Common use of Title to Properties Clause in Contracts

Title to Properties. The Company does not own any real property. The Company has heretofore made available to Parent correct and complete copies of all leases, subleases and other agreements (collectively, the "Real Property Leases") under 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 or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for use.

Title to Properties. The Company does not own any real property. The Company has heretofore made available or its Subsidiaries, ------------------- individually or together, have indefeasible title to Parent correct and complete copies all of all leases, subleases and other agreements (collectively, the "Real Property Leases") under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or properties reflected in the futureCompany's Consolidated Balance Sheet, other than any real property properties reflected in the Company's Consolidated Balance Sheet that have been sold or facility (otherwise disposed of since the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where date of the failure would Company's Consolidated Balance Sheet or are not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of to the Company Disclosure LetterCompany, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens, other than (x) Liens except liens the existence of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business Company's Consolidated Financial Statements, (y) Permitted Encumbrances and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not(z) Liens that, individually or in the aggregate, are not Material to the Company. The Company or its Subsidiaries, individually or together, hold under valid lease agreements all real and personal properties reflected in the Company's Consolidated Balance Sheet as being held under capitalized leases, and all real and personal property that is subject to the operating leases to which reference is made in the notes to the Company's Audited Consolidated Financial Statements, and enjoy peaceful and undisturbed possession of such properties under such leases, other than (i) any properties as to which such leases have terminated in the ordinary course of business since the date of the Company's Consolidated Balance Sheet and (ii) any properties that, individually or in the aggregate, are not Material to the Company. Neither the Company nor any of its Subsidiaries has received any written notice of any adverse claim to the title to any properties owned by them or with respect to any lease under which any properties are held by them, other than any claims that, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect, Effect on the plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for useCompany.

Title to Properties. The (a) Section 3.11(a) of the Company does not own any real property. The Company has heretofore made available to Parent correct and complete copies Disclosure Letter sets forth (i) milepost summaries of all leases, subleases and other agreements (collectively, the "Real Property Leases") under which railroads owned by the Company or any of its Subsidiaries uses (“Owned Real Property”) or occupies otherwise used by the Company or any of its Subsidiaries (“Other Real Property Interests”) and (ii) expiration dates with respect to all Other Real Property Interests. (b) Except as has the right not had and reasonably would not be expected to use or occupyhave, now individually or in the futureaggregate, any real property a Company Material Adverse Effect, either the Company or facility (a Subsidiary of the "Leased Company has, with respect to each parcel of Owned Real Property"), including good and valid fee title, and, with respect to the Other Real Property Interests, a good and valid leasehold, easement, right of way, trackage rights, license or other interest or otherwise has a valid right of possession, use or access which is sufficient to permit such Persons to operate as railroads or conduct such business as is currently conducted or carried on without limitation all modificationsundue charge or expense, amendments and supplements thereto. Except in each case where free and clear of all Encumbrances, except for (i) mechanics’, carriers’, workmen’s, warehousemen’s, repairmen’s or other like Encumbrances imposed by applicable Law arising or incurred in the failure ordinary course of business, (ii) Encumbrances for taxes, assessments and other governmental charges and levies that are not due and payable or that may thereafter be paid without interest or penalty, (iii) Encumbrances affecting the interest of the grantor of any easements benefiting any Owned Real Property which were not granted by or consented to by the Company or any of its Subsidiaries, (iv) Encumbrances that secure indebtedness under the Company’s existing credit agreement on the Owned Real Property, (v) Encumbrances, imperfections, minor defects or irregularities in title, easements, claims, liens, charges, security interests, rights-of-way, covenants, restrictions, rights-of-way, covenants, restrictions, reversionary interests, and other, similar matters that would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 reasonably be expected to materially impair the continued use and operation of the Company Disclosure Letter, (i) assets to which they relate in the Company or one business of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property as presently conducted, (except for leased property or assets for which it has a valid vi) zoning, building and enforceable right to useother similar codes and regulations, (vii) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of Encumbrances arising in the ordinary course of business under worker’s compensation, unemployment insurance, social security, retirement and consistent with past practice similar legislation, (viii) other statutory liens securing payments not yet due, (ix) purchase money liens and except liens securing rental payments under capital lease arrangements that secure or are related to indebtedness under the Company’s existing credit agreement and reflected on the Company’s 10-Q filed prior to the date of this Agreement for liens the fiscal quarter ended March 31, 2012, (x) mortgages, deeds of trust, security interests or other Encumbrances that secure or are related to indebtedness under the Company’s existing credit agreement and reflected on the Company’s 10-Q filed prior to the date of this Agreement for the fiscal quarter ended March 31, 2012 and (xi) any matters of public record and other permitted liens. Except where or that would be disclosed by a current, accurate survey, a railroad valuation map or physical inspection of the failure assets to which they relate, provided any such matters would not, individually or in the aggregate, reasonably be expected to materially impair the continued use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as presently conducted (collectively, “Permitted Encumbrances”). (c) Except as has not had, and would not reasonably be expected to have a Company Material Adverse Effect, neither the plantCompany nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed action or agreement for taking in lieu of condemnation, property and equipment nor is any such proceeding, action or agreement pending or, to the Company’s Knowledge, threatened in writing, with respect to any portion of any Owned Real Property or Other Real Property Interests. (d) Each of the Company and its Subsidiaries has good title to, or a valid leasehold interest in, all of its tangible personal properties and assets, in each case free and clear of all Encumbrances, except for Encumbrances that are used secure indebtedness reflected in the operations Specified Company Reports and Encumbrances that would not, individually or in the aggregate, reasonably be expected to materially impair the continued use and operation of their businesses are the tangible personal properties and assets to which they relate in good operating condition the business of the Company and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for useits Subsidiaries as presently conducted.

Title to Properties. The Company does not own any real property. The Company has heretofore made available to Parent correct and complete copies of all leases, subleases and other agreements (collectively, the "Real Property Leases") under which the Company or any each of its Subsidiaries uses subsidiaries has good and marketable title to, or occupies valid leasehold interests in, all its material properties and assets except for such as are no longer used or has the right to use or occupy, now or useful in the future, any real property or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, (i) the Company or one conduct of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable by the Company businesses or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise have been disposed of in the ordinary course of business and consistent with past practice and except for liens of record Liens, defects in title, easements, reservations, restrictive covenants and other permitted liens. Except where encumbrances that are identified in the failure would notFiled Parent SEC Documents, the Parent/Sub Disclosure Schedule or in documents, plans, title insurance policies and other instruments identified in the Parent/Sub Disclosure Schedule or made available to the Company that individually or in the aggregate, have a Company Material Adverse Effect, aggregate would not materially interfere with the plant, property and equipment ability of the Company Parent and its Subsidiaries subsidiaries taken as a whole to conduct their business as currently conducted. All such material properties and assets , other than assets and properties in which the Parent or any of its subsidiaries has a leasehold interest, are free and clear of all Liens except for Liens that (A) are created, arise or exist under or in connection with any of the contracts or other matters referred to in the Parent Disclosure Schedule or in the Filed Parent SEC Documents or the exhibits thereto, or are reflected in Parent's financial statements included in the Filed Parent SEC Documents, (B) relate to any taxes or other governmental charges or levies that are used not yet due and payable, (C) relate to, or are created, arise or exist in connection with, any legal proceeding that is being contested in good faith, or (D) individually or in the operations aggregate would not materially interfere with the ability of the Parent and each of its subsidiaries to conduct their businesses business as currently conducted and (E) would not materially and adversely impact the transferability, financability, ownership, leasing, use, development or occupancy of any such properties or assets ("Parent Permitted Liens"). The Parent and each of its subsidiaries has complied in all material respects with and is not in default under the terms of all material leases to which it is a party and under which it is in occupancy, and all such leases are in good operating condition full force and repaireffect, subject except where such failure to ordinary wear comply or be in full force and tear, and, subject to normal maintenance, are available for use.effect would not

Title to Properties. The (a) Except as disclosed in Section 5.18(a) of the Company does Disclosure Memorandum, the Company has good and valid title to all of its properties, assets and other rights that do not own any constitute real property, free and clear of all Encumbrances. The Company owns, has heretofore made available valid leasehold interests in or valid contractual rights to Parent correct use, all of the assets, tangible and complete copies intangible, used by, or necessary for the conduct of all leasesthe business of the Company. (b) The machinery, subleases tools, equipment and other agreements (collectively, the "Real Property Leases") under which tangible physical assets of the Company are in good working order, normal wear and tear excepted, are being used or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or are useful in the future, any business of the Company at its present level of activity and are in an operating condition sufficient to conduct the business of the Company as now being conducted. (c) Section 5.18(c) of the Company Disclosure Memorandum sets forth each and every parcel of real property or facility interest in real estate owned, held under a lease or used by, or necessary for the conduct of the business of, the Company (the "Leased Real Property"). (d) Except as disclosed in Section 5.18(d) of the Company Disclosure Memorandum, including without limitation the Company: (i) owns and has good and marketable title in fee simple to the Real Property designated as "owned property" in the Company Disclosure Memorandum free and clear of all modificationspledges, amendments liens, charges, encumbrances, easements, defects, security interests, claims, options and supplements thereto. Except in each case where the failure would notrestrictions of every kind ("Encumbrances"), except (A) minor imperfections of title, none of which, individually or in the aggregate, have a Company Material Adverse Effect materially detracts from the value of or except as otherwise set forth in Section 3.9 impairs the use of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased affected property or assets for which it has a valid and enforceable right to use) which is reflected on impairs the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment operations of the Company and its Subsidiaries that are used (B) liens for current taxes not yet due and payable; (ii) with respect to the Real Property designated as "leased property" in the operations Company Disclosure Memorandum is in peaceful and undisturbed possession of their businesses the space and/or estate under each lease under which it is a tenant, and there are no material defaults by it as tenant thereunder; and (iii) has good and valid rights of ingress and egress to and from all the Real Property from and to the public street systems for all usual street, road and utility purposes. (e) All of the buildings, structures, improvements and fixtures used by or useful in the business of the Company, owned or leased by the Company, are in a good state of repair, maintenance and operating condition and repairand, subject to ordinary except for normal wear and tear, andthere are no defects with respect thereto which would impair the day-to-day use of any such buildings, structures, improvements or fixtures or which would subject the Company to normal maintenance, are available for useliability under applicable law.

Title to Properties. (a) The attached PERSONAL PROPERTY SCHEDULE contains a correct and complete list as of the date set forth therein of each item of tangible personal property owned or used by each of the Company does not own any real propertyand its Subsidiaries, other than inventory, office furniture and supplies and miscellaneous items of personal property with an individual book value of less than $10,000. The Company has heretofore made available and its Subsidiaries own good and marketable title to Parent correct all of the personal property and complete copies assets shown on the Latest Balance Sheet, free and clear of all liens, security interests and other encumbrances, except for Permitted Liens. (b) The real property owned by the Company (the "OWNED REAL PROPERTY") and the real property demised by the leases, subleases subleases, licenses and other agreements instruments (collectively, the "LEASED REAL PROPERTY" described on the attached REAL PROPERTY SCHEDULE constitutes all of the real property owned or leased by the Company and its Subsidiaries. The Company and its Subsidiaries are the sole and exclusive owners of, and have good and marketable title to the Owned Real Property, free and clear of any mortgages, security interests, liens, options, beneficial or possessory rights of third parties or other encumbrances, except for Permitted Liens or as set forth on the attached REAL PROPERTY SCHEDULE. The Leased Real Property Leases") under which leases, subleases, licenses and other instruments are valid, subsisting, in full force and effect and binding upon the parties thereto, and the Company or any a Subsidiary holds a valid and existing leasehold interest under each of its Subsidiaries uses or occupies or has the right to use or occupyleases, now or in the futuresubleases, any real property or facility (the "Leased Real Property")licenses and other agreements, including without limitation all modifications, amendments and supplements thereto. Except in each case except where the failure to have such leases, subleases, licenses and other instruments valid, subsisting, in full force and effect and binding, or to hold such a valid and existing leasehold interest would not, individually or in the aggregate, have a Company Material Adverse Effect or Effect. The Company has delivered to Buyer true, complete and accurate copies of each of the leases, subleases, licenses and other instruments, including, without limitation, surveys, title insurance policies and title insurance reports and commitments described on the attached REAL PROPERTY SCHEDULE, and none of the leases, subleases, licenses and other instruments have been modified in any material respect, except to the extent that such modifications are disclosed by the copies delivered to Buyer. Neither the Company nor any Subsidiary is, and as of the Closing Date will be, in default except as otherwise set forth in Section 3.9 on the attached REAL PROPERTY SCHEDULE under any of the Company Disclosure Lettersuch leases, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record subleases, licenses and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary orinstruments nor, to the Knowledge best knowledge of the Company Company, is any other party in default thereunder, and no facts or circumstances have occurred which, with the giving of notice or the passage of time or both, would constitute a default under any such Subsidiaryleases, subleases, licenses or other instruments. To the landlordknowledge of the Company, exists under any title to the Owned Real Property Lease, (iv) is insurable at standard premiums by reputable title insurance companies licensed in the Company or one of its Subsidiaries is in actual possession of each Leased state where such Owned Real Property is located. The title and is entitled to quiet enjoyment thereof in accordance with the terms interest of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright in the Owned Real Property and the Leased Real Property is sufficient to enable the Company and its Subsidiaries to carry on their respective businesses as presently conducted. All plants, facilities, structures and equipment owned or used by the Company and its Subsidiaries in its operation of their businesses are suitable for the purposes used, are adequate and sufficient for all current operations of such businesses and are, subject to ordinary wear and tear, in good operating condition and repair. The attached REAL PROPERTY SCHEDULE identifies each lease, sublease, license or any other instrument under which the Company and its Subsidiaries claims or holds such leasehold or other interest or right to the use thereof and with respect to the leases, subleases, licenses and other instruments on the attached REAL PROPERTY SCHEDULE, identifying which of those leases, subleases, licenses or other instruments, if any, require that a consent be obtained (from any lessors, guarantors or any other third parties) before the transactions contemplated by this Agreement may be consummated and identifying in each instance the party which is required to grant consent thereto, the location of the personal property (except for leased property or assets for which it has a valid premises and enforceable right to use) which is reflected the amount of the monthly rent. All of the facilities set forth on the Balance Sheetattached REAL PROPERTY SCHEDULE had, and have, all permits or other authorizations required for their construction and operation, and are equipped in conformity with all laws and governmental regulations and authorizations applicable to the Company and its Subsidiaries and to their businesses, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure to have such permits or other authorizations or to be so equipped in conformity with all laws and governmental regulations and authorizations would not, individually or in the aggregate, have a Company Material Adverse Effect. All such permits are validly issued, in good standing and in full force and effect, and will continue with the plant, property and equipment Company or such Subsidiary as part of the Company transactions contemplated by this Agreement with no further authorization or consent, except where the failure of such permits to be validly issued, in good standing and its Subsidiaries that are used in full force and effect, or to continue with no further authorization or consent would not, individually or in the operations of their businesses are in good operating condition and repairaggregate, subject to ordinary wear and tear, and, subject to normal maintenance, are available for usehave a Material Adverse Effect.

Title to Properties. The Company does (a) Except as would not own any real property. The Company has heretofore made available reasonably be expected to Parent correct and complete copies of all leases, subleases and other agreements (collectively, the "Real Property Leases") under 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 or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would nothave, individually or in the aggregate, have a Company an Aphria Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure LetterEffect, (i) Aphria and the Company Aphria Subsidiaries have good, valid and defensible title to all real property owned by Aphria or one any of its the Aphria Subsidiaries has a (collectively, the “Aphria Owned Real Property”) and valid leasehold interest estates in each parcel all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by Aphria or any of the Aphria Subsidiaries (collectively, including the improvements thereon, the “Aphria Leased Real Property Property,” and, together with the Aphria Owned Real Property, the “Aphria Real Property”) free and clear of all Liens Liens, except liens Permitted Liens; (ii) each Contract under which Aphria or any of record and other permitted liens and each the Aphria Subsidiaries is the landlord, sublandlord, tenant, subtenant or occupant with respect to Aphria Leased Real Property Lease (each, an “Aphria Real Property Lease”), to the Knowledge of Aphria, is in full force and effecteffect and is valid and enforceable against the parties thereto in accordance with its terms, (ii) all rent subject, as to enforceability, to Enforceability Exceptions, and neither Aphria nor any of the Aphria Subsidiaries, or to the Knowledge of Aphria, any other sums party thereto, has received written notice of any default under any Aphria Real Property Lease; and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or there does not exist any such Subsidiary pending or, to the Knowledge of Aphria, threatened, condemnation or eminent domain proceedings that affect any of the Company Aphria Owned Real Property or Aphria Leased Real Property. (b) Except as would not reasonably be expected to, individually or in the aggregate have an Aphria Material Adverse Effect, (i) there are no leases, subleases, licenses, rights or other agreements burdening or affecting any portion of the Aphria Real Property, (ii) except for such arrangements solely between or among Aphria and the Aphria Subsidiaries, there are no outstanding options or rights of first refusal or first offer in favor of any other party to purchase any Aphria Owned Real Property or any such Subsidiaryportion thereof or interest therein, (iii) neither Aphria nor any of the landlordAphria Subsidiaries is currently leasing, exists under subleasing, licensing or otherwise granting any Person the right to use or occupy all or any portion of any Aphria Real Property Lease, and (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Aphria Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright constitutes all of the personal property (except real estate used in and necessary for leased property or assets for which it has a valid the operation of the respective businesses of Aphria and enforceable right to use) which is reflected on the Balance SheetAphria Subsidiaries, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure as would notnot reasonably be expected to have, individually or in the aggregate, have a Company an Aphria Material Adverse Effect, the plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for use.

