Common use of Spinco Real Property Clause in Contracts

Spinco Real Property. (a) Section 6.18(a) of the Burgundy Disclosure Letter sets forth as of the date hereof a description of all Spinco Owned Real Property. With respect to such Spinco Owned Real Property, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Spinco: (i) except for Permitted Encumbrances, none of the Eagle Entities has leased or otherwise granted to any Person the right to use or occupy such Spinco Owned Real Property or any material portion thereof; and (ii) other than the right of Grizzly pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Spinco Owned Real Property or any material portion thereof or interest therein. (b) Section 6.18(b) of the Burgundy Disclosure Letter sets forth, as of the date hereof, the addresses of all Spinco Leased Real Properties, and a true and complete list, in all material respects, as of the date hereof, of all Spinco Leases for each Spinco Leased Real Property, in any such case, where annual payments under the applicable Spinco Lease exceed $500,000. Burgundy has made available to Grizzly a true and complete copy of each such Spinco Lease document as of the date hereof, and in the case of any such Lease that is an oral Lease, a written summary of the material terms of such Lease. Except as set forth on Section 6.18(b) of the Burgundy Disclosure Letter, to Burgundy’s Knowledge, there are no material disputes with respect to any such Spinco Lease. With respect to each such Spinco Lease, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Spinco: (i) none of the members of the Burgundy Group or the Spinco Group has subleased, licensed or otherwise granted any Person the right to use or occupy such Spinco Leased Real Property or any material portion thereof, except as disclosed by the agreements on the list of all Spinco Leases listed or described in Section 6.18(b) of the Burgundy Disclosure Letter; (ii) none of the members of the Burgundy Group or Spinco Group has collaterally assigned or granted any other security interest in such Spinco Lease or any material interest therein; and (iii) there are no Liens on the estate or interest created by such Spinco Lease other than Permitted Encumbrances.

Spinco Real Property. (a) Section 6.18(a5.18(a) of the Burgundy Spinco Disclosure Letter sets forth as of the date hereof a description address of all real property that is or will be following the Contribution Spinco Owned Real PropertyProperty the loss of which would be material and adverse to the Spinco Business. With respect After giving effect to such the Contribution and the other transactions contemplated by the Distribution Agreement, Spinco, or the Spinco Subsidiaries, and subject to the receipt of all applicable consents or approvals will have, in all material respects, good and valid and marketable title to all of the Spinco Owned Real Property, except as would not reasonably be expected to have, individually or in Property identified on such Section of the aggregate, a Material Adverse Effect on Spinco: (i) except for Spinco Disclosure Letter free and clear of all encumbrances other than Permitted Encumbrances, none . Except as set forth on Section 5.18(a) of the Eagle Entities Spinco Disclosure Letter, neither Verizon nor any of its Subsidiaries has leased or otherwise granted to any Person the third party any right to use or occupy such any of the Spinco Owned Real Property or any material portion thereof; identified on such Section of the Spinco Disclosure Letter, and (iiexcept as set forth on Section 5.18(a) other than of the right of Grizzly pursuant to this AgreementSpinco Disclosure Letter, there are no outstanding options, rights of first offer or refusal, rights of first refusal to purchase such offer, rights of reverter or other third party rights in Spinco Owned Real Property or any material portion thereof or interest therein.identified on such Section of the Spinco Disclosure Letter.