Seller 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 Seller 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; (ii) the lease relating to such Lease Leased Property is legalin writing and is a valid and binding obligation of Seller, valid, binding, enforceable and in full force and effect; (iiiii) the transactions set forth in this Agreement do not require lease relating to such Leased Property will, immediately following the Closing Date and upon the receipt of any applicable consent of any other Person to such Leasethe lessor, 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 continue to be legalvalid and binding obligation of Seller, 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 Leaseeffect; (iv) Seller is not and, to the CompanyKnowledge of the Seller, and any 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 Seller; (vi) all rents due on the Company does not owe, or shall owe in 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 current use by Seller of the facilities located on such Lease is not an Affiliate of, and otherwise Leased Property does not have violate any economic interest in, the Companylocal zoning or similar land use requirement or other Law in any material respect; and (viii) all necessary third party consents, approvals, filings and registrations required to be obtained by Seller with respect to such leases in connection with the Company has not subleasedtransactions contemplated by this Agreement or otherwise, licensed have been made or otherwise granted any Person the right to use obtained 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) will be obtained prior to the Knowledge of CompanyClosing, all buildingsother than where the failure to make or obtain such consent, structuresapproval, improvements, fixtures, building systems and equipment, and all components thereof, included filing or registration would not be reasonably expected to result 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 Material Adverse Change.

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 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, Contracts for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including the name of the lessor, licensor, sublessor, master lessor and/or lessee the date and subleases (including term of the lease, license, sublease or other occupancy right, the aggregate annual rental payable thereunder 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 (or, to the Knowledge of the Company, other) 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 material breach of or constitute a material 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 materially alter the rights or obligations of the sublessor, lessor or licensor under, or give to others any material rights of termination, amendment, acceleration or cancellation of any Lease Agreements, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable materially 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 are no disputes with respect to such Lease; (iv) for 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 conduct 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) business as presently conducted. 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. The Company and each of its Subsidiaries has performed all of its obligations under any termination Contracts pursuant to which it has terminated any leases, subleases, licenses or any interest therein; (x) there other occupancy Contracts for real property that are no Liens on the estate or interest created by longer in effect and has no continuing liability with respect to 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 terminated Contracts. The Leased Real Property are is in good operating condition and repair (reasonable wear and tear excepted)otherwise suitable for the conduct of the business of the Company and its Subsidiaries and otherwise suitable for the conduct of the business of the Company and its Subsidiaries. The Company does not own any real property, nor has it ever owned any real propertyexpects to be able to continue to have the right to occupy the Leased Real Property through the remainder of the term of the applicable Lease Agreement.

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 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; (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 None of Sellers owns any real property in respect of the operation of the Acquired Stores. Section 4(j) of the Disclosure Schedule identifies sets forth the address of each leased real property parcel of the Company (the “Leased Real Property”), and a true and complete list of all Leases for each such parcel of Leased Real Property. Seller has provided Sellers have made available to Buyer Buyers a true and complete copy of all leases and subleases (each such Lease document, including all amendments, extensions, renewals, Guarantees renewals and other Contracts with respect thereto) for each such Leased Real Property (the “Leases”)modifications thereof, and in all correspondence material to the case of any oral Lease, a written summary performance of the material terms of such Lease. With Except as set forth in Section 4(j) of the Disclosure Schedule, with respect to each of the Leases except as disclosed pursuant to the Disclosure ScheduleLeases: (ia) such Lease is a legal, valid, binding and enforceable obligation of the Seller that is a party thereto, and to the Knowledge of CompanySellers' Knowledge, such Lease is a legal, valid, bindingbinding and enforceable obligation of the other parties thereto, enforceable and is in full force and effect, in each case, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditor's rights and except to the extent that the availability of specific performance, injunctive relief or other equitable remedies is subject to the discretion of the court before which any proceeding thereof may be brought; (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) each Seller’s 's possession and quiet enjoyment of the Leased Real Property demised under such Seller's respective Lease has not been disturbed; (c) no Seller is, and there are to each Seller's Knowledge, 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 and, to each Seller'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, or permit the termination, modification or acceleration of rent under such Lease; (vd) 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 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 (ixe) the Company Seller has not collaterally assigned or granted any other security interest in such Lease Lease, the Leased Real Property or any interest therein; (x) there are no Liens on . To Sellers' Knowledge, Sellers' use of 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 materially violate any real propertymaterial zoning, nor building, health, fire, water use or similar statute or regulation and Seller has it ever owned received no written notice regarding such violation. Sellers have not received any real propertynotice that either the whole or any portion of the Leased Real Property is to be condemned, requisitioned or otherwise taken by any public authority. To Sellers' Knowledge, there is no current material interruption in the delivery of adequate service of any utilities or other public authorities required in the operation of the Acquired Stores. All title documents and any surveys, engineering and technical reports, soils testing reports, property condition reports, reports of environmental or hazardous materials inspections and title opinions or other assurances with respect to the Leased Real Property in the possession of any Seller have been made available to Buyers.