Title to Properties. The (a) Except as specifically disclosed on SCHEDULE 2.13, the Company does not own any real property. The Company and each of its Subsidiaries has heretofore made available good and marketable title to Parent correct all of its properties and complete copies assets, free and clear of all leasesmortgages, subleases liens, restrictions or encumbrances, except in such cases as would not have a material adverse effect on the use of such properties or -12- assets by the Company. All owned or leased real estate of the Company and other agreements (collectively, the "Real Property Leases") under its Subsidiaries is listed on SCHEDULE 2.13. A true copy of each lease to which the Company or any of its Subsidiaries uses or occupies or is a party, is listed on SCHEDULE 2.13 and has the right to use or occupy, now or in the future, any real property or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of been delivered by the Company Disclosure Letterto Parent, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent effect and other sums and charges due and payable by affords the Company or its Subsidiaries the Subsidiary, as tenants thereunder are current in all the case may be, peaceful and undisturbed possession of the subject matter of such lease. No material respects, (iii) no termination default or event or condition or uncured of default of a material nature on the part of the Company or any such Subsidiary or, to of its Subsidiaries or on the Knowledge part of the Company or any such Subsidiary, the landlordlessor, exists under any Real Property Leaselease, (iv) and neither the Company nor any of its Subsidiaries has received any notice of default under any such lease or one any indication that the owner of the leased property intends to terminate such lease. Except as specifically disclosed on SCHEDULE 2.13, the Company holds all easements, rights-of-way and other rights (collectively, "EASEMENTS") necessary to own, operate and maintain its physical plant (including all telephone lines) and the Company is not in breach of, or default under, any such Easement and there are not any materially burdensome limitations or obligations on the Company under any such Easement. All material Easements held by the Company are listed on SCHEDULE 2.13. Each Easement held by the Company is valid, binding and enforceable in favor of the Company and no party is in violation of such Easement. (b) Neither the Company nor any of its Subsidiaries is in actual possession violation of each Leased Real Property and is entitled any zoning, land-use, building or safety law, ordinance, regulation or requirement or other law or regulation applicable to quiet enjoyment thereof the operation of its owned or leased properties, nor has it received any notice of violation with which it has not complied, in accordance with any case in which the terms consequences of such violation if asserted by the applicable Real Property Lease and applicable lawregulatory authority would be materially adverse with respect to the Company or such Subsidiary. All real property occupied pursuant to leases, and (v) substantially all tangible personal property owned or leased by the Company and its Subsidiaries own outright all taken as a whole and required for the purpose of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected carrying on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of its business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would notoperations, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are is in good operating condition and repair, subject to ordinary reasonable wear and teartear excepted, and, subject and no material portion of any such real or personal property has suffered any damage by fire or other casualty which has not heretofore been completely repaired and restored to normal maintenance, are available for useits original condition if and to the extent necessary or useful in the continued operation of its business.

Title to Properties. The Company does not own any real property. The Company has heretofore made available to Parent correct and complete copies (a) Except (i) as set forth on Schedule 3.07(a), (ii) as set forth on the Latest Balance Sheet, (iii) for personal property sold or otherwise disposed in the ordinary course of all leasesbusiness since the date of the Latest Balance Sheet, subleases and other agreements or (collectivelyiv) for Permitted Liens, the "Real Property Leases") under which the Company or any one of its Subsidiaries uses owns good title to, or occupies holds pursuant to valid and enforceable leases, all of the personal property shown to be owned or has leased by it on the right to use or occupyLatest Balance Sheet, now or in free and clear of all Liens. (b) Schedule 3.07(b) sets forth the future, any real property or facility (the "Leased address and description of each parcel of Owned Real Property"). With respect to each parcel of Owned Real Property, including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, on Schedule 3.07(b): (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property good and marketable fee simple title, free and clear of all Liens Liens, except liens of record and other permitted liens and each Real Property Lease is in full force and effect, Permitted Liens; (ii) neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof or engaged any operator or manager with respect to such Owned Real Property; and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. Except as set forth on Schedule 3.07(b), the Owned Real Property constitutes all rent real property (other than the Leased Real Property) in which the Company or any of its Subsidiaries has an interest. (c) Schedule 3.07(c) sets forth the address and description of each parcel of real property leased by the Company or any of its Subsidiaries or which the Company or any Subsidiary has the right to use or occupy other sums than the Owned Real Property (the “Leased Real Property”) and charges due and payable by lists the leases pursuant to which the Company or its Subsidiaries as tenants thereunder are current in lease or have the right to use or occupy the Leased Real Property (the “Leases”). The Leased Real Property constitutes all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of real property leased by the Company or any such Subsidiary or, to the Knowledge of its Subsidiaries or which the Company or any such Subsidiary, Subsidiary has the landlord, exists under any right to use or occupy (other than the Owned Real Property LeaseProperty). Except as set forth on Schedule 3.07(c), (ivi) the Company or one of its Subsidiaries is Leases are binding, valid, in actual possession of each Leased Real Property full force and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease effect and applicable law, and (v) enforceable by the Company and its Subsidiaries own outright all against the parties thereto in accordance with their respective terms, subject to proper authorization and execution of such Lease by the personal property other party and the application of any Enforceability Limitations, (except for leased property ii) no party has given written notice of any intent to amend or assets for which it has a valid terminate any Lease or of any material dispute with respect to any Lease, and enforceable right to use(iii) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment leasehold interests of the Company and its Subsidiaries under the Leases are free and clear of Liens, except Permitted Liens. The Company has provided to the Purchaser, or has provided the Purchaser access through an electronic dataroom to, complete and accurate copies of each of the Leases described on Schedule 3.07(c), including all amendments and supplements thereto and all assignments and guarantees related thereto, and none of such Leases have been modified in any material respect, except to the extent that such modifications are set forth on Schedule 3.07(c). (d) Except as set forth on Schedule 3.07(d), (i) neither the Company nor any of its Subsidiaries is in breach or default in any material respect under any of the Leases, (ii) to the Company’s Knowledge, no other party is in material breach or default in any material respect under any of the Leases and (iii) to the Company’s Knowledge, no event has occurred that (with or without notice, lapse of time or both) would constitute a material breach or default under any Lease. (e) The Leased Real Property is not subject to any leases (including subleases), rights to use or occupy, rights of first refusal or options to purchase, and neither the Company nor any of its Subsidiaries has engaged any operator or manager with respect to the Leased Real Property, in each case, except as more particularly set forth on Schedule 3.07(e). (f) The Company has provided to the Purchaser copies of all such policies of title insurance, surveys and current title insurance commitments relating to any parcel of Owned Real Property or Leased Real Property that are used in the operations possession or control of their businesses are in good operating condition the Company and repairits Subsidiaries. (g) Except as set forth on Schedule 3.07(g), subject as of the date hereof, there is no pending, or to ordinary wear and tearthe Company’s Knowledge, andthreatened appropriation, subject to normal maintenance, are available for usecondemnation or like Action affecting any parcel of Owned Real Property or Leased Real Property.

Title to Properties. The (a) Except as set forth in Section 4.8(a) of the Company does not own any real property. The Disclosure Letter, the Company has heretofore made available or one of its Subsidiaries owns good and marketable title to, or holds pursuant to Parent correct valid and complete copies of all enforceable leases, subleases and other agreements (collectively, all of the "Real Property Leases") under which material personal property shown to be owned by them on the Current Balance Sheet or used by the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the futureconduct of their current business operations, any real free and clear of all Liens, except for Permitted Liens. All material personal property or facility shown to be owned by the Company and its Subsidiaries on the Current Balance Sheet have been maintained in accordance with the Company’s and its Subsidiaries’ normal practices and are in usable condition for the operation of the Company’s and its Subsidiaries’ business, ordinary wear and tear excepted. (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in b) Section 3.9 4.8(b) of the Company Disclosure LetterLetter sets forth a true, complete and correct list of all of real property shown to be owned by the Company and any of its Subsidiaries on the Current Balance Sheet (itogether with the buildings, improvements and structures located thereon and the fixtures attached or appurtenant to or used in connection therewith, the “Owned Real Property”). The Company or one of its Subsidiaries owns good and marketable title to each parcel of Owned Real Property, free and clear of all Liens, except for Permitted Liens. No Owned Real Property is subject to any sales contract, option, right of first refusal or similar agreement or arrangement with any third party. (c) Section 4.8(c) of the Company Disclosure Letter sets forth a true and complete list of each lease of premises executed by or binding upon the Company or any of its Subsidiaries as lessee, sublessee, tenant or assignee (each, a “Lease”, and collectively, the “Leases”, and the premises leased thereunder, the “Leased Real Property”). There are no leases or licenses of premises executed by or binding upon the Company or any of its Subsidiaries as lessor, sublessor or landlord (except where the Company or one of its Subsidiaries is the lessee, sublessee or tenant), nor has a valid leasehold interest the Company or any of its Subsidiaries assigned any Lease. Except as set forth in Section 4.8(c) of the Company Disclosure Letter, each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent subject to proper authorization and execution of such lease by the other party thereto and except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other sums and charges due and payable by equitable remedies. As of the date of this Agreement, neither the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or nor any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession default in any material respect under any of each such Lease, nor has any event occurred which, with notice or the passage of time, or both, would give rise to such a material default, and, to the Company’s knowledge, there has not occurred any material breach or material default under any Lease by any other party thereto. (d) The Owned Real Property and Leased Real Property together comprise all real property and interests in real property used by the Company or any of its Subsidiaries in the conduct of their current business operations. (e) No condemnation, eminent domain or similar proceeding exists, is entitled pending or, to quiet enjoyment thereof in accordance with the terms knowledge of the applicable Company, is threatened, with respect to or that could affect any Owned Real Property Lease and applicable lawor that, and (v) to the Company and its Subsidiaries own outright all knowledge of the personal property (except Company, could affect any Leased Real Property, except, in each case, for leased property or assets for such proceedings which it has a valid have not had and enforceable right would not reasonably be expected to use) which is reflected on the Balance Sheethave, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, either individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for use.

Title to Properties. The Company does not own any (1) WRI with respect to the Gas Business and the Transferred Subsidiaries, individually or together, have good and sufficient title to all of the Assets that they purport to own, including all of the properties and assets reflected in the balance sheet as of September 30, 1996, included in the Consolidated Financial Information of the Gas Business and all properties and assets purchased or otherwise acquired since September 30, 1996. Such assets are sufficient to enable WRI with respect to the Gas Business and the Transferred Subsidiaries to conduct the Gas Business as currently conducted without material interference, and, at the Closing, will be free and clear of Liens, other than Permitted Liens. WRI, with respect to the Gas Business, and the Transferred Subsidiaries, individually or together, hold under valid lease agreements all real property. The Company has heretofore made available to Parent correct and complete copies personal properties which constitute part of all the Assets or are reflected in the Consolidated Financial Information of the Gas Business as being held under capitalized leases and enjoy peaceful and undisturbed possession of such properties under such leases, subleases and other agreements (collectivelythan any properties as to which such leases will have terminated in the ordinary course of business since the date of such financial information. Neither WRI, with respect to the "Real Property Leases") Gas Business, nor any of the Transferred Subsidiaries, nor any of their predecessors has received any written notice of any adverse claim to the title to any properties owned by them or with respect to any lease under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupyproperties are held by them, now or in the future, other than any real property or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would notclaims that, individually or in the aggregate, would not have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 on the Gas Business. (2) With respect to the Gas Business, neither WRI nor any of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Transferred Subsidiaries is in actual possession violation of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (any Easement except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would notany such violations that, individually or in the aggregate, would not have a Company Material Adverse EffectEffect on the Gas Business. Except as would not have a Material Adverse Effect on the Gas Business, the plant, property and equipment all Easements in favor of the Company Gas Business are valid and its Subsidiaries that enforceable and grant the rights purported to be granted thereby and all rights necessary thereunder for the operation of the Gas Business. Except as would not have a Material Adverse Effect on the Gas Business, to the knowledge of WRI, there are used no spatial gaps in the operations Easements in favor of their businesses the Gas Business that would have a Material Adverse Effect on the Gas Business and all parts of the pipeline assets which constitute a portion of the Assets are located either on property which is owned in good operating condition and repair, fee by WRI or the Transferred Subsidiaries or on property which is subject to ordinary wear and tear, and, subject to normal maintenance, are available for usean Easement in favor of WRI or a Transferred Subsidiary.

Title to Properties. The (a) Except as set forth on Section 4.08(a) of the Seller Disclosure Letter, the Company does not Entities own any real property. The Company has heretofore made available good and marketable title to, or hold pursuant to Parent correct valid and complete copies of all enforceable leases, subleases and other agreements (collectivelyall of the material, the "Real Property Leases") under which the Company tangible personal property, used or any of its Subsidiaries uses or occupies or has the right to held for use or occupy, now or by them in the future, any real property or facility (conduct of their business that are material to the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 business of the Company Disclosure LetterEntities (taken as a whole), (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens, except for Permitted Liens except liens and Excepted Liens. (b) The real property demised by the Leases described on Section 4.08(b)(i) of record the Seller Disclosure Letter (the “Leased Real Property”) constitutes all of the real property leased by the Company Entities. Except as set forth on Section 4.08(b)(ii) of the Seller Disclosure Letter and other permitted liens and each Real Property assuming that such Lease is a valid and binding obligation of the other counterparties thereto, the Leases are in full force and effect, (ii) all rent and other sums the applicable Company Entity holds a legal, binding, valid, enforceable and charges due existing leasehold interest in each parcel or tract of real property leased by it under each such Lease, subject to proper authorization and payable execution of such lease by the other party and the application of any bankruptcy or creditor’s rights Laws. The Company has delivered or its Subsidiaries as tenants thereunder made available to Purchaser complete and accurate copies of each of the Leases described on Section 4.08(b)(i) of the Seller Disclosure Letter and none of such Leases have been modified in any material respect, except to the extent that such modifications are current in all material respects, (iii) no termination event disclosed by the copies delivered or condition or uncured default of a material nature on the part made available to Purchaser. None of the Company or Entities, and to the Seller’s Knowledge no other party to any such Subsidiary orLeases, is in default, or has delivered or received any notice of default, under any of such Leases and no event has occurred that with notice or the passage of time, or both, would constitute a default, or permit the termination, modification or acceleration of rent under any such Leases, except where such default would not reasonably be expected to be material to the Knowledge Company Entities, taken as a whole. Except as set forth on Section 4.08(b)(iii) of the Seller Disclosure Letter, (a) none of the Company Entities have subleased, licensed or otherwise granted any Person the right to use or occupy such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable lawor any portion thereof, and (vb) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment none of the Company and its Subsidiaries that are used Entities have collaterally assigned or granted any other security interest in such Leases or any interest therein. (c) Except as set forth on Section 4.08(c) of the operations Seller Disclosure Letter, none of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for usethe Company Entities own any real property.

Title to Properties. The (a) Except as specifically disclosed on SCHEDULE 2.14, the Company does not own any real property. The Company and each of its Subsidiaries has heretofore made available good and marketable title to Parent correct all of its properties and complete copies assets, free and clear of all leasesmortgages, subleases liens, restrictions or encumbrances, except in such cases as would not have a material adverse effect on the use of such properties or assets by the Company; provided, however, that SCHEDULE 2.14(a) (to be delivered at the Closing) indicates certain items of personal property currently owned by the Company that will not be transferred to the Surviving Corporation. All owned or leased real estate of the Company and other agreements (collectively, the "Real Property Leases") under its Subsidiaries is listed on SCHEDULE 2.14. A true copy of each lease to which the Company or any of its Subsidiaries uses or occupies or is a party, is listed on SCHEDULE 2.14 and has the right to use or occupy, now or in the future, any real property or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of been delivered by the Company Disclosure Letterto Parent, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent effect and other sums and charges due and payable by affords the Company or its Subsidiaries the Subsidiary, as tenants thereunder are current in all the case may be, peaceful and undisturbed possession of the subject matter of such lease. No material respects, (iii) no termination default or event or condition or uncured of default of a material nature on the part of the Company or any such Subsidiary or, to of its Subsidiaries or on the Knowledge part of the Company or any such Subsidiary, the landlordlessor, exists under any Real Property Leaselease, (iv) and neither the Company nor any of its Subsidiaries has received any notice of default under any such lease or one any indication that the owner of the leased property intends to terminate such lease. Except as specifically disclosed on SCHEDULE 2.14, the Company holds all easements, rights-of-way and other rights necessary to own, operate and maintain its physical plant (including all telephone lines) and the Company is not in breach of, or default under, any such easement, right-of-way or other right and there are not any materially burdensome limitations or obligations on the Company under any such easement, right-of-way or other right. (b) Neither the Company nor any of its Subsidiaries is in actual possession violation of each Leased Real Property and is entitled any zoning, land-use, building or safety law, ordinance, regulation or requirement or other law or regulation applicable to quiet enjoyment thereof the operation of its owned or leased properties, nor has it received any notice of violation with which it has not complied, in accordance with any case in which the terms consequences of such violation if asserted by the applicable Real Property Lease and applicable lawregulatory authority would be materially adverse with respect to the Company or such Subsidiary. All real property occupied pursuant to leases, and (v) substantially all tangible personal property owned or leased by the Company and its Subsidiaries own outright all taken as a whole and required for the purpose of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected carrying on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of its business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would notoperations, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are is in good operating condition and repair, subject to ordinary reasonable wear and teartear excepted, and, subject and no material portion of any such real or personal property has suffered any damage by fire or other casualty which has not heretofore been completely repaired and restored to normal maintenance, are available for useits original condition if and to the extent necessary or useful in the continued operation of its business.