‌‌ (b) Section 6.18(b5.18(b) of the Burgundy Spinco Disclosure Letter sets forth, forth a list of the real property leases which are leases of Spinco as of the date hereof, hereof (“Spinco Leases”). Section 5.18(b) of the addresses Spinco Disclosure Letter sets forth the subleases in respect of all Spinco Leased Real Properties, and a true and complete list, in all material respects, Leases as of the date hereof, of all hereof (the “Spinco Leases for each Subleases”). Spinco Leased Real Property, in any such case, where annual payments under the applicable Spinco Lease exceed $500,000. Burgundy has previously made available to Grizzly a true the Company complete and complete copy correct copies of each such Spinco Lease document as of the date hereof, Spinco Leases and in the case of any such Lease that is an oral Lease, a written summary of the material terms of such LeaseSpinco Subleases. Except as set forth on in Section 6.18(b5.18(b) of the Burgundy Spinco Disclosure Letter, to Burgundy’s Knowledge, there are no material disputes Letter with respect to any such Spinco Lease. With respect to each such Leases and Spinco Lease, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Spinco: Subleases (i) none each is enforceable in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting the rights of creditors generally and subject to the members exercise of the Burgundy Group or the Spinco Group has subleasedjudicial discretion in accordance with principles of equity, licensed or otherwise granted any Person the right to use or occupy such Spinco Leased Real Property or any material portion thereof, except as disclosed by the agreements on the list of all Spinco Leases listed or described in Section 6.18(b) of the Burgundy Disclosure Letter; (ii) none there is no material default or material breach of a covenant by Verizon or any of its Subsidiaries, (iii) no event has occurred which with or without the members giving of the Burgundy Group notice or Spinco Group lapse of time, or both, would constitute such a material default or material breach and (iv) there has collaterally assigned been no collateral assignment or granted any other security interest in such Spinco Lease or and they are not subject to any material interest therein; and (iii) there are no Liens on the estate or interest created by such Spinco Lease encumbrance other than Permitted Encumbrances.Encumbrances.‌

Spinco Real Property. (a) Section 6.18(a) of the Burgundy MWV Disclosure Letter sets forth as of the date hereof a the address and description of all Spinco Owned Real Property, the loss of which would be material and adverse to the C&OP Business as a whole. With respect to such Spinco Owned Real Property, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Spinco: (i) except for Permitted Encumbrances, none of the Eagle C&OP Entities has leased or otherwise granted to any Person the right to use or occupy such Spinco Owned Real Property or any material portion thereof; and (ii) other than the right of Grizzly the Company pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Spinco Owned Real Property or any material portion thereof or interest therein. (b) Section 6.18(b) of the Burgundy MWV Disclosure Letter sets forth, forth as of the date hereof, hereof the addresses of all Spinco Leased Real Properties, the loss of which would be material and adverse to the C&OP Business as a whole, and a true and complete list, in all material respects, as of the date hereof, list of all Spinco Leases (including all material amendments, extensions, renewals, guaranties and other agreements with respect thereto) for each such Spinco Leased Real Property, in any such case, where annual payments under the applicable . MWV or Spinco Lease exceed $500,000. Burgundy has made available to Grizzly the Company a true and complete copy of each such Spinco Lease document as of the date hereof, and in the case of any such Lease that is an oral Lease, a written summary of the material terms of such Lease. Except as set forth on Section 6.18(b) of the Burgundy MWV Disclosure Letter, with respect to Burgundyeach such Spinco Lease, since January 1, 2009, MWV’s, Spinco’s or their respective Subsidiaries’ possession and quiet enjoyment of the Spinco Leased Real Property under such Spinco Lease has not been disturbed in any material respect that is ongoing or is reasonable likely to recur, and, to MWV’s Knowledge, there are no material disputes with respect to any such Spinco Lease. With respect to each such Spinco Lease, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Spinco: (i) none of the members of the Burgundy MWV Group or the Spinco Group has subleased, licensed or otherwise granted any Person the right to use or occupy such Spinco Leased Real Property or any material portion thereof, except as disclosed by the agreements on the list of all Spinco Leases listed or described in Section 6.18(b) of the Burgundy MWV Disclosure Letter; (ii) none of the members of the Burgundy MWV Group or Spinco Group has collaterally assigned or granted any other security interest in such Spinco Lease or any material interest therein; and (iii) there are no Liens on the estate or interest created by such Spinco Lease other than Permitted Encumbrances.