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 (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 Disclosure (i) Schedule 2.14 hereto identifies the address of each leased real property ("COMPANY LEASED REAL PROPERTY") leased, subleased, occupied or used by the Company pursuant to a Lease or other agreement (each such Lease or other similar agreement being hereinafter referred to as a "COMPANY LEASE") and the Company owns or leases the improvements located on such Company Leased Real Property. The Company has not received any written notification that it is in default with respect to any Company Leases pursuant to which it occupies or uses any Company Leased Real Property and/or such improvements nor, to the knowledge of the Company, are there any disputes between any Person and the Company with respect to Company Leases, which default or dispute would materially adversely affect the right 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 remain in the case of any oral Lease, a written summary possession of the property in question or otherwise adversely affect in any material terms of respect the ability to use such Leaseproperty for its current use. 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 2.14, the consent of any other Person to such Lease, or such consent Company has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease performed all obligations required 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 disturbedperformed by it to date under, 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 in respect of, any Company Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage due notice or lapse of time or both, would constitute such a breach or default, except for such obligations, the non-performance of which, and such defaults, the existence of which, in each case, would not result in a termination or permit cancellation of any Lease (or other such agreement). To the terminationknowledge of the Company, modification no other party to any Company Lease or acceleration such other agreement is in default in respect thereof, and no event has occurred which, with due notice or lapse of rent under time or both, would constitute such Lease; (v) no security deposit a default, except for defaults which, individually or portion thereof deposited in the aggregate, would not have a Material Adverse Effect 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) . Except as disclosed in Schedule 2.14, the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such a valid leasehold interest in each Company Leased Real Property or any portion thereof; (ix) the subject to a Company has not collaterally assigned or granted any other security Lease, which leasehold interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; is free and (xi) to the Knowledge clear of Companyall Liens, 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 Disclosure Schedule identifies the address of each leased real property (a) Section 3.15 of the Company (the “Leased Real Property”). Seller has provided to Buyer Disclosure Schedules sets forth a true and complete copy list of all Owned Real Property and all Leased Real Property, including, (i) with respect to all Owned Real Property, the street address and the current record owner of each parcel of Owned Real Property, and (ii) with respect to all Leased Real Property, the street address and the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property. True and complete copies of all leases and subleases (licenses, including all amendments, extensions, renewals, Guarantees amendments and other Contracts with respect thereto) for each such Leased Real Property assignments thereto and all guaranties thereof (the “Leases”), and in relating to all Leased Real Property, have been provided to the case of any oral Lease, a written summary Lenders. Each of the material terms Company and its Subsidiaries has (x) good and marketable title in fee simple to all Owned Real Property and (y) a valid, binding and enforceable leasehold estate in all Leased Real Property, in each case, free and clear of such Leaseall Encumbrances except Permitted Encumbrances and as has not and would not reasonably be expected to have a Company Material Adverse Effect. With respect No parcel of Owned Real Property is subject to each any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of the Leases except as disclosed pursuant to the Disclosure Schedule: (i) compensation therefor, nor, to the Knowledge of the Company, has any such Lease is legalcondemnation, valid, binding, enforceable expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are 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 exists no disputes with respect to default under any such Lease; (iv) lease by the Company, and any of its Subsidiaries or any other party to the Leasethereto, is not in breach or default under such Lease, and no nor any 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, or permit default thereunder by 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 futureCompany, any brokerage commissions of its Subsidiaries or finder’s fees with respect to such Lease; (vii) the any other party thereto that has or would reasonably be expected to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; (viii) the a Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Material Adverse Effect. All leases of Leased Real Property or any portion thereof; (ix) shall remain valid and binding in accordance with their terms following the Company Closing, except where the failure to remain so valid and binding 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; had and (xi) would not reasonably be expected 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 have a Company does not own any real property, nor has it ever owned any real propertyMaterial Adverse Effect.