Title to Properties. The Company does (a) Except as would not own any real property. The Company has heretofore made available reasonably be expected to Parent correct and complete copies of all leases, subleases and other agreements (collectively, the "Real Property Leases") under 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 or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would nothave, individually or in the aggregate, have a Company Tilray Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure LetterEffect, (i) Tilray and the Company Tilray Subsidiaries have good, valid and defensible title to all real property owned by Tilray or one any of its the Tilray Subsidiaries has a (collectively, the “Tilray Owned Real Property”) and valid leasehold interest estates in each parcel all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by Tilray or any of the Tilray Subsidiaries (collectively, including the improvements thereon, the “Tilray Leased Real Property Property,” and, together with the Tilray Owned Real Property, the “Tilray Real Property”) free and clear of all Liens Liens, except liens Permitted Liens, (ii) each Contract under which Tilray or any of record and other permitted liens and each the Tilray Subsidiaries is the landlord, sublandlord, tenant, subtenant or occupant with respect to Tilray Leased Real Property Lease (each, an “Tilray Real Property Lease”), to the Knowledge of Tilray, is in full force and effecteffect and is valid and enforceable against the parties thereto in accordance with its terms, (ii) all rent subject, as to enforceability, to Enforceability Exceptions, and neither Tilray nor any of the Tilray Subsidiaries, or to the Knowledge of Tilray, any other sums party thereto, has received written notice of any default under any Tilray Real Property Lease and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or there does not exist any such Subsidiary pending or, to the Knowledge of Tilray, threatened, condemnation or eminent domain proceedings that affect any of the Company or any such Subsidiary, the landlord, exists under any Tilray Owned Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Tilray Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and Property. (vb) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure as would notnot reasonably be expected to, individually or in the aggregate, aggregate have a Company Tilray Material Adverse Effect, the plant(i) there are no leases, property and equipment subleases, licenses, rights or other agreements burdening or affecting any portion of the Company Tilray Real Property , (ii) except for such arrangements solely between or among Tilray and its the Tilray Subsidiaries, there are no outstanding options or rights of first refusal or first offer in favor of any other party to purchase any Tilray Owned Real Property or any portion thereof or interest therein , (iii) neither Tilray nor any of the Tilray Subsidiaries that are is currently leasing, subleasing, licensing or otherwise granting any Person the right to use or occupy all or any portion of any Tilray Real Property and (iv) the Tilray Real Property constitutes all of the real estate used in and necessary for the operations operation of their the respective businesses are in good operating condition of Tilray and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for usethe Tilray Subsidiaries.

Title to Properties. (a) The Company does not own and each Company Subsidiary has good and valid title to all of their respective material assets and properties (including those shown on the Company Balance Sheet, except assets and properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent in all material respects with past practice), free and clear of all Encumbrances, except mortgages deeds of trust, security interests or other encumbrances on title related to indebtedness reflected on the consolidated financial statements of the Company included in the Company SEC Documents. All properties used in the operations of the Company Business are reflected on the Company Balance Sheet to the extent required under GAAP to be so reflected. (b) Schedule 3.10(b) to the Company Disclosure Letter is a complete and correct list of (i) all real property and interests in real property owned by the Company or any Company Subsidiary (each such property or interest, an “Owned Real Property”), and (ii) all material real propertyproperty and interests in real property leased by the Company or any Company Subsidiary in excess of 10,000 square feet (each such property or interest, a “Leased Real Property”). With respect to Owned Real Property, (A) the Company or the Company Subsidiary, as applicable, has good and valid fee simple title, free and clear of all Encumbrances, (B) neither the Company nor such Company Subsidiary has leased or otherwise granted to any other Person the right to use or occupy such Owned Real Property or any portion thereof, (C) there are no outstanding options, rights of first offer or rights of first refusal to purchase any such Owned Real Property or any portion thereof of interest therein, and (D) there is no condemnation or other proceeding in eminent domain pending or to the knowledge of the Company threatened, affecting such Owned Real Property or any portion thereof or interest therein. With respect to Leased Real Property, (w) the Company or the Company Subsidiary, as applicable, has a valid leasehold interest in such Leased Real Property free and clear of all Encumbrances, and (x) neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof or collaterally assigned or granted any other security interest in any such leasehold estate or any interest therein. The Company has heretofore made available delivered to Parent Acquiror true, correct and complete copies of all leases, subleases and other agreements (collectively, the "Real Property Leases") Contracts under which the Company or and/or any of its Subsidiaries Company Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any real property or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except . (c) The personal property and equipment of each of the Company and each Company Subsidiary that are necessary to the operations of their respective businesses are (in each case where operating condition subject to normal wear and tear. (d) The Company and the failure Company Subsidiaries are not in violation in any material respect of any zoning, building, safety or environmental ordinance, regulation or requirement applicable to the operation of its owned or leased real properties, except for such violations that would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of Company, nor has the Company or any such Subsidiary or, to the Knowledge of the Company or Subsidiaries received any written notice of any such Subsidiaryviolation in any material respect of any such ordinance, the landlord, exists under any Real Property Lease, (iv) the Company regulation or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance requirement with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for usenot complied.

Title to Properties. The Section 3.1(q)(i) of the Company does Disclosure Schedules lists each parcel of real property currently or formerly owned by Company or any of its Subsidiaries. Company and each of its Subsidiaries has good and valid title to all of its owned real properties and assets, free and clear of all mortgages, liens, pledges, charges, security interests, encumbrances or other adverse claims of any kind in respect of such property or asset (collectively, “Liens”), except Liens for Taxes not own yet due and payable and such Liens or other imperfections of title, if any, that, either individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect. Section 3.1(q)(ii) of the Company Disclosure Schedules lists each parcel of real property currently leased or subleased by Company or any real propertyof its Subsidiaries, with the name of the lessor and the date of the lease, sublease, assignment of the lease, any guaranty given or leasing commissions payable by Company or any Subsidiary in connection therewith and each amendment to any of the foregoing (collectively, the “Lease Documents”). The Company has heretofore made available to Parent True, correct and complete copies of all Lease Documents have been made available to Parent. All leases pursuant to which Company and each of its Subsidiaries leases from others real or personal property are valid and effective in accordance with their respective terms, and there is not, under any of such leases, subleases and other agreements (collectively, the "Real Property Leases") under which the any existing default or event of default of Company or any of its Subsidiaries uses or occupies or has or, to the right to use or occupy, now or in the futureknowledge of Company, any real property other party (or facility (the "Leased Real Property"any event which with notice or lapse of time, or both, would constitute a default), including without limitation all modificationsexcept for defaults or events of default that, amendments and supplements thereto. Except in each case where the failure would not, either individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth are not reasonably likely to result in Section 3.9 of the Company Disclosure Letter, (i) the material liability to Company or one materially disrupt or impair the conduct of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for useCompany’s business.

Title to Properties. The Company does WOGC has and, as of the Closing Date and the Additional Closing Date, as the case may be, will have good and defensible title to the Subject Interests and, with respect to each well set forth in Exhibit B to the Supplemental Agreement, by and between WOGC and the Trustee, WOGC is (i) entitled to receive not own any real property. The Company has heretofore made available to Parent correct and complete copies less than the percentage set forth in such Exhibit B as the “Net Revenue Interest” of all Minerals (as defined in the Conveyance) produced, saved and marketed from such well to which such Net Revenue Interest corresponds without reduction of such interest throughout the duration of the Conveyance, except as specifically set forth in such Exhibit B, and (ii) obligated to bear the percentage of the costs and expenses relating to the maintenance, development and operation of such well not greater than the “Working Interest” shown in such Exhibit B with respect to such well, without increase throughout the duration of the Conveyance, except as specifically set forth in such Exhibit B, subject (in each case) to the (x) Permitted Encumbrances (as defined in the Conveyance and none of which in the aggregate materially adversely affect the value of the Subject Interests and do not materially interfere with the Net Profits Interest and the Pre-Effective Time Payment or the conveyance or the use made and proposed to be made of such property by the Company and WOGC) and (y) upon conveyance of the Net Profits Interest and Pre-Effective Time Payment to the Trust pursuant to the Conveyance, the Net Profits Interest and the Pre-Effective Time Payment. All contracts, agreements and underlying leases, subleases which comprise a portion of the Subject Interests and other agreements (collectively, the "Real Property Leases") under 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 or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregateaggregate are material to the Subject Interests taken as a whole, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is are in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment of the Company and its Subsidiaries WOGC, as applicable, has paid all rents and other charges or amounts to the extent due and payable thereunder, is not in default under any of such underlying contracts, agreements or leases, has received no notice of default from any other party thereto and knows of no material default by any other party thereto. The working interests and net revenue interests in oil, gas and mineral leases and mineral interests that are used constitute a portion of the Subject Interests held by WOGC reflect in all material respects the operations right of their businesses are in WOGC to own, operate and receive production from such Subject Interests, and the care taken by the Company and WOGC with respect to acquiring or otherwise procuring such leases and mineral interests was generally consistent with standard industry practices for acquiring or procuring leases and interests therein to develop and produce such for hydrocarbons. Upon recordation and filing of the Conveyance, the Trust will have good operating condition and repairdefensible title to the Net Profits Interest and the Pre-Effective Time Payment, subject to ordinary wear free and tearclear of all liens, andencumbrances and defects, subject to normal maintenance, are available for useexcept Permitted Encumbrances.

Title to Properties. The Company does not own any real property. The Company has heretofore made available to Parent correct and complete copies of all leases, subleases and other agreements (collectively, the "Real Property Leases") under 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 or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, (i) the The Company or one and each of its Subsidiaries subsidiaries has a good and marketable title to, or valid leasehold interest in each parcel of Leased Real Property free and clear of interests in, all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property material properties and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (assets except for leased property such material properties and assets as are no longer used or assets for which it has a valid and enforceable right to use) which is reflected on useful in the Balance Sheet, except for property since sold conduct of its businesses or otherwise as have been disposed of in the ordinary course of business and consistent with past practice and except for liens of record defects in title, easements, restrictive covenants and other permitted liens. Except where the failure would not, similar encumbrances that individually or in the aggregate, aggregate could not reasonably be expected to have a material adverse effect on the Company. All such material assets and properties, other than assets and properties in which the Company Material Adverse Effector any of its subsidiaries has a leasehold interest, are free and clear of all Liens, except for Liens that individually or in the plant, property and equipment aggregate could not reasonably be expected to have a material adverse effect on the Company. (ii) Each of the Company and its Subsidiaries subsidiaries has complied in all material respects with the terms of all material leases to which it is a party and under which it is in occupancy, and all such leases are in full force and effect, except for such instances of noncompliance or failures to be in full force and effect that are used individually or in the operations aggregate could not reasonably be expected to have a material adverse effect on the Company. The Company and its subsidiaries enjoy peaceful and undisturbed possession under all such material leases, except for failures to do so that individually or in the aggregate could not reasonably be expected to have a material adverse effect on the Company. (iii) Neither the Company nor any of their businesses are its subsidiaries holds any fee or other ownership interest in good operating condition any real property. Section 3.01(o)(iii) of the Company Disclosure Schedule sets forth a complete list of all real property and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for useinterests in real property leased by the Company.

Title to Properties. The Company does not own any (a) Title. Western Resources has good and sufficient title to all of the KPL Assets, including all of the properties and assets reflected in the KPL Balance Sheet and all properties and assets purchased or otherwise acquired since December 31, 1997. Such assets are sufficient to enable Western Resources to conduct the KPL Business as currently conducted without material interference, and, as of the date hereof, are free and clear of Liens other than Permitted Liens (in each case as defined below). Western Resources holds under valid lease agreements certain real property. The Company has heretofore made available to Parent correct and complete copies personal properties which constitute part of all the KPL Assets or are reflected in the KPL Balance Sheet, and enjoys peaceful and undisturbed possession of such properties under such leases, subleases and other agreements (collectivelythan any properties as to which such leases will have terminated in the ordinary course of business since the date of such filing. As of the date hereof, with respect to the "Real Property Leases") under which the Company or KPL Business, neither Western Resources nor any of its Subsidiaries uses predecessors has received any written notice of any adverse claim to the title to any properties owned by them or occupies or has the right with respect to use or occupyany lease under which any properties are held by them, now or in the future, other than any real property or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would notclaims that, individually or in the aggregate, would not have a Company Material Adverse Effect material adverse effect on the KPL Business. For the purposes of this Section 7.20, the term "Lien" shall mean any mortgage, pledge, security interest, encumbrance, lien, claim, condition, equity interest, option, right of first refusal, charge or except as otherwise set forth in Section 3.9 restriction of any kind (including any agreement to give any of the Company Disclosure Letterforegoing), any conditional sale or other title retention agreement, any lease in the nature thereof or the filing of or agreement to give any financing statement under the Uniform Commercial Code of any jurisdiction. For purposes of this Section 7.20, the term "Permitted Liens" shall mean (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free Liens for taxes and clear of all Liens except liens of record assessments, general and other permitted liens special, not yet due and each Real Property Lease is in full force payable, and effect, (ii) all rent Liens, encumbrances and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature defects existing on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected properties on the Balance Sheet, except for property since sold date hereof or otherwise disposed of which arise in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would notKPL Business or which, individually or in the aggregate, have a Company Material Adverse Effectdo not and will not materially interfere with or impair the continued ownership, the plantpossession, property and equipment use or operation of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for useKPL Assets.

Title to Properties. The (a) Except for such inaccuracies as are not material, Section 3.15(a) of the Company does not own any real property. The Company has heretofore made available to Parent correct Disclosure Schedule sets forth, as of the date hereof, a true and complete copies list of all leasesreal property owned by the Company and its Subsidiaries (the “Owned Real Property”), subleases identifying the owner and other agreements address thereof. (collectivelyb) Except for such inaccuracies as are not material, Section 3.15(b) of the "Real Property Leases") under Company Disclosure Schedule sets forth, as of the date hereof, a true and complete list of all real property which the Company or any of its Subsidiaries uses leases, subleases, licenses or otherwise occupies pursuant to leases or has subleases (the right to use “Leases”), excluding (i) real property which is the subject of leases, licenses or occupy, now other occupancy agreements with an annual rent of less than $25,000 and a term of less than one (1) year or (ii) miscellaneous facilities primarily utilized in the futuredistribution business of the Company, any mainly for seasonal storage, in the case of (i) and (ii) which are not material to the business of the Company and its Subsidiaries as presently conducted (the real property or facility (covered by the "Leases, the “Leased Real Property"”). Neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person (other than pursuant to this Agreement) any right to occupy or possess any part of the Real Property, other than leases, licenses or other occupancy agreements which are seasonal in nature or which may be terminated by the lessor on not more than 60 days’ notice, and except as set forth in Section 3.15(b) of the Company Disclosure Schedule (any agreement providing for any lease or grant, a “Lessor Lease”). True and complete copies of the Leases and Lessor Leases have been provided or made available to Parent prior to the date hereof, and such Leases and Lessor Leases have not been amended or modified since that date except as would not be material to the operation of the businesses of the Company and its Subsidiaries taken as a whole as presently conducted. The Leased Real Property and the Owned Real Property are hereinafter collectively referred to as the “Real Property”. (c) The Company and each of its Subsidiaries has good, valid and marketable fee simple title to the Owned Real Property and valid leasehold or sublease interests or other comparable contract rights (including without limitation licenses) in or relating to the Leased Real Property, free and clear of all modificationsLiens, amendments easements, covenants, encroachments and supplements thereto. Except other encumbrances and title defects, except (A) for the senior secured credit facility with General Electric Capital Corporation and all mortgages, deeds of trust and security agreements in each case where the failure connection therewith, (B) for Permitted Liens and (C) as would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free Effect. Each Lease and clear of all Liens except liens of record and other permitted liens and each Real Property Lessor Lease is valid and in full force and effect, (ii) all rent effect and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) is enforceable in accordance with its respective terms with respect to the Company or one its Subsidiaries, as applicable, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws relating to or affecting the rights and remedies of its Subsidiaries is creditors generally and to general principles of equity (regardless of whether considered in actual possession of each Leased Real Property a proceeding in equity or at law), and is entitled except (i) to quiet enjoyment thereof the extent that such Lease or Lessor Lease has previously expired or been terminated in accordance with its terms or (ii) as would not have, individually or in the terms aggregate, a Material Adverse Effect. To the Knowledge of the applicable Company, neither the Company nor any of its Subsidiaries, nor, to the Company’s Knowledge, any counterparty to any Lease and Lessor Lease, has violated any material provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both (except with respect to such counterparties), would constitute a default under the provisions of any Lease or Lessor Lease, except in each case for those violations and defaults which would not have, individually or in the aggregate, a Material Adverse Effect. (d) All material buildings, structures, and improvements included in the Real Property Lease and applicable law, and (v) are reasonably sufficient for the operation of the business of the Company as presently conducted, subject to reasonable wear and its Subsidiaries own outright all tear and damage by casualty, the elements and acts of God and subject to replacements and upgrades of fixed assets consistent with the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold Company’s capital expenditures budget or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure as would notnot have, individually or in the aggregate, have a Company Material Adverse Effect. (e) Subject to any Lessor Leases and provisions thereof, neither the plantCompany nor any of its Subsidiaries is a party to or obligated under any option, property and equipment right of first refusal or other contractual right to sell, dispose of or lease to others any of the Owned Real Property or any portion thereof or material interest therein to any Person (other than pursuant to this Agreement). Except as disclosed in Section 3.15(e) of the Company and Disclosure Schedule or as may be disclosed in any Leases, neither the Company nor any of its Subsidiaries that is a party to any agreement or option pursuant to which they are used obligated to purchase any real property or interest therein. (f) The Company has not received written notice and has no Knowledge of any pending or threatened condemnation proceeding affecting the Owned Real Property or any material part thereof, except as would not have, individually or in the operations aggregate, a Material Adverse Effect. (g) Section 3.15(g) of their businesses are the Company Disclosure Schedule sets forth, as of the date hereof, a list that is true and complete in good operating condition all material respects of all locations where the Company or any of its Subsidiaries operates a facility or collection of related facilities (each, an “Operating Unit”), identifying whether each such Operating Unit is primarily wholesale or retail and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for usethe zip code of the primary facility in such Operating Unit.

Title to Properties. The (i) Section 4.1(o)(i) of the Company does not own any real property. The Company has heretofore made available to Parent correct Disclosure Letter sets forth the address and complete copies description of all leases, subleases and other agreements (collectively, the "Real Property Leases") under which material real property owned by the Company or any Subsidiary of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property or facility Company (the "Leased “Owned Real Property"”), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would notfor matters that, individually or in the aggregate, would not have a Company Material Adverse Effect Effect, taken as a whole, the Company or except as otherwise set forth in Section 3.9 a Subsidiary of the Company Disclosure Letter(as the case may be) has good and marketable fee simple title to all Owned Real Property, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens Liens, except liens Company Permitted Liens. (ii) Section 4.1(o)(ii) of record the Company Disclosure Letter contains a list of all material real property leased or subleased by the Company or any Subsidiary of the Company, and a true and complete list of all leases or subleases of the real property set forth in Section 4.1(o)(ii) of the Company Disclosure Letter (each such lease or sublease, including all amendments, extensions, renewals, guaranties and other permitted liens and each agreements with respect thereto, a “Company Real Property Lease”). Each Company Real Property Lease is valid, binding, enforceable and in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid such failures to be in full force and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would noteffect that, individually or in the aggregate, would not have a Company Material Adverse Effect, the plant, property . The Company has delivered to Parent and equipment Merger Sub a true and complete copy of each Company Real Property Lease. None of the Company or any Subsidiary of the Company has received written notice of default under any Company Real Property Lease by the Company or any of its Subsidiaries, and no event has occurred that with the lapse of time or the giving of notice or both, would constitute a default thereunder by the Company or any of its Subsidiaries that are used Subsidiaries, in each case except as, individually or in the operations of their businesses are in good operating condition and repairaggregate, subject to ordinary wear and tear, and, subject to normal maintenance, are available for usewould not have a Company Material Adverse Effect.

Title to Properties. The Company does Holdings and each of its Subsidiaries (after giving effect to the use of proceeds from the sale and issuance of the Notes) have (i) good and marketable fee simple title to their respective real Properties (other than real Properties which are leased from others), subject to no Lien of any kind except Permitted Liens, and (ii) good title to all of their other respective Properties and assets (other than Properties and assets leased from others), subject to no Lien of any kind except Permitted Liens. Holdings and each of its Subsidiaries have possession, not own subject to encumbrances which materially affect the rights of the lessee thereunder, under all leases under which they are lessees (subject to the rights of sublessees, in their capacities as sublessees under subleases entered into in the ordinary course of the Borrower’s business), whether of realty or personalty, to which they respectively are parties, none of which contains any real property. The Company has heretofore made available to Parent correct unusually burdensome provisions, and complete copies all such leases are the legal, valid and binding obligations of all leases, subleases and other agreements (collectivelythose of Holdings, the "Real Property Leases") Borrower and their Subsidiaries which are parties thereto and, to the knowledge of Holdings and the Borrower, the other parties thereto and each is subsisting and in full force and effect. Neither Holdings nor any of its Subsidiaries is in material breach or violation of the terms of any such lease, and neither Holdings nor the Borrower knows of any material breach or violation of any of such lease by any third party. Each of the leases under which the Company Holdings or any of its Subsidiaries uses is a lessee is in substantially the form of Exhibit E hereto, if IHOP Realty is the lessor. Each such lease is the legal, valid and binding obligation of Holdings or occupies of the Subsidiary of Holdings which is the lessee thereunder and IHOP Realty. Neither Holdings nor the Borrower is aware of the existence of a material breach or has default under any such lease, and each such lease is in full force and effect on the right Closing Date. Each lease or sublease under which Holdings or any of its Subsidiaries is lessor or sublessor is free of unusually burdensome provisions and all such leases and subleases are the legal, valid and binding obligations of those of Holdings, the Borrower and their Subsidiaries which are parties thereto and, to use the knowledge of Holdings and the Borrower, the other parties thereto and each is, to the knowledge of Holdings and the Borrower, subsisting and in full force and effect. Neither Holdings nor any of its Subsidiaries is in material breach or occupyviolation of the terms of any such lease, now and neither Holdings nor the Borrower knows of any breach or in the futureviolation of any such lease by any third party, any real property which breach or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would notviolation could be expected to have, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for use.

Title to Properties. The Company does not own (a) Each of the Acquired Companies owns good and valid title to, or holds a valid leasehold interest in, all of the material tangible personal property used by it in the conduct of its business, free and clear of all Liens, except for Permitted Liens. Each such item of material tangible personal property is in all material respects in operable condition and repair, subject to normal wear and tear, ongoing repairs or refurbishments in the ordinary course and obsolescence in the ordinary course. (b) None of the Acquired Companies owns any real property. (c) Schedule 5.07(c) contains a list of all real property leased or subleased by each of the Acquired Companies as of the date hereof (the “Leased Real Property”). The Company has heretofore made available Acquired Companies have delivered to Parent Buyer a true, correct and complete copies copy of all leases, subleases and other agreements (collectively, the "underlying lease with respect to each parcel of Leased Real Property Leases") under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy(each, now or in the future, any real property or facility (the "Leased Real Property"a “Lease”). Except as set forth on Schedule 5.07(c), including without limitation all modifications, amendments and supplements thereto. Except in with respect to each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, Leases: (i) to the Company’s knowledge, either the Company or one of its Subsidiaries has a valid and enforceable leasehold interest in each parcel or tract of real property leased by any Acquired Company; (ii) none of the Acquired Companies have received written notice of any existing or potential material defaults thereunder by such Acquired Company (as applicable) nor, to the Company’s knowledge, are there any existing material defaults by the lessor thereof; and (iii) to the Company’s knowledge, no event has occurred that (with notice, lapse of time or both) would constitute a material breach or default thereunder by any of the Acquired Companies (as applicable) or, to the Company’s knowledge, any other party thereto. The present use and operation of the Leased Real Property free is authorized by, and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effectcompliance with, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) all applicable zoning, land use, building and fire Laws and other legal requirements. Except for Permitted Liens, there are no termination event subleases, licenses, occupancy agreements or condition other contractual obligations pursuant to which an Acquired Company has granted the right of use or uncured default occupancy of a material nature on the part any of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property to any Person other than the Acquired Companies, and there is entitled to quiet enjoyment thereof no Person in accordance with the terms possession of any of the applicable Leased Real Property Lease and applicable lawother than the Acquired Companies. No Acquired Company is party to any contract or subject to any claim that may require the payment of any real estate brokerage commissions, and (v) the Company and its Subsidiaries own outright all no commission is owed with respect to any of the personal property Leased Real Property. (except for leased property d) There are no outstanding options or assets for other contractual rights to which it has an Acquired Company is a valid and enforceable party to purchase, sell or lease, or rights of first refusal to purchase, sell or lease the Leased Real Property or any portion thereof or interests therein or contracts relating to the right to usereceive any portion of the income or profits from the sale thereof. None of the Acquired Companies has any contractual obligation, nor has entered into any contract, to purchase or sell any real property. (e) which is reflected The Acquired Companies have not received any written notice of existing, pending or threatened (i) condemnation proceedings affecting the Leased Real Property, or (ii) zoning, building code or other moratorium proceedings, or similar matters, that would reasonably be expected to materially and adversely affect the ability to operate the Leased Real Property 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. (f) All of the buildings, fixtures, structures and other improvements constituting the Leased Real Property are in good order, working condition and repair, suitable for the conduct of the business of the Acquired Companies, and there are no impediments on the Balance Sheet, except ability to use the Leased Real Property for property since sold or otherwise disposed of its intended purpose in the ordinary course of business business. (g) The existing uses of the Leased Real Property comply in all material respects with all applicable Laws. The Acquired Companies have not made any application for a re-zoning of any Leased Real Property, and consistent with past practice and except for liens of record and other permitted liens. Except where to the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment knowledge of the Company there is no proposed or pending change to any zoning Laws affecting any Leased Real Property. (h) The Leased Real Property is serviced by all private and its Subsidiaries public utility services that are used in necessary for the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, the business on the Leased Real Property and, subject to normal maintenancethe Company’s knowledge, there are available for useno facts, circumstances or conditions that are reasonably likely to result in the termination of such connections.

Title to Properties. The (i) Except as, individually or in the aggregate, would not have a Material Adverse Effect, each of the Company does and its Subsidiaries has good title to, or valid leasehold interests in, all of its real property and personal property except for such as are no longer used or useful in the conduct of its business or as have been disposed of in the ordinary course of business. All such real property and personal property are free and clear of all Liens, except for (A) mechanics’, carriers’, workmen’s, repairmen’s, warehousemen’s or other like Liens arising or incurred in the ordinary course of business relating to obligations that are not own delinquent or that are being contested in good faith by the Company or any of its Subsidiaries, (B) Liens for Taxes, assessments and other governmental charges that are not yet due and payable or that are being contested in good faith through appropriate proceedings that have been adequately provided for if required in accordance with GAAP, (C) easements, covenants, rights-of-way and other encumbrances or restrictions and other imperfections in title that, individually or in the aggregate, would not reasonably be expected to impair the continued use and operation of the assets to which they relate as currently conducted, (D) zoning, building and other similar codes and regulations, (E) Liens that have been placed by any developer, landlord or other third party on any real property. The Company has heretofore made available to Parent correct and complete copies of all leases, subleases and other agreements (collectively, the "Real Property Leases") under property in which the Company or any of its Subsidiaries uses has a leasehold interest and subordination or occupies similar agreements relating thereto, (F) any conditions that may be shown by a current, accurate survey or has the right to use or occupy, now or in the future, physical inspection of any real property or facility and (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would notG) Liens that, individually or in the aggregate, would not have a Company Material Adverse Effect (collectively, “Permitted Liens”). (ii) Section 3.01(o)(ii)(A) of the Company Disclosure Letter contains a list of all material real property owned by the Company or except as otherwise any Subsidiary of the Company, and Section 3.01(o)(ii)(B) of the Company Disclosure Letter contains a list of all material real property leased or subleased by the Company or any Subsidiary of the Company. Each of the leases or subleases of the real property set forth in Section 3.9 3.01(o)(ii)(B) of the Company Disclosure Letter, Letter (i) the Company or one of its Subsidiaries has each a valid leasehold interest in each parcel of Leased “Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease Lease”) is in full force and effect, (ii) all rent except for such failures to be in full force and other sums and charges due and payable by effect that, individually or in the Company or its Subsidiaries as tenants thereunder are current in all material respectsaggregate, (iii) no termination event or condition or uncured default of would not have a material nature on the part Material Adverse Effect. None of the Company or any such Subsidiary of the Company has received written notice of default under any Real Property Lease by the Company or any of its Subsidiaries and, to the Knowledge of the Company, there is no default by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both, would constitute a default thereunder by the Company or any of its Subsidiaries or, to the Knowledge of the Company or Company, by any such Subsidiaryother party, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (case except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would notas, individually or in the aggregate, would not have a Company Material Adverse Effect, the plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for use.

Title to Properties. (a) The Company or its Subsidiary has sufficient title to, or hold pursuant to valid and enforceable leases or other comparable contract rights, all of the material tangible personal property and other material tangible assets owned by the Company or its Subsidiary as of the date hereof, in each case free and clear of any Liens (other than Permitted Liens), except where the failure to do so would not have a Company Material Adverse Effect. To the Company’s Knowledge, all such items of tangible personal property are in operating condition and repair (ordinary wear and tear excepted) and have been maintained in accordance with normal industry practices, except where the failure to be in such condition or to be maintained would not constitute a Company Material Adverse Effect. (b) The Company does not own any real property. The Company has heretofore made available to Parent correct and complete copies of all leases, subleases and other agreements (collectively, the "Real Property Leases") under 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 leased real property or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth described in Section 3.9 3.11(b) of the Company Disclosure LetterLetter (the “Company Real Property”) constitutes all of the real property used, (i) the Company occupied or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable leased by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure as would not, individually or in the aggregate, not have a Company Material Adverse Effect, the plant, property and equipment of (i) the Company Real Property leases are in full force and its Subsidiaries that are used effect, and the Company holds a valid and existing leasehold interest in the operations Company Real Property under each such applicable lease, (ii) neither the Company nor its Subsidiary, to the Company’s Knowledge, any other party to the applicable the Company Real Property leases is in default under any of their businesses are such leases, and (iii) no event has occurred, which, if not remedied, would result in good operating condition and repair, subject to ordinary wear and teara default by the Company under the Company Real Property leases, and, subject to normal maintenancethe Company’s Knowledge, are available for useno event has occurred which, if not remedied, would result in a default by any party other than the Company or its Subsidiary under the Company Real Property leases.

Title to Properties. (a) The Company does not own any real property. The and each Company Subsidiary has heretofore made available good and valid title to Parent correct all of their respective tangible assets and complete copies personal properties (including those shown on the Company Balance Sheet, except assets and personal properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all leasesEncumbrances, subleases except (a) Permitted Encumbrances, and (b) mortgages deeds of trust, security interests or other agreements (collectively, encumbrances on title related to indebtedness reflected on the "Real Property Leases") under which consolidated financial statements of the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or included in the future, any real property or facility Company SEC Documents. All properties used in the operation of the Company Business are reflected on the Company Balance Sheet to the extent required under GAAP to be so reflected. (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. b) Except in each case where the failure as would notnot reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such SubsidiaryCompany, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the tangible personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment of each of the Company and its Subsidiaries each Company Subsidiary that are used in the operations of their respective businesses are (i) reasonably suitable for the uses to which they are currently employed, (ii) in good reasonable operating condition and repair, subject to ordinary normal wear and tear, and(iii) maintained in the ordinary course of business consistent with past practice, (iv) to the knowledge of the Company, free from any material defects, and (v) to the extent leased, subject to normal maintenancea valid, fully effective lease that affords the Company or such Company Subsidiary peaceful and undisturbed leasehold possession of the personal property that is the subject of the lease. (c) Schedule 3.10(c)-1 of the Company Disclosure Letter sets forth, as of the Agreement Date, a complete and correct list of all real property and interests in real property currently owned by the Company or any Company Subsidiary (each, an “Owned Real Property”). Schedule 3.10(c)-2 of the Company Disclosure Letter sets forth, as of the Agreement Date, (i) a true and complete list of all real property leased, subleased or otherwise occupied by the Company or any Company Subsidiary that either alone, or grouped with other real property leased, subleased or otherwise occupied by the Company or any Company Subsidiary in the same geographic location and use, consists of 50,000 square feet or more (each, a “Leased Real Property”), (ii) the address for each Leased Real Property, and (iii) the rent amounts payable by the Company or the Company Subsidiary related to such Leased Real Property as of the date set forth in such schedule. All of the leases, subleases and other agreements with respect to the Leased Real Property are available referred to herein as “Lease Agreements.” Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, no Owned Real Property or Lease Agreement is subject to any Encumbrance other than Permitted Encumbrances, including any mortgage, pledge, lien, encumbrance, sublease, assignment, license or other agreement granting to any third party any interest in such Owned Real Property or Lease Agreement or any right to the use or occupancy of any Owned Real Property or Leased Real Property. With respect to each Owned Real Property or Leased Real Property, neither the Company nor any Company Subsidiary has subleased, licensed or otherwise granted anyone a right to use or occupy such Owned Real Property or Leased Real Property, as applicable, or any material portion thereof. The Company and the Company Subsidiaries enjoy peaceful and undisturbed possession of the Owned Real Property and the Leased Real Property, except where the failure to have such possession would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (d) To the knowledge of the Company, the Company and the Company Subsidiaries are not in violation of any zoning, building, safety or environmental ordinance, regulation or requirement applicable to the operation of the Owned Real Property or Leased Real Property, except for usesuch violations that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, nor to the knowledge of the Company, has the Company or any of the Company Subsidiaries received any notice of violation of any such ordinance, regulation or requirement with which it has not complied. (e) For the avoidance of doubt, the representations and warranties set forth in this Section 3.10 do not apply to Intellectual Property, which matters are addressed in Section 3.14.

Title to Properties. The (a) Except as set forth on the Liens Schedule, each of the Company does not own any real property. The Company has heretofore made available and its Subsidiaries owns good title to, holds pursuant to Parent correct valid and complete copies of all enforceable leases, subleases and other agreements (collectively, or uses pursuant to valid licenses all of the "Real Property Leases") under which the Company or any of tangible personal property used by it in its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property or facility respective business (the "Leased Real “Personal Property"”), including without limitation all modificationspersonal property shown to be owned, amendments and supplements thereto. Except in each case where leased or licensed by it on the failure would notLatest Balance Sheet or acquired, individually leased or in licensed by it since the aggregatedate thereof, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens Liens, except liens for Permitted Liens, except for assets disposed of record by the Company or any Subsidiary in the ordinary course of business consistent with past practices since the date of the Latest Balance Sheet. (b) The attached Owned Real Property Schedule sets forth the address of all real property (collectively, the “Owned Real Property”) owned by the Company or any Subsidiary, all of which Owned Real Property is used in the business of the Company and other permitted liens its Subsidiaries. The Company has good and marketable fee simple title to each parcel of Owned Real Property, free and clear of all Liens, except Permitted Liens. Since the date of the Latest Audited Balance Sheet, the Company has not received notice of any pending or threatened condemnation proceeding in respect of the Owned Real Property. Except for the Owned Real Property, neither the Company nor any Subsidiary has, at any time since January 1, 2008, owned any real property. (c) The attached Leased Real Property Schedule sets forth the address of all real property currently leased by the Company or any Subsidiary (the “Leased Real Property”), and each lease by which the Company or Subsidiary, as applicable, leases the Leased Real Property (the “Real Property Leases”). Except as set forth on the Leased Real Property Schedule, each Real Property Lease is in full force and effect, (ii) all rent effect and other sums is a valid and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part binding obligation of the Company or any such Subsidiary orSubsidiary, as applicable, and, to the Knowledge Company’s Knowledge, the applicable lessor, subject to the application of any bankruptcy or creditor’s rights laws. The Company has delivered or made available to Buyer true and complete copies of each of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, Leases (ivincluding all amendments thereto) as in effect on the Closing Date. Neither the Company or one nor any of its Subsidiaries is in actual possession default in any material respect under any of the Real Property Leases and, to the Company’s Knowledge, each of the other parties thereto is not in default in any material respect of any of its obligations thereunder. (d) To the Knowledge of the Company, the Owned Real Properties and the Leased Real Property and is entitled to quiet enjoyment thereof in accordance with Properties, including the terms of the applicable Real Property Lease and applicable lawbuildings, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheetplants, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property structures and equipment of the Company and its Subsidiaries that are used in the operations of their businesses located thereon or contained therein, are in good operating condition and repaircondition, subject to ordinary wear and teartear excepted, and, subject and are adequate for the uses to normal maintenance, which they are available for usebeing put.

Title to Properties. The Company does not own any real property. The Company has heretofore made available to Parent Buyer correct and complete copies of all material leases, subleases and other agreements (collectively, the "Real Property LeasesREAL PROPERTY LEASES") under 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 or facility (the "Leased Real PropertyLEASED REAL PROPERTY"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable lawLease, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for usepractice.

Title to Properties. (a) The Company does not and its Subsidiaries own any good and marketable title to, or hold a valid and enforceable leasehold interest in, all of the material personal property used by them in the conduct of their business, free and clear of all Liens, except for Permitted Liens and Liens that will be terminated at or prior to the Closing. Each such item of material personal property is, to the Sellers’ knowledge, free from defects (patent or latent) and is in all material respects in operable condition and repair, subject to normal wear and tear, ongoing repairs or refurbishments in the ordinary course and obsolescence and is suitable for the purposes for which it is presently used by the Company or its Subsidiaries’ businesses. (b) The Leased Real Property Schedule contains a list of all material real propertyproperty leased by the Company and its Subsidiaries (the “Leased Real Property”). The Company has heretofore made available delivered to Parent correct Purchaser a true and complete copies copy of all leases, subleases and other agreements (collectively, the "underlying lease with respect to each parcel of Leased Real Property Leases") under which (each, a “Lease”). Except as set forth on 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 or facility (the "Leased Real Property")Property Schedule, including without limitation all modifications, amendments and supplements thereto. Except in with respect to each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, Leases: (i) either the Company or one (1) of its Subsidiaries has a valid and enforceable leasehold interest in each parcel or tract of Leased Real Property free real property leased by it (subject to proper authorization and clear execution by the other party thereto and subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights or to general principles of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, equity); (ii) all rent and other sums and charges due and payable neither the Company nor any of its Subsidiaries has received written notice of any existing defaults thereunder by the Company or its Subsidiaries (as tenants thereunder applicable) nor, to the Sellers’ knowledge, are current in all material respects, there any existing defaults by the lessor thereof; and (iii) no termination event has occurred which (with notice, lapse of time or condition both) would constitute a breach or uncured default of a material nature on the part of thereunder by the Company or any such Subsidiary its Subsidiaries (as applicable) or, to the Knowledge Sellers’ knowledge, any other party thereto. (c) Except as set forth on the Owned Real Property Schedule, neither the Company nor any of its Subsidiaries owns any real property (the “Owned Real Property”). With respect to each parcel of real property listed on the Owned Real Property Schedule and except as set forth on such Owned Real Property Schedule: (i) either the Company or a Subsidiary of the Company or any owns good and marketable fee simple title to such Subsidiaryparcel of real property, free and clear of all Liens, other than (A) matters which are disclosed on the landlordsurveys provided to the Purchaser prior to the date of this Agreement for each parcel of real property, exists under any (B) public rights of way, roads and highways, (C) other encumbrances and exceptions set forth on the Owned Real Property LeaseSchedule, (D) Liens to be discharged on or before Closing, and (E) Permitted Liens; (ii) there are no leases, subleases, licenses, concessions or other agreements entered into by or, to the Sellers’ knowledge, otherwise binding upon the Sellers that grant to any party or parties the right of use or occupancy of any portion of such parcel of real property other than those constituting Permitted Liens granted by the Sellers; (iii) there are no outstanding options or rights of first refusal granted by or, to the Sellers’ knowledge, otherwise binding upon the Sellers to purchase such parcel of real property, any portion thereof or interest therein; and (iv) neither the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has nor a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment Subsidiary of the Company has received written notice that the current use and occupancy of the Owned Real Property or the operation of the Company’s and its Subsidiaries that are used Subsidiaries’ businesses as currently conducted thereon violate any applicable zoning Law, easement, servitude, covenant, condition, restriction or similar provision in any instrument of record or, to the operations of their businesses are in good operating condition and repairSellers’ knowledge, subject to ordinary wear and tear, and, subject to normal maintenance, are available for useany unrecorded agreement affecting the Owned Real Property.

Title to Properties. Except as otherwise disclosed in Section 4.8 of ------------------- the GA disclosure Schedule, (i) GA has good and marketable title to all of its properties and assets, real and personal, tangible and intangible; (ii) such properties and assets referred to in clause (i) of this Section are free and clear of all liens and encumbrances of any character whatsoever, except of the lien of Taxes not yet due and payable; (iii) GA has valid and enforceable leases with respect to the Leased Premises, has performed all the obligations required to be performed by it under said leases and possesses and quietly enjoys said premises under said leases, and such premises are not subject to any liens, encumbrances, easements, rights of way, 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 GA. GA has not has received notice of violation of any applicable zoning regulation, ordinance or other law, order, regulation or requirement relating to the operations of the Leased Premises, and GA knows of no such violation. GA has not received notice of any pending or threatened condemnation proceedings relating to any of the Leased Premises, and to the best knowledge of GA, there are no such pending or threatened proceedings. The Company tangible properties and equipment owned, operated or leased by GA are in good operating condition, ordinary wear and tear excepted, and, to the best knowledge of GA, are in conformity in all material respects with all applicable laws, ordinances, orders, regulations and other requirements (including applicable zoning, environmental, occupational safety and health laws and regulations) presently in effect or presently scheduled to take effect. GA does not own any of the buildings, plants or structures located on the Leased Premises or any other real property and is not a party to any contract, and does not hold any options, for the purchase of any real property. The Company has heretofore made available tangible properties and equipment owned, operated or leased by GA and the real property leased by GA are all the tangible and real properties necessary to Parent correct and complete copies of all leases, subleases and other agreements (collectively, operate the "Real Property Leases") under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or GA Business in the future, any real property or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable manner currently operated by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for useGA.

Title to Properties. The Company does not own any real property. The Company has heretofore made available to Parent Condition of Assets. (a) Schedule 3.18(a) sets forth a true, correct and complete copies list, as ---------------- of the date hereof, by location of all leases, subleases and other agreements (collectively, of the "Real Property Leases") under which the real property owned by 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 or facility (the "Leased Real Owned Property"), including without limitation the -------------- name of the owner thereof. All Owned Property is located in the United States and, except as set forth on Schedule 3.18(a), is owned by the ---------------- Company or one of its wholly owned Subsidiaries free and clear of all modificationsLiens except for Permitted Liens. There are no rights of first refusal or other options to purchase any parcel of Owned Property or any portion or interest therein. (b) None of the real property leased by the Company (the "Leased ------ Property") is material to the Company and its Subsidiaries taken as a -------- whole. The Company or such Subsidiary is the owner and holder of all the leasehold estates purported to be granted by such leases. (c) The Leased Property and the Owned Property constitute all real property used or occupied by the Company or any Subsidiary of the Company. (d) To the knowledge of the Company, amendments the Company and supplements theretoeach Subsidiary has good and marketable title to, or valid leasehold interests in, all its material properties and assets except for such as are no longer used in the conduct of its businesses or as have been disposed of in the ordinary course of business. Except in each case where the failure would notAll such assets and properties are free and clear of all Liens except for Liens that, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of do not interfere with the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part ability of the Company or any Subsidiary to conduct its business as currently conducted and do not materially adversely affect the value of, or the ability to sell such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, assets and properties. (ive) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property The material personal properties and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are in reasonably good repair and operating condition and repaircondition, subject to ordinary wear and tear, and, subject to normal maintenance, tear excepted and are available sufficient for usethe conduct of the business of the Company and Subsidiaries as presently conducted.

Title to Properties. The Company does At each Delivery Date, each of the Alliance Parties and the Alliance MLP Parties will have good and indefeasible title to all real property and good title to all personal property described in the most recent Preliminary Prospectus as being owned by them, except (i) as described in the most recent Preliminary Prospectus and (ii) such as do not own any materially interfere with the use of such properties taken as a whole as they have been used in the past and are proposed to be used in the future as described in the most recent Preliminary Prospectus; and all real propertyproperty and buildings held under lease or license by the Alliance Parties and the Alliance MLP Parties are held by them under valid and subsisting and enforceable leases or licenses with such exceptions as do not materially interfere with the use of such properties taken as a whole as they have been used in the past and are proposed to be used in the future as described in the most recent Preliminary Prospectus. The Company has heretofore made available to Parent correct and complete copies For purposes of all leases, subleases and other agreements (collectivelythis Underwriting Agreement, the "Real Property Leases") under which the Company or any of its Subsidiaries uses or occupies or has the right phrase “good and indefeasible title” to use or occupyall real property shall mean, now or in the future, with respect to any real property or facility (interest, and subject to the "Leased Real Property")terms, including without limitation all modificationsconditions, amendments and supplements thereto. Except provisions contained in the realty deeds and leases creating such real property interest, that the ownership, rights, possession and title in the jurisdiction and locale where the real property interest is located, is in each case legally sufficient in all material respects to mine, remove, process and transport coal by the mining methods currently utilized or contemplated by the Alliance MLP Parties applicable to the mining complex where the failure would notreal property interest is located, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property and is free and clear of all Liens except liens of record liens, claims, security interests or other encumbrances excepting (in each case) permitted encumbrances, such title defects, and other permitted liens and each Real Property Lease is in full force and effectimperfections, (ii) all rent and other sums and charges due and payable limitations, correlative rights, or appurtenant rights or obligations contained in, arising from or created by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part instrument under which any of the Company Alliance Parties or any the Alliance MLP Parties hold title to such Subsidiary orreal property interest or contained in its chain of title thereto and those that arise under the Amended and Restated Credit Agreement, to dated as of April 13, 2006, among Alliance Resource Operating Partners, L.P. as Borrower and the Knowledge Initial Lenders, Initial Issuing Banks and Swing Line Bank and XX Xxxxxx Xxxxx Bank N.A. (as paying agent) and Citicorp USA, Inc. and XX Xxxxxx Chase Bank, N.A. (as co-administrative agents) and Citigroup Global Markets Inc. and X.X. Xxxxxx Securities Inc. (as joint lead arrangers and joint bookrunners), which do not materially and adversely effect current or intended use or operation of the Company subject real property interest or any such Subsidiarywhich are capable of being routinely addressed, the landlordcured, exists under any Real Property Lease, (iv) the Company avoided or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of assumed in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment land management of the Company Alliance Parties and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for useAlliance MLP Parties.

Title to Properties. The (i) Each of the Company does not own any and its Subsidiaries has good and valid title to or valid leasehold or sublease interests or other comparable contract rights in or relating to all of its real property. The Company has heretofore made available to Parent correct and complete copies of all leases, subleases properties and other agreements (collectivelytangible assets necessary for the conduct of its business as presently conducted and as currently proposed by its management to be conducted, except for defects in title, easements, restrictive covenants and similar encumbrances that individually or in the "Real Property Leases") under aggregate have not materially interfered with, and would not reasonably be expected to materially interfere with, its ability to conduct its business as presently conducted and as currently proposed by its management to be conducted. All such properties and other assets, other than properties and other assets in 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 or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold or sublease interest in each parcel of Leased Real Property or other comparable contract right, are free and clear of all Liens, except for Liens except liens that individually or in the aggregate have not materially interfered with, and would not reasonably be expected to materially interfere with, the ability of record the Company or any of its Subsidiaries to conduct their respective businesses as presently conducted and other permitted liens as currently proposed by its management to be conducted. (ii) Each of the Company and each Real Property Lease its Subsidiaries has complied with the terms of all leases or subleases to which it is a party and under which it is in occupancy, and all leases to which the Company is a party and under which it is in occupancy are in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property such failure to comply or assets for which it has a valid be in full force and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, effect that individually or in the aggregate, aggregate has not had and would not reasonably be expected to have a Company Material Adverse Effect, the plant, property and equipment . Each of the Company and its Subsidiaries is in possession of the properties or assets purported to be leased under all its material leases. Neither the Company nor any of its Subsidiaries has received any written notice of any event or occurrence that are used has resulted or would reasonably be expected to result (with or without the giving of notice, the lapse of time or both) in a default with respect to any material lease or sublease to which the operations Company or any of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for useits Subsidiaries is a party.