Spinco Real Property. (a) Section 6.18(a6.17(a) of the Burgundy Spinco Disclosure Letter sets forth as of the date hereof a description true, correct and complete list of all Spinco Owned Real Property with a market value in excess of $100,000,000 (the “Material Spinco Owned Real Property”). One of the Spinco Entities has good and marketable fee simple title to the Material Spinco Owned Real Property, free and clear of all Liens other than Spinco Permitted Encumbrances. With respect to such Material Spinco Owned Real Property, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Spinco: (i) except for Permitted Encumbrancesno Spinco Entity has leased, none of the Eagle Entities has leased subleased, licensed or otherwise granted to any Person the right to use or occupy such Material Spinco Owned Real Property or any material portion thereof; , in each case, which involved consideration or payments by or to such Spinco Entity in excess of $50,000,000 during the calendar year ended December 31, 2020, or which is reasonably expected to involve consideration or payments by or to any Spinco Entity in excess of $50,000,000 in any future calendar year and (ii) other than the right of Grizzly pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Material Spinco Owned Real Property or any material portion thereof or interest therein. (b) Section 6.18(b6.17(b) of the Burgundy Spinco Disclosure Letter sets forth, forth as of the date hereofhereof a true, the addresses correct and complete list of all Spinco Leased Real Properties for which Remainco or any of its Subsidiaries (including the Spinco Entities) made annual payments of $50,000,000 or more in 2020 (the “Material Spinco Leased Real Properties, and a true and complete list, in all material respects, as ”). One of the date hereof, of all Spinco Leases for each Entities has good and valid leasehold estate in and to the Material Spinco Leased Real Property, in any such case, where annual payments under the applicable free and clear of all Liens other than Spinco Lease exceed $500,000. Burgundy has made available to Grizzly a true and complete copy of each such Spinco Lease document as of the date hereof, and in the case of any such Lease that is an oral Lease, a written summary of the material terms of such Lease. Except as set forth on Section 6.18(b) of the Burgundy Disclosure Letter, to Burgundy’s Knowledge, there are no material disputes with respect to any such Spinco LeasePermitted Encumbrances. With respect to each such Spinco Lease, except as would not reasonably be expected Lease with respect to have, individually or in the aggregate, a Material Adverse Effect on SpincoSpinco Leased Real Property: (i) none neither Remainco nor any of the members of the Burgundy Group or its Subsidiaries (including the Spinco Group Entities) has subleased, licensed or otherwise granted any Person the right to use or occupy such Material Spinco Leased Real Property or any material portion thereof, except as disclosed in each case, which involved consideration or payments by or to Remainco or any of its Subsidiaries (including the agreements on Spinco Entities) in excess of $50,000,000 during the list calendar year ended December 31, 2020, or which is reasonably expected to involve consideration or payments by or to Remainco or any of all its Subsidiaries (including the Spinco Leases listed or described Entities) in Section 6.18(b) excess of the Burgundy Disclosure Letter; $50,000,000 during any future calendar year and (ii) none neither Remainco nor any of its Subsidiaries (including the members of the Burgundy Group or Spinco Group Entities) has collaterally assigned or granted any other security interest in such Spinco Lease or any material interest therein; and . ) neither Remainco nor any of its Subsidiaries (iiiincluding the Spinco Entities) there are is in material breach of or material default under the terms of any Spinco Lease with respect to a Material Spinco Leased Real Property. To the Knowledge of Remainco, as of the date hereof, no Liens on other party to any Spinco Lease with respect to a Material Spinco Leased Real Property is in material breach of or in material default under the estate or interest created by terms of such Spinco Lease other than Permitted EncumbrancesLease. (c) No condemnation or eminent domain proceeding is pending or, to the Knowledge of Remainco, threatened, which could reasonably be expected to preclude or impair the use of any Material Spinco Owned Real Property by any Spinco Entity.