Real Property. The Disclosure Schedule identifies (a)With respect to the address Rail Facility Property, (i) TRT LeaseCo is the sole titleholder of each leased real property of the Company (the “Leased Real Property”). Seller has provided to Buyer a true record and complete copy owns good and marketable fee simple title thereto, free and clear of all leases Liens, except for Permitted Liens and subleases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect theretoas set forth in Section 3.11(a) 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) 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, nor any of its Subsidiaries nor Seller has received any notice of any special Tax that affects the Rail Facility Property and, to the Knowledge of Seller, no such special Taxes are pending or contemplated. (b)Other than as set forth in the Rail Facility Lease, the Mortgage Loan Documents and the Title Insurance Policy, there are no outstanding contracts, commitments, or agreements (whether written or oral) that impose or could reasonably be expected to impose any obligation, liability or condition on the Company or any of its Subsidiaries to grant any rights in, to make any payments, contributions or dedications of money or land with respect to, or to construct, install or maintain or to contribute to the construction, installation or maintenance of any improvements of a public or private nature, whether on or off the Rail Facility Property. (c)The Rail Facility Property comprises all buildings, structures, improvements, fixtures, building systems of the real property owned by the Company and equipmentits Subsidiaries. Neither the Company nor any of its Subsidiaries is a party to any Lease other than the Rail Facility Lease, and all components thereofneither the Company nor any of its Subsidiaries holds any right or option to purchase or lease any real property or interest therein. Exhibit 2.1 (d) The sale of the Purchased Securities contemplated in this Agreement is not subject to the right of first offer contained in Section 44 of the Rail Facility Lease or to the right of first refusal contained in Section 45 of the Rail Facility Lease, included and no notice to Tenant of the transactions contemplated in this Agreement is required under the applicable Leased Real Rail Facility Lease. (e) Seller has delivered to Buyer true and complete copies of the Title Insurance Policy and the latest ALTA Land Title Survey for the Rail Facility Property are in good condition and repair obtained by Seller (reasonable wear and tear exceptedthe “Survey”). The Company does not own No alterations or improvements have been made to the Rail Facility Property since the date of the Survey which would render the Survey inaccurate in any real property, nor has it ever owned any real property.material respect. 3.12

Real Property. The Disclosure Schedule identifies Neither the address Company nor any of each leased its Subsidiaries owns any real property property. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Subsidiary of the Company has valid leasehold interests in all of its leased or subleased properties (the each, a “Leased Real Property”). Seller has provided to Buyer a true Lease” and complete copy of all leases and subleases (including all amendmentscollectively, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (the “Leases”), except for properties and assets that have been disposed of in the case ordinary course of any oral Leasebusiness since December 31, a written summary 2012, 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, which do not materially affect the continued use of the material terms of applicable property for the purposes for which such Lease. With respect to each property is currently being used by the Company or a Subsidiary of the Leases except Company as disclosed pursuant of the date hereof). In addition to the Disclosure Schedule: (i) foregoing, with regard to the Principal Leases, neither the Company nor, 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, Principal Leases is not in material breach or default under such Principal 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 material breach or default, or permit the termination, modification or acceleration of rent under such Principal 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 the Company or any Subsidiary of the Company granted any Lien on its interest in the real propertyproperty described in Principal Leases (except for Permitted Liens and all other title exceptions, changes, defects, easements, restrictions, encumbrances and other matters, whether or not of record, which do not materially affect the 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).

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.