Title to Properties. (i) The Company does not own any real propertyand its Subsidiaries have good and marketable title to, or in the case of leased property and assets, have valid leasehold interests in, all assets (whether real, personal, tangible or intangible) reflected on the most recent audited balance sheet included in the Filed Company SEC Documents, free and clear of all Liens other than Permitted Liens, except for properties and assets sold in the ordinary course of business consistent with past practices in accordance with this Agreement. The assets owned or leased by the Company and its Subsidiaries, or which they otherwise have the right to use, are sufficient to operate their businesses as they are as currently conducted and as currently proposed by its management to be conducted. (ii) Section 3.01(o)(ii)(A) of the Company Disclosure Schedule sets forth a complete and accurate list of all Owned Property and identifies their addresses. Section 3.01(o)(ii)(B) of the Company Disclosure Schedule sets forth a complete and accurate list of all Leased Property and identifies their addresses. The Company has heretofore made available delivered to Parent correct a complete and complete copies accurate copy of each such lease, sublease or occupancy agreement, together with all leasesamendments thereto, subleases and other agreements (collectively, the "Real with respect to any Leased Property Leases") under which the Company or any one of its Subsidiaries uses is a lessee or occupies or has sublessee (each, a “Lease”). The Company Properties comprise all of the right to use or occupy, now or in the future, any real property used in, or facility (otherwise related to, the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 business of the Company Disclosure Letterand its Subsidiaries. (iii) With respect to each Owned Property, (ia) the Company or one of its Subsidiaries has a good and valid leasehold interest in each parcel of Leased Real Property fee simple title, free and clear of all Liens, except Permitted Liens except liens and such Liens as may be set forth in Section 3.01(o)(iii) of record the Company Disclosure Schedule, (b) the Company or the applicable Subsidiary has not leased or otherwise granted to anyone the right to use or occupy such Owned Property or any portion thereof, (c) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Property or any portion thereof or interest therein, (d) all improvements on such Owned Property are in good condition and repair and sufficient for the operation of the Company’s or the applicable Subsidiary’s business and (e) there is no condemnation or other permitted liens proceeding in eminent domain, pending or threatened, affecting any Owned Property or any portion thereof or interest therein. (iv) With respect to each Leased Property, (a) each Lease is legal, valid and each Real Property Lease binding and is in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each such Leased Real Property Property, (b) the transactions contemplated by this Agreement does not require the consent of any other party to a Lease, nor will it cause a breach or default under such Lease or cause such Lease to cease being legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing, (c) the Company or applicable Subsidiary or, to the Knowledge of the Company, any other party to the Lease is entitled to quiet enjoyment thereof not in accordance breach or default in any material respect under such Lease, and no event has occurred or circumstance exists which, with the terms delivery of notice, the passage of time or both, would constitute such a breach or default in any material respect, or permit the termination, modification or acceleration of rent under such Lease, (d) neither the Company nor the applicable Real Subsidiary has subleased, licensed or otherwise granted anyone the right to use or occupy such Leased Property or any portion thereof, (e) neither the Company nor the Subsidiary has collaterally assigned or granted any other security interest in such Lease and applicable lawor any interest therein, and (vf) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected there are no Liens on the Balance Sheet, except for property since sold leasehold estate or otherwise disposed of in interest created by such Lease other than Permitted Liens and Liens that have attached to the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually fee estate or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject interest to ordinary wear and tear, and, subject to normal maintenance, are available for usewhich such Lease is subordinate.

Title to Properties. The (i) Neither the Company does not own nor any of its Subsidiaries owns a fee interest in any real property. (ii) Section 4.01(r)(ii) of the Company Disclosure Letter sets forth a true and complete list of all real property leased or subleased by the Company or any of its Subsidiaries (the “Leased Real Property”), identifying the address or location and use thereof. The Company has heretofore made available to Parent True, correct and complete copies of all leasesleases and subleases (including all amendments, subleases modifications and other agreements (collectively, the "Real Property Leases"supplements thereto) under 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 or facility Leased Real Property (the "“Leases”) have been delivered to Parent or made available to Parent via a virtual database website prior to the date hereof and such Leases have not been amended, modified or supplemented since that date. (iii) The Company or one or more of its Subsidiaries, as applicable, has valid leasehold or subleasehold interests in all of the Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would notfree and clear of all Liens, individually or in the aggregateexcept for Permitted Liens. In addition, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries owns or has a valid leasehold interest in each parcel the right, to use all other tangible assets necessary for the conduct of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is its respective business as currently conducted. All Leases are in full force and effect, enforceable in accordance with their terms against the Company or Subsidiary party thereto and, to the Knowledge of the Company, the counterparties thereto. No event has occurred that has resulted or could result (iiwith or without the giving of written notice, the lapse of time or both) all rent and other sums and charges due and payable in a material default by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company, the counterparties thereto with respect to any Lease. There are no leases, subleases, licenses, occupancy agreements, options, rights, concessions or other agreements or arrangements, written or oral, to use, occupy or purchase the interest of the Company or any such Subsidiaryof its Subsidiaries in the Leased Real Property or, to the Knowledge of the Company, the landlord, exists under any Leased Real Property Lease(except for the Leases). To the Knowledge of the Company, no condemnation proceeding is pending or threatened which would preclude or materially impair the use of any of the Leased Real Property for the purpose to which it is currently put. (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except Except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, those matters that individually or in the aggregate, aggregate have not had and would not reasonably be expected to have a Company Material Adverse Effect, the plantpresent use, property operation and equipment condition of the Leased Real Property does not violate any applicable zoning, land use or other law, rule, regulation or ordinance or any covenant of record affecting the Leased Real Property. Neither the Company and nor any of its Subsidiaries that are used in has received any written notice from any governmental authority, any insurance company or any board of fire underwriters, or other body exercising similar functions with respect to the operations need for any repairs to, or replacement of, any improvements to any of their businesses are in good operating condition and repair, subject the Leased Real Property except as would not be reasonably expected to ordinary wear and tear, and, subject to normal maintenance, are available for usehave a Material Adverse Effect.

Title to Properties. The (a) Except as would not reasonably be expected to result in material liability to the Company does not own or any real property. The Company has heretofore made available to Parent correct and complete copies of all leasesits Material Subsidiaries, subleases and other agreements (collectively, the "Real Property Leases") each Contract under which the Company or any of its Subsidiaries uses is the landlord, sublandlord, tenant, subtenant or occupies occupant (a “Company Real Property Lease”) with respect to material real property leased, subleased, held under concession, licensed or has otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any of its Subsidiaries (collectively, including the improvements thereon, “Company Leased Real Property”) is valid and binding on the Company or the Subsidiary thereof party thereto, and, to the Knowledge of the Company, each other party thereto. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy, now or in the future, any real property or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, have occupy a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 material portion of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear that would reasonably be expected to adversely affect the existing use of all Liens except liens the remaining portion of record and other permitted liens and each the Company Leased Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries in the operation of their business thereon. Except as tenants thereunder are current would not reasonably be expected to result in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of liability to the Company or any such Subsidiary Material Subsidiary, there is no uncured default by the Company or any of its Subsidiaries under any Company Real Property Lease or, to the Knowledge of the Company, by any other party thereto, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would reasonably be expected to constitute a default thereunder by the Company or any such Subsidiaryof its Subsidiaries or by any other party thereto. As of the date of this Agreement, neither the landlordCompany nor any of its Subsidiaries has received any written notice of termination or cancelation, exists and to the Knowledge of the Company, no termination or cancelation is threatened, under any material Company Real Property Lease, . (ivb) the The Company or one of its Subsidiaries is in actual possession of each Leased Real Property has good and is entitled valid title to quiet enjoyment thereof in accordance with the terms all of the applicable Real Property Lease and applicable law, and (v) real property owned by the Company and its Subsidiaries own outright (the “Owned Real Property”) and valid rights of way, easements or licenses over, under and across, the Owned Real Property, free and clear of any Liens (other than the Permitted Liens). Except as would not reasonably be expected to result in material liability to the Company or any Material Subsidiary, all of the personal property (except for leased property or assets for which it has a valid facilities, distribution centers, structures and enforceable right to use) which is reflected other buildings situated on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business Owned Real Property and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses Leased Real Property are in good operating condition and repairrepair and are sufficient for the operation of Company’s business in the Ordinary Course of Business. (c) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed action or agreement for taking in lieu of condemnation, subject nor is any such proceeding, action or agreement pending before a Governmental Entity or, to ordinary wear and tearthe Knowledge of the Company, andthreatened, subject with respect to normal maintenance, are available for useany portion of any Owned Real Property.

Title to Properties. The Company does not own has heretofore made available to Parent correct and complete copies of all deeds and other instruments (as recorded) by which the Company has acquired any real property, as well as all title insurance policies, abstracts and surveys in the possession of the Company and relating to such real property. The Company has heretofore made available to Parent correct and complete copies of all leases, subleases and other agreements (collectively, the "Real Property LeasesREAL PROPERTY LEASES") under 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 or facility (the "Leased Real PropertyLEASED REAL PROPERTY"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 3.10 of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the real and personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the The plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for use.

Title to Properties. (i) The Company does not own any and its subsidiaries have either good and marketable title in fee simple or good and marketable leasehold title, as applicable, to all of the Properties and good and marketable title to all other real property. The Company has heretofore made available to Parent correct properties owned by them, in each case, free and complete copies clear of all leasesmortgages, subleases pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in each of the General Disclosure Package and other agreements the Prospectus or in documents incorporated by reference therein or (collectivelyb) do not, in the "Real Property Leases") under which aggregate, materially affect the value of such properties and do not, in the aggregate, materially interfere with the use made and proposed to be made of such properties by 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 or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, subsidiaries; (ii) all rent mortgages, pledges, liens, security interests, claims, restrictions or encumbrances on or affecting the properties and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part assets of the Company or any such Subsidiary orof its subsidiaries that are required to be disclosed in the Prospectus are disclosed therein or in documents incorporated by reference therein; (iii) except as disclosed in the General Disclosure Package, the Company does not know of any violation of any municipal, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties or any part thereof which would have a Material Adverse Effect and will not result in a forfeiture or reversion of title; (iv) except as disclosed in the General Disclosure Package, each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the Knowledge extent there is a failure to comply, such failure does not result in a Material Adverse Effect; (v) except as disclosed in the General Disclosure Package, none of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession subsidiaries has received from any governmental authority any written notice of each Leased Real Property and is entitled to quiet enjoyment any condemnation of or zoning change affecting the Properties or any part thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment none of the Company or any of its subsidiaries knows of any such condemnation or zoning change which is threatened and its Subsidiaries that are used which if consummated would have a Material Adverse Effect; and (vi) except as disclosed in the operations General Disclosure Package, no lessee of their businesses are any portion of any of the Properties is in good operating condition default under any of the leases governing such Properties and repairthere is no event which, subject to ordinary wear and tearbut for the passage of time or the giving of notice or both, andwould constitute a default under any of such leases, subject to normal maintenance, are available for useexcept such defaults that would not have a Material Adverse Effect.

Title to Properties. The (a) Section 3.14 of the Company does not own any real property. The Company has heretofore made available to Parent correct Disclosure Schedule contains a true and complete copies list of all leases, subleases and other agreements (collectively, the "Real Property Leases") under which real property owned by the Company or any of its Subsidiaries uses or occupies or has (collectively, the right to use or occupy“Owned Real Property”) and for each parcel of Owned Real Property, now or in contains a correct street address of such Owned Real Property. (b) Section 3.14(b) of the future, any Company Disclosure Schedule contains a true and complete list of all real property leased, subleased, licensed or facility otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the "Company or any of its Subsidiaries (collectively, including the improvements thereon, the “Leased Real Property"”), including without limitation and for each Leased Real Property, identifies the street address of such Leased Real Property. True and complete copies of all modificationsagreements under which the Company or any Subsidiary thereof is the landlord, amendments sublandlord, tenant, subtenant, or occupant (each a “Real Property Lease”) that have not been terminated or expired as of the date hereof have been made available to Parent. (c) The Company or one of its Subsidiaries has good and supplements thereto. Except valid title to all Owned Real Property, free and clear of all Liens except (x) statutory liens securing payments not yet due, (y) security interests, mortgages and pledges that are disclosed in each case where the failure would notFiled Company SEC Documents that secure indebtedness that is reflected in the most recent consolidated financial statements of the Company included in the Filed Company SEC Documents and (z) such other imperfections or irregularities of title or other Liens that, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 do not and would not reasonably be expected to materially affect the use of the Company Disclosure Letter, (i) the Company properties or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable assets subject thereto or otherwise materially impair business operations as presently conducted or as currently proposed by the Company or its Subsidiaries Company’s management to be conducted (the Liens described in clauses (x) and (z) above are collectively referred to as tenants thereunder are current in all material respects, “Permitted Liens”). (iiid) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the The Company or one of its Subsidiaries is in actual possession the lessee or sublessee of each all Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liensProperty. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment Each of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition enjoys peaceful and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for useundisturbed possession under all Real Property Leases.

Title to Properties. The Company does not own any Following consummation of the Transactions and on the Closing Date and each settlement date, after giving effect to the Transactions, the Partnership Entities will have good and indefeasible title to all real property. The Company has heretofore made available property and good title to Parent correct all personal property described in the Disclosure Package or the Prospectus as owned by the Partnership Entities, free and complete copies clear of all leasesLiens except (i) as described, subleases and other agreements (collectivelysubject to the limitations contained, the "Real Property Leases") under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the futureDisclosure Package and the Prospectus, (ii) that arise under the Credit Agreement or (iii) such as do not materially interfere with the use of such properties taken as a whole as they have been used in the past and are proposed to be used in the future as described in the Disclosure Package and the Prospectus; provided that, with respect to any real property and buildings held under lease or facility (sublease by the "Leased Real Property")Partnership Entities, including without limitation such real property and buildings are held under valid, subsisting and enforceable leases or subleases, as the case may be, with such exceptions as are not material and do not interfere with the use of the properties of the Partnership Entities taken as a whole as they have been used in the past as described in the Disclosure Package and the Prospectus and are proposed to be used in the future as described in the Disclosure Package and the Prospectus, and all modificationssuch leases and subleases will be in full force and effect; and none of the Partnership Entities has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Partnership Entities under any of the leases or subleases mentioned above or affecting or questioning the rights of the Partnership Entities to the continued possession of the leased or subleased premises under any such lease or sublease except for such claims that, amendments and supplements thereto. Except in each case where the failure if successfully asserted, would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect; provided, however, that the plantenforceability of such leases and subleases, property as the case may be, may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and equipment similar laws relating to or affecting creditors’ rights generally and by general principles of the Company and its Subsidiaries that are used equity (regardless of whether such enforceability is considered in the operations of their businesses are a proceeding in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for useequity or at law).

Title to Properties. The Company does not own any real property. The Company and each of its Subsidiaries: (a) has heretofore made available good title to Parent correct and complete copies of all leases, subleases properties and other agreements (collectivelyassets which are reflected on the unaudited consolidated balance sheet of the Company and its Subsidiaries as of September 30, the "Real Property Leases") under which 2004 as being owned by the Company or any one of its Subsidiaries uses (or occupies or has acquired after the right to use or occupy, now or in the future, any real property or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would notBalance Sheet Date) which are, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 material to the business of the Company Disclosure Letter, (i) the Company or one of and its Subsidiaries has taken as a valid leasehold interest whole (except properties sold or otherwise disposed of since the Balance Sheet Date in each parcel the ordinary course of Leased Real Property business consistent with past practice and not in violation of this Agreement), free and clear of all Liens except except: (i) statutory liens of record and other permitted liens and each Real Property Lease is in full force and effect, securing payments not yet due; (ii) all rent security interests, mortgages and other sums and charges due and payable by pledges that are disclosed in the Filed Company or its Subsidiaries as tenants thereunder are current SEC Documents that secure indebtedness that is reflected in all material respects, (iii) no termination event or condition or uncured default the unaudited consolidated financial statements of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all as of the personal property September 30, 2004; and (except for leased property iii) such other imperfections or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold irregularities of title or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would notLiens that, individually or in the aggregate, have a do not and would not reasonably be expected to materially affect the use of the properties or assets subject thereto or otherwise materially impair the business operations of the Company Material Adverse Effector its Subsidiaries as currently conducted; and (b) is the lessee or sublessee of all leasehold estates and leasehold interests reflected in the Filed Company SEC Documents (or acquired after the Balance Sheet Date) which are, individually or in the plantaggregate, property and equipment material to the business of the Company and its Subsidiaries that are used taken as a whole (other than any such leaseholds whose scheduled terms have expired subsequent to the date of such Filed Company SEC Documents). The Company and each of its Subsidiaries enjoys peaceful and undisturbed possession under all such leases in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for useall material respects.

Title to Properties. The (a) Except as specifically disclosed on SCHEDULE 2.13, the Company does not own any real property. The Company and each of its Subsidiaries has heretofore made available good and marketable title to Parent correct all of its properties and complete copies assets, free and clear of all leasesmortgages, subleases liens, restrictions or encumbrances, except in such cases as would not have a material adverse effect on the use of such properties or assets by the Company. All owned or leased real estate of the Company and other agreements (collectively, the "Real Property Leases") under its Subsidiaries is listed on SCHEDULE 2.13. A true copy of each lease to which the Company or any of its Subsidiaries uses or occupies or is a party, is listed on SCHEDULE 2.13 and has the right to use or occupy, now or in the future, any real property or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of been delivered by the Company Disclosure Letterto Parent, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent effect and other sums and charges due and payable by affords the Company or its Subsidiaries the Subsidiary, as tenants thereunder are current in all the case may be, peaceful and undisturbed possession of the subject matter of such lease. No material respects, (iii) no termination default or event or condition or uncured of default of a material nature on the part of the Company or any such Subsidiary or, to of its Subsidiaries or on the Knowledge part of the Company or any such Subsidiary, the landlordlessor, exists under any Real Property Leaselease, (iv) and neither the Company nor any of its Subsidiaries has received any notice of default under any such lease or one any indication that the owner of the leased property intends to terminate such lease. Except as specifically disclosed on SCHEDULE 2.13, the Company holds all easements, rights-of-way and other rights (collectively, "EASEMENTS") necessary to own, operate and maintain its physical plant (including all telephone lines) and the Company is not in breach of, or default under, any such Easement and there are not any materially burdensome limitations or obligations on the Company under any such Easement. All Easements held by the Company are listed on SCHEDULE 2.13, each such Easement is valid, binding and enforceable in favor of the Company, and neither the Company, nor to the best knowledge of the Company, any other party to such Easement, is in violation of such Easement. (b) Neither the Company nor any of its Subsidiaries is in actual possession violation of each Leased Real Property and is entitled any zoning, land-use, building or safety law, ordinance, regulation or requirement or other law or regulation applicable to quiet enjoyment thereof the operation of its owned or leased properties, nor has it received any notice of violation with which it has not complied, in accordance with any case in which the terms consequences of such violation if asserted by the applicable Real Property Lease and applicable lawregulatory authority would be materially adverse with respect to the Company or such Subsidiary. All real property occupied pursuant to leases, and (v) substantially all tangible personal property owned or leased by the Company and its Subsidiaries own outright all taken as a whole and required for the purpose of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected carrying on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of its business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would notoperations, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are is in good operating condition and repair, subject to ordinary reasonable wear and teartear excepted, and, subject and no material portion of any such real or personal property has suffered any damage by fire or other casualty which has not heretofore been completely repaired and restored to normal maintenance, are available for useits original condition if and to the extent necessary or useful in the continued operation of its business.

Title to Properties. The Except as disclosed in the Company does not own any Reports, the Company and its Subsidiaries have good (and in the case of real property, fee simple, or the local equivalent) title to, or a valid leasehold interest in, their material properties and assets, except for defects or imperfections of title, easements, restrictive covenants and similar encumbrances that, in the aggregate, do not materially interfere with the ability of the Company and its Subsidiaries, taken as a whole, to conduct their businesses as presently conducted. The Except as disclosed in the Company has heretofore Reports, all such material properties and assets are held free and clear of all mortgages, liens, pledges, charges, security interests, encumbrances or other adverse claims of any kind in respect of such properties or assets (collectively, “Liens”), except for (i) Liens for Taxes not yet due and payable or being contested in good faith and for which adequate accruals or reserves have been established on the consolidated balance sheet of the Company as of September 30, 2005 in the Company Reports; (ii) Liens of materialmen, mechanics, carriers, landlords and like Persons that individually or in the aggregate do not materially interfere with any present use of such properties or assets by the Company or its Subsidiaries; (iii) in the case of any leased properties or assets, Liens that affect the landlord’s interest under the applicable lease and that individually or in the aggregate do not materially interfere with any present use of such properties or assets by the Company or its Subsidiaries; (iv) Liens disclosed in the title insurance policies or surveys made available to the Parent correct with respect to owned real property and complete copies that individually or in the aggregate do not materially interfere with any present use of all leases, subleases and other agreements (collectively, the "Real Property Leases") under which such properties or assets by 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 or facility Subsidiaries; and (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would notv) such Liens that, individually or in the aggregate, have not had, and could not reasonably be expected to have, a Company Material Adverse Effect Effect. The Company has delivered or except as otherwise set forth in Section 3.9 made available to the Parent, with respect to each of the Company Disclosure Letterleased real properties, (i) copies of the Company or one of its Subsidiaries applicable leases and all material written extensions, amendments, supplements and other modifications thereof and has a valid leasehold interest in each parcel of Leased Real Property free and clear provided accurate summaries of all Liens except liens of record material oral extensions, amendments, supplements and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable by modifications. All leases pursuant to which the Company or its Subsidiaries as tenants thereunder leases from other Persons material items of real or personal property are current valid and enforceable against the Company or its Subsidiaries in all material respectsaccordance with their respective terms, (iii) subject to the Bankruptcy and Equity Exception; and there is no termination default or event or condition or uncured of default under any of a material nature on the part such leases of the Company or any such Subsidiary of its Subsidiaries or, to the Knowledge knowledge of the Company Company, any other party thereto (or any such Subsidiarycondition that with notice or lapse of time, the landlordor both, exists under any Real Property Leasewould constitute a default), (iv) the Company that has had, or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled could reasonably be expected to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would nothave, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for use.

Title to Properties. The Company does not own any real property. The Company has heretofore made available to Parent correct and complete copies of all leases, subleases Except for goods and other agreements (collectivelyproperty sold, the "Real Property Leases") under which the Company used or any otherwise disposed of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the futureordinary course of business for fair value, Chauvco has good and indefeasible title to all its properties, interests in properties and assets, real and personal, reflected in its June 30, 1997 financial statements, free and clear of any real property or facility Encumbrance, except (i) Encumbrances reflected in the "Leased Real Property")balance sheet of Chauvco dated June 30, including without limitation all modifications1997, amendments (ii) liens for current taxes not yet due and supplements thereto. Except in each case where the failure payable, and (iii) such imperfections of title, easements and Encumbrances, if any, which would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company Chauvco. All leases pursuant to which Chauvco or any Chauvco Subsidiary leases (whether as lessee or lessor) any substantial amount of real or personal property are in good standing, valid, and effective; and there is not, under any such Subsidiary orleases, to the Knowledge any existing or prospective default or event of the Company default or event which with notice or lapse of time, or both, would constitute a default by Chauvco or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for Chauvco Subsidiary which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would notwould, individually or in the aggregate, have a Company Material Adverse Effect, Effect on Chauvco and in respect to which Chauvco or a Chauvco Subsidiary has not taken adequate steps to prevent a default from occurring. The buildings and premises of Chauvco and the plant, property and equipment of the Company and its Chauvco Subsidiaries that are used in the operations of their businesses its business are in good operating condition and repair, subject only to ordinary wear and tear. All major items of operating equipment of Chauvco and the Chauvco Subsidiaries are in good operating condition and in a state of reasonable maintenance and repair, andordinary wear and tear excepted, subject and are free from any known defects except as may be repaired by routine maintenance and such minor defects as to not substantially interfere with the continued use thereof in the conduct of normal maintenance, are available for useoperations.

Title to Properties. The Company does not own any real property. The Company and each of its Subsidiaries: (a) has heretofore made available good title to Parent correct and complete copies of all leases, subleases properties and other agreements (collectivelyassets which are reflected on the audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, the "Real Property Leases") under which 2004 as being owned by the Company or any one of its Subsidiaries uses (or occupies or has acquired after the right to use or occupy, now or in the future, any real property or facility (the "Leased Real Property"), including without limitation all modifications, amendments Balance Sheet Date) and supplements thereto. Except in each case where the failure would notwhich are, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 material to the business of the Company Disclosure Letter, (i) the Company or one of and its Subsidiaries has taken as a valid leasehold interest whole (except properties sold or otherwise disposed of since the Balance Sheet Date in each parcel the ordinary course of Leased Real Property business consistent with past practice and not in violation of this Agreement), free and clear of all Liens except except: (i) statutory liens of record and other permitted liens and each Real Property Lease is in full force and effect, securing payments not yet due; (ii) all rent security interests, mortgages and other sums and charges due and payable by pledges that are disclosed in the Filed Company or its Subsidiaries as tenants thereunder are current SEC Documents that secure indebtedness that is reflected in all material respects, (iii) no termination event or condition or uncured default the audited consolidated financial statements of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all as of the personal property December 31, 2004; and (except for leased property iii) such other imperfections or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold irregularities of title or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would notLiens that, individually or in the aggregate, have a do not and would not reasonably be expected to materially affect the use of the properties or assets subject thereto or otherwise materially impair the business operations of the Company Material Adverse Effector its Subsidiaries as currently conducted; and (b) is the lessee or sublessee of all leasehold estates and leasehold interests reflected in the Filed Company SEC Documents (or acquired after the Balance Sheet Date) that are, individually or in the plantaggregate, property and equipment material to the business of the Company and its Subsidiaries that are used taken as a whole (other than any such leaseholds whose scheduled terms have expired subsequent to the date of such Filed Company SEC Documents). The Company and each of its Subsidiaries enjoys peaceful and undisturbed possession under all such leases in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for useall material respects.

Title to Properties. The (i) Section 3.01(o)(i) of the Company does not own any real property. The Company has heretofore made available to Parent correct Disclosure Schedule sets forth a true and complete copies list of all leasesreal property owned by the Company and its Subsidiaries in fee simple that is material to the Company and its Subsidiaries, taken as a whole, (the “Owned Real Property”) identifying the address thereof. (ii) Section 3.01(o)(ii) of the Company Disclosure Schedule sets forth a true and complete list of all material leases or subleases and other agreements of real property (collectively, the "Real Property “Leases"”) under which the Company or any of its Subsidiaries uses leases or occupies or has the right to use or occupy, now or in the future, subleases any real property or facility interests in real property (which leased real property, together with the "Leased Owned Real Property"), including without limitation the “Real Property”) identifying the address thereof. (iii) The Company and each of its Subsidiaries has good, valid and marketable title to, or valid leasehold or sublease interests or other comparable contract rights in or relating to, all modificationsthe Real Property and other material tangible assets necessary for the conduct of its business as currently conducted, amendments except as have been disposed of in the ordinary course of business, free and supplements thereto. Except clear of all Liens, except for defects in each case where the failure would nottitle, recorded easements, restrictive covenants and other Liens that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Effect. The Company Disclosure Letter, (i) the Company or one and each of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear complied with the terms of all Liens except liens of record Leases, and other permitted liens and each Real Property Lease is all Leases are in full force and effect, (ii) all rent and other sums and charges due and payable by enforceable in accordance with their terms against the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary orparty thereto and, to the Knowledge of the Company or any such SubsidiaryCompany, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheetcounterparties thereto, except for property since sold such failure to comply or otherwise disposed of be in the ordinary course of business full force and consistent with past practice effect and except for liens of record and other permitted liens. Except where the failure would not, enforceable that individually or in the aggregate, aggregate has not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received or provided any written notice of any event or occurrence that has resulted or could result (with or without the giving of notice, the plantlapse of time or both) in a default with respect to any Lease, property and equipment of the Company and its Subsidiaries that are used which defaults individually or in the operations of their businesses are in good operating condition and repair, subject aggregate have had or would reasonably be expected to ordinary wear and tear, and, subject to normal maintenance, are available for usehave a Material Adverse Effect.

Title to Properties. The (i) Section 4H(i) of the Seller Disclosure Letter sets forth the true and correct address of each parcel of Owned Real Property, the applicable member of the Paper Group which is its fee owner (each a “Fee Owner”), and the applicable members of the Paper Group (or their respective Subsidiaries) who are the primary occupant(s) of each parcel of Owned Real Property. With respect to each parcel of Owned Real Property, and except for matters that would not have a Company does not own any real property. The Company Material Adverse Effect: (a) the applicable Fee Owner has heretofore made available to Parent correct good fee simple title, free and complete copies clear of all leasesLiens, subleases and other agreements except Permitted Encumbrances, to such Owned Real Property; (collectivelyb) except as set forth on Section 4H(i) of the Seller Disclosure Letter, neither Seller nor any member of the "Real Property Leases") under which the Company or Paper Group nor any of its Subsidiaries uses has leased, is subject to or occupies party to any Lease with respect to, or has otherwise granted to any unaffiliated third Person the right to use or occupyoccupy such Owned Real Property or any portion thereof; and (c) there are no outstanding options, now rights of first offer or in rights of first refusal to purchase such Owned Real Property or any portion thereof. (ii) Section 4H(ii) of the futureSeller Disclosure Letter sets forth a true and complete list of all Leases as of the date hereof, any real property or facility (the "including all material amendments thereto, for each parcel of Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 applicable address of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free subject to a Lease, the holder of the leasehold estate (or similar interest) with respect thereto, and clear the applicable members of all Liens except liens the Paper Group (or their respective Subsidiaries) who are the primary occupant(s) of record and other permitted liens and each parcel of Leased Real Property subject to any such Lease. One or more of the members of the Paper Group has delivered to, or made available for inspection by, Buyer and/or Buyer Sub a true, complete and correct copy of each Lease listed on Section 4H(ii) of the Seller Disclosure Letter. No member of the Paper Group or any of its Subsidiaries has received written notice of any material default under any of the Leases which has not been cured or waived. Except as disclosed on Section 4H(ii) of the Seller Disclosure Letter or the other sections of the Seller Disclosure Letter, the members of the Paper Group and/or its Subsidiaries (as applicable) or, if and to the extent applicable, Seller or its other Subsidiaries, have performed all obligations required to be performed by them to date under the Leases and are not (with or without the lapse of time or the giving of notice, or both) in breach or default thereunder, except for any failure to perform or any such breach or default that would not result in a Company Material Adverse Effect. To the knowledge of Seller, no other party to the Leases is (with or without the lapse of time or the giving of notice, or both) in full force and effectbreach or default thereunder. To Seller’s knowledge, except as set forth on Section 4H(ii) of the Seller Disclosure Letter or as may arise from consummation of the transactions contemplated hereby, no event has occurred which would allow any Person to terminate or accelerate performance under or otherwise modify (iiincluding upon the giving of notice or the passage of time) all rent and other sums and charges due and payable by any of the Leases. No Person has terminated, accelerated performance or modified any of the Leases. Except as set forth on Section 4H(ii) of the Seller Disclosure Letter or as would not result in a Company Material Adverse Effect, no member of the Paper Group nor any of its Subsidiaries has leased, is subject to or party to any Lease with respect to, or has otherwise granted to any unaffiliated third Person the right to use or occupy any of the Leased Real Property which is subject to a Lease set forth on Section 4H(ii) of the Seller Disclosure Letter where any member of the Paper Group or its Subsidiaries as tenants thereunder are current in all material respects, is a sublandlord or is a similar interest holder under any such Lease. (iii) no termination event or condition or uncured default of a material nature Except as set forth on the part Section 4H(iii) of the Company Seller Disclosure Letter, as of the date of this Agreement, there are no actions, suits, proceedings, arbitrations or any such Subsidiary governmental investigations pending or, to the Knowledge knowledge of Seller, threatened against any member of the Company Paper Group or any such Subsidiaryof its Subsidiaries or, solely with respect to the landlordBusiness, exists under Seller or any of its other Subsidiaries with respect to any Owned Real Property Leaseor Leased Real Property subject to a Lease set forth on Section 4H(ii) of the Seller Disclosure Letter before any Governmental Entity which if determined adversely to any of the foregoing, would result in a Company Material Adverse Effect. Except as set forth on Section 4H(iii) of the Seller Disclosure Letter, to the knowledge of the Seller, no member of the Paper Group or any of its Subsidiaries, nor, solely with respect to the Business, Seller or any of its other Subsidiaries, has received any written notice of, any pending or threatened (A) rezoning or condemnation proceeding affecting any Owned Real Property or Leased Real Property subject to a Lease set forth on Section 4H(ii) of the Seller Disclosure Letter or (B) special assessment against any Owned Real Property or Leased Real Property subject to a Lease set forth on Section 4H(ii) of the Seller Disclosure Letter, in each case, which if determined adversely to any of the foregoing, would result in a Company Material Adverse Effect. (iv) the Company All brokerage commissions and other similar compensation and fees payable by Seller or one any of its Subsidiaries is Affiliates in actual possession of each Leased Real connection with any acquisition, lease or other transaction involving any Included Property which are or were due and is entitled to quiet enjoyment thereof payable have been paid in accordance with the terms of the applicable Real Property Lease and applicable law, and full. (v) the Company and its Subsidiaries own outright all Except (a) as set forth on Section 4H(v) of the personal property Seller Disclosure Letter, (except for leased property or assets for which it has a valid and enforceable right to useb) which is reflected as set forth on the Latest Balance Sheet, except (c) for property since assets sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except since the date of the Latest Balance Sheet, (d) for liens of record and other permitted liens. Except where the failure Permitted Encumbrances or (e) as would not, individually or not otherwise result in the aggregate, have a Company Material Adverse Effect, a member of the plantPaper Group or one of its Subsidiaries owns, free and clear of all Liens, or has a contract, license or lease to use, all of the personal tangible property and equipment assets included on the Latest Balance Sheet, acquired thereafter or located on its premises which is material to the Business. The Owned Real Property and the Leased Real Property, collectively, constitute the material real property owned or leased by the Seller and its Affiliates primarily for use in the operation of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for useBusiness.

Title to Properties. The Each of the Company does not own any real property. The Company and its Subsidiaries (i) has heretofore made available good and valid title to Parent correct and complete copies of all leases, subleases properties and other agreements (collectively, assets which are reflected on the "Real Property Leases") under which most recent consolidated balance sheet of the Company included in the Filed Company SEC Documents as being owned by the Company or any one of its Subsidiaries uses (or occupies or has acquired after the right to use or occupy, now or in the future, any real property or facility (the "Leased Real Property"), including without limitation all modifications, amendments date thereof) and supplements thereto. Except in each case where the failure would notwhich are, individually or in the aggregate, have material to the Company’s business or financial condition on a Company Material Adverse Effect consolidated basis (except properties sold or except as otherwise set forth disposed of since the date thereof in Section 3.9 the ordinary course of the Company Disclosure Letterbusiness consistent with past practice and not in violation of this Agreement), (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except (x) statutory liens of record and other permitted liens and each Real Property Lease is in full force and effectsecuring payments not yet due, (iiy) all rent security interests, mortgages and other sums and charges due and payable by pledges that are disclosed in the Filed Company or its Subsidiaries as tenants thereunder are current SEC Documents that secure indebtedness that is reflected in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part most recent consolidated financial statements of the Company or any such Subsidiary or, to included in the Knowledge of the Filed Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, SEC Documents and (vz) the Company and its Subsidiaries own outright all such other imperfections or irregularities of the personal property (except for leased property title or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would notLiens that, individually or in the aggregate, do not and could not reasonably be expected to materially affect the use of the properties or assets subject thereto or otherwise materially impair business operations as presently conducted or as currently proposed by the Company’s management to be conducted, and (ii) is the lessee or sublessee of all leasehold estates and leasehold interests reflected in the Filed Company SEC Documents (or acquired after the date thereof) which are, individually or in the aggregate, material to the Company’s business or financial condition on a consolidated basis (other than any such leaseholds whose scheduled terms have a expired subsequent to the date of such Filed Company Material Adverse Effect, the plant, property and equipment SEC Documents). Each of the Company and its Subsidiaries that are used enjoys peaceful and undisturbed possession under all such leases in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for useall material respects.

Title to Properties. The Company does not own any real property. The Company has heretofore made available to Parent correct and complete copies of all leases, subleases and other agreements property owned (collectively, the "Real Property LeasesOwned Property") under which or leased ("Leased Property") by Archway is listed in the Company Disclosure Letter and constitutes all of the real property owned, used or any of its Subsidiaries uses or occupies or has the right to use or occupy, now occupied by Archway or in the future, which Archway has any real property or facility other interest (the "Leased Real Property"). Such Disclosure Letter includes the record title holder, including without limitation location, uses thereof and indebtedness of Archway thereon, if any, for all modifications, amendments and supplements theretoReal Property. Except in each case where the failure would not, individually or as may be disclosed in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries Archway has a valid leasehold interest in each parcel of Leased Real Property free good and clear of marketable fee simple title to all Liens Owned Property, except liens of record for recorded easements, covenants and other permitted liens restrictions, utility easements, and each Real Property Lease is in full force other easements, covenants and effectrestrictions existing generally with respect to properties of a similar character, all of which are shown on such Disclosure Letter, (ii) all rent and there are no outstanding options to purchase the Owned Property or any other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current Real Property in all material respectswhich Archway has an interest, (iii) no termination event or condition or uncured default of a material nature on the part Real Property has access, sufficient for the conduct of the Company or any such Subsidiary orbusiness of Archway as now conducted to public roads and to all utilities, to including electricity, sanitary and storm sewer, potable water, natural gas and other utilities, used in the Knowledge operation of the Company or any such Subsidiary, the landlord, exists under any Real Property Leasebusiness of Archway at that location, (iv) all structures, fixtures and other improvements on all Owned Property of Archway are within the Company or one lot lines and do not encroach on the properties of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable lawany other Person, and (v) the Company use and its Subsidiaries own outright operation of all Owned Property are not in violation of any applicable building, zoning, subdivision and other laws, ordinances, regulations, codes, permits, licenses and certificates and all restrictions and conditions affecting title, (vi) no portion of any Owned Property is located in a flood plain, flood hazard area or designated wetlands area, and (vii) no special assessments for public improvements have been levied against any Owned Property. Since January 1, 1993, neither Archway nor any of the personal property Sellers have received any written notice of assessments for public improvements against any Owned Property or any written or oral notice or order by any governmental body, any insurance company that has issued a policy with respect to any of such properties or any board of fire underwriters or other body exercising similar functions (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of other than as disclosed in the ordinary course insurance reports disclosed hereunder) that (i) relates to any violation of business and consistent building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with past practice and except for liens respect to any of record and such properties or (iii) requests that performance of any repairs, alterations or other permitted liens. Except where the failure would not, individually work to or in any of such properties or in the aggregatestreets bounding the same. Complete and correct copies of all written reports on such matters from any insurance company that has issued a policy with respect to any Owned Property since January 1, 1993, have a Company Material Adverse Effectbeen delivered to SFC. There is no pending, and to the plantbest of Archway and the Sellers' knowledge, property and equipment no threatened condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for useOwned Property.

Title to Properties. (i) The Company does not own any real property. The and the Company has heretofore made available Subsidiaries have good and defensible title to, or valid leasehold interests in, all of their material assets and properties purported to Parent correct be owned or leased by the Company and complete copies the Company Subsidiaries in the Company SEC Documents, except for such assets and properties as are no longer used or useful in the conduct of all its businesses or as have been disposed of in the ordinary course of business and except for (A) defects in title set forth on SECTION 3.1(t) of the Company Disclosure Schedule and (B) such imperfections of title, easements, rights of way and similar liens, leases, subleases or licenses, or other matters and other agreements (collectively, the "Real Property Leases") under which the Company or any failures of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure title as would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, (i) material adverse effect on the Company or one materially interfere with the Company's and the Company Subsidiaries' use of its such assets or properties. All such assets and properties, other than assets and properties in which the Company and the Company Subsidiaries has a valid have leasehold interest in each parcel of Leased Real Property interests, are free and clear of all Liens, other than (w) those set forth in the Company SEC Documents, (x) Liens except liens set forth in SECTION 3.1(t) of record the Company Disclosure Schedule, (y) Liens for current Taxes not yet due and other permitted liens payable, and each Real Property Lease is (z) Liens, that, in the aggregate, do not and will not materially interfere with the ability of the Company and the Company Subsidiaries to conduct business as currently conducted. (ii) Except as would not have a material adverse effect on the Company, the Company and the Company Subsidiaries (i) have complied in all material respects with the terms of all leases of their material assets and properties to which they are a party and under which they are in occupancy, and all such leases are in full force and effect, effect and (ii) enjoy peaceful and undisturbed possession under all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for useleases.

Title to Properties. The Each of the Company does and the Subsidiary has good title to all property (tangible and intangible) and assets owned by it, free and clear of all security interests, charges, mortgages, liens, encumbrances and defects, except as are described in the Registration Statement and in the Prospectus and except those which are not own any real propertymaterial in amount and do not adversely affect the use made and proposed to be made of such property by the Company or the Subsidiary. Each of the Company and the Subsidiary owns or leases all such properties, real, personal and mixed, tangible and intangible, as are necessary to carry on its operations as heretofore conducted and, except as otherwise stated in the Registration Statement and in the Prospectus, as proposed to be conducted, as set forth in the Registration Statement and in the Prospectus. The Company has heretofore made available to Parent correct and complete copies of all leases, subleases and licenses or other agreements (collectively, the "Real Property Leases") contracts or instruments under which the Company or any of its Subsidiaries uses the Subsidiary leases, holds or occupies or has the right is entitled to use any property, real or occupypersonal, now or in the futureare valid, any real property or facility (the "Leased Real Property")subsisting and enforceable, including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws or arrangements affecting creditors' rights generally and subject to principles of equity and public policy considerations. All rentals, royalties or other payments accruing thereunder that became due prior to the date of this Agreement have been duly paid, and neither the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary ornor, to the Knowledge Company's knowledge, any other party is in default thereunder and, to the Company's knowledge, no event has occurred that, with the passage of time or the giving of notice, or both, would constitute a default thereunder. Neither the Company or any such Subsidiary, nor the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries Subsidiary is in actual possession violation of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and any applicable law, and (v) ordinance, regulation, order or requirement relating to its owned or leased properties material to the Company and conduct of its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens has not received any notice of record and other permitted liensan alleged violation. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment Each of the Company and the Subsidiary has adequately insured its Subsidiaries that are used properties against loss or damage by fire or other casualty and maintains, in adequate amounts, such other insurance as is usually maintained by companies engaged in the operations of their same or similar businesses are located in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for useits geographical area.

Title to Properties. The (a) Except as set forth on the attached Liens Schedule, the Company does not own any real propertyor one of its Subsidiaries owns good title to, or holds pursuant to valid and enforceable leases, all of the items of tangible, personal property shown to be owned or leased by it on the Latest Balance Sheet, free and clear of all Liens, except for Permitted Liens, except for items that have been sold or disposed of subsequent to the date hereof in the ordinary course of business consistent with past practices. The assets, rights and properties that the Company has heretofore made available and its Subsidiaries own or have a valid lease or license or right to Parent correct use as of the date hereof are sufficient to conduct the businesses of the Company and complete copies its Subsidiaries in all material respects in the manner as presently conducted. (b) The attached Owned Real Property Schedule sets forth the address and a legal description of all leases, subleases and other agreements land (collectively, the "“Owned Real Property Leases"Property”) under which owned by the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or and used in the future, any real property or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 business of the Company Disclosure Letter, (i) the and its Subsidiaries. The Company or one of its Subsidiaries has a valid leasehold interest in good and marketable fee simple title (or foreign equivalent) to each parcel of Leased Owned Real Property Property, free and clear of all Liens Liens, except liens of record and other permitted liens and each Permitted Liens. (c) The real property demised by the leases described on the attached Leased Real Property Lease is Schedule (the “Leased Real Property”) constitutes all of the real property leased or subleased by the Company or any of its Subsidiaries, as lessee, and all of the real property leased or subleased to any third party by the Company or any of its Subsidiaries, as lessor. Except as set forth on the attached Leased Real Property Schedule, the Leased Real Property leases are in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part Subsidiary of the Company holds a valid and existing leasehold interest under each such lease, subject to proper authorization and execution of such lease by the other party and the application of any bankruptcy or creditor’s rights laws. The Company has delivered or made available to Buyer complete and accurate copies of each of the leases described on the attached Leased Real Property Schedule, and none of such leases has been modified in any such Subsidiary ormaterial respect, except to the Knowledge of extent that such modifications are disclosed by the copies delivered or made available to Buyer. Neither the Company or nor any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession default in any material respect under any of such leases. As of the date hereof and except as described in the attached Leased Real Property Schedule, with respect to each Leased Real Property and Property: (i) neither the Company nor any of its Subsidiaries has received a written notice from any Governmental Body of, or is entitled subject to, a special assessment in excess of $50,000 individually or $250,000 in the aggregate with respect to quiet enjoyment thereof in accordance with the terms Leased Real Property; (ii) to the Company’s Knowledge, there are no material claims, demands, notices, suits or judgments for which the Company or any Subsidiary is responsible relating to fire, zoning, building or health code violations of the applicable Leased Real Property, which have not been heretofore corrected; (iii) none of the Leased Real Property Lease and applicable law, is vacant or unoccupied; and (viv) neither the Company and its Subsidiaries own outright all nor any Subsidiary has received a written notice of the personal property (except for leased property or assets for which it has a valid and enforceable right intention of any party to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of terminate any lease described in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for useLeased Real Property Schedule.

Title to Properties. The Neither the Company does not own nor any of its Subsidiaries owns, nor has any of them ever owned, directly or indirectly, any real property. The Company has heretofore made available to Parent correct and complete copies Each of all leases, subleases and other agreements (collectively, the "Real Property Leases") under 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 or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright has good and valid title to or valid leasehold or sublease interests or other comparable contract rights in or relating to all of its real properties and other tangible assets necessary for the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheetconduct of its business as presently conducted, except for property since sold or otherwise as have been disposed of in the ordinary course of business and consistent with past practice and except for liens of record defects in title, easements, restrictive covenants and other permitted liens. Except where the failure would notsimilar encumbrances that, individually or in the aggregate, have a Company Material Adverse Effectnot materially interfered with, the plantand would not reasonably be expected to materially interfere with, property its ability to conduct its business as presently conducted. All such properties and equipment of such other tangible assets, other than properties and other tangible assets in which the Company and or any of its Subsidiaries has a leasehold or sublease interest or other comparable contract right, are free and clear of all Liens, except for (i) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto, which do not materially impair the value of such properties or the use of such property by the Company or any of its Subsidiaries in the operation of its respective business, (ii) Liens for Taxes not yet due and payable, that are used payable without penalty or that are being contested in good faith and for which adequate reserves have been recorded, (iii) Liens for assessments and other governmental charges or landlords’, carriers’, warehousemen’s, mechanics’, repairmen’s, workers’ and similar Liens incurred in the operations ordinary course of their businesses are business, consistent with past practice, in each case for sums not yet due and payable or due but not delinquent or being contested in good operating condition faith by appropriate proceedings, (iv) Liens incurred in the ordinary course of business, consistent with past practice, in connection with workers’ compensation, unemployment insurance and repairother types of social security or to secure the performance of tenders, subject statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return of money bonds and similar obligations and (v) Liens incurred in the ordinary course of business consistent with past practice that are not reasonably likely to ordinary wear and tearadversely interfere in any material respect with the use of properties or assets encumbered thereby (collectively, and, subject to normal maintenance, are available for use“Permitted Liens”).

Title to Properties. The Except as disclosed in the Company does not own any real property. The SEC Documents filed prior to the date hereof, each of the Company and its subsidiaries (i) has heretofore made available good and marketable title to Parent correct all of its material properties (real, personal or intangible) and complete copies of all leases, subleases and other agreements (collectively, assets that are reflected on the "Real Property Leases") under which latest balance sheet included in such Company SEC Documents as being owned by the Company or any one of its Subsidiaries uses subsidiaries or occupies or has acquired after the right to use or occupy, now or in the future, any real property or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would notdate thereof which are, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property Company’s business on a consolidated basis (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of (A) all liens, mortgages, easements, irregularities of title or other encumbrances of any nature except (1) statutory liens securing payments not yet due and (2) such imperfections or irregularities of title or other liens (other than real property mortgages or deeds of trust) as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, and consistent with past practice (B) all real property mortgages and deeds of trust except for liens of record and other permitted liens. Except where the failure would not, individually or that secured indebtedness that is properly reflected in the aggregatelatest Company SEC Documents filed prior to the date hereof, and (ii) is the lessee or sublessee of all leasehold estates listed in the Company SEC Documents or acquired after the date thereof and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee (or event which with notice or lapse of time, or both, would constitute a material default) or, to the Company’s knowledge, the lessor where such default could reasonably be expected to have a Company Material Adverse Effect, the plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for use.

Title to Properties. The (i) Each agreement under which the Company does not own or any real property. The Company has heretofore made available to Parent correct and complete copies of all leasesSubsidiary thereof is the landlord, subleases and other agreements sublandlord, tenant, subtenant or occupant (collectivelyeach, the "a “Real Property Leases"Lease”) under which with respect to material real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any of its Subsidiaries uses or occupies or has (collectively, including the right to use or occupyimprovements thereon, now or in the future, any real property or facility (the "“Leased Real Property")”) is valid and binding on the Company or the Subsidiary of the Company party thereto, including without limitation all modificationsand, amendments to the Knowledge of the Company, each other party thereto, and supplements thereto. Except is in each case where the failure full force and effect, except for such failures to be valid and binding or to be in full force and effect that are not and would notnot reasonably be expected to be, individually or in the aggregate, have material to the Company and its Subsidiaries, taken as a whole. There is no default under any Real Property Lease by the Company Material Adverse Effect or except as otherwise set forth in Section 3.9 any of its Subsidiaries or, to the Knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice of both would reasonably be expected to constitute a default thereunder by the Company Disclosure Letteror any of its Subsidiaries or, to the Knowledge of the Company, by any other party thereto, in each case except for such defaults and events that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice of termination or cancellation under any Real Property Lease. (iii) the The Company or one of its Subsidiaries has a good and valid title to all real property currently owned by the Company or any of its Subsidiaries (collectively, “Owned Real Property”) and the Company and its Subsidiaries have good and valid title to, or in the case of leased properties and assets, valid leasehold interest in each parcel interests in, all of Leased Real Property their other material tangible properties and assets, free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance SheetPermitted Liens, except for property since sold or otherwise disposed where absence of in the ordinary course of business good and consistent with past practice valid title is not and except for liens of record and other permitted liens. Except where the failure would notnot reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment of material to the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repairSubsidiaries, subject to ordinary wear and tear, and, subject to normal maintenance, are available for usetaken as a whole.

Title to Properties. The (a) Neither the Company does not own nor any Company Subsidiary owns any real property. The Section 3.15(a) of the Company has heretofore made available Disclosure Letter sets forth a true and complete list of all leases or subleases of real property (the “Leases”) to Parent which the Company and/or the Company Subsidiaries are parties, identifying the address and use thereof. True, correct and complete copies of the Leases have been delivered or made available to Parent prior to the date hereof and such Leases have not been amended or modified since that date. The Company and each Company Subsidiary has complied with the terms of all leasesLeases, subleases and other agreements (collectively, the "Real Property Leases") under which the Company or any of its Subsidiaries uses or occupies or has the right except for such failure to use or occupy, now comply that individually or in the futureaggregate has not had and would not reasonably be likely to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received or provided any written notice of any event or occurrence that has resulted or could result (with or without the giving of notice, the lapse of time or both) in a default with respect to any real property Lease, which defaults individually or facility in the aggregate have had or would reasonably be likely to have a Company Material Adverse Effect. (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. b) Except in each case where the failure would notas, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, would not reasonably be likely to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plantCompany and the Company Subsidiaries have good, property valid and equipment marketable title to, or valid leasehold interests in or other comparable contract rights in or relating to the Leases and all of personal properties that are material to the Company’s business on a consolidated basis, and all such Leases and personal properties, other than personal properties in which the Company or any Company Subsidiary has a leasehold interest or other comparable contract right, are free and clear of all Liens, except (i) Liens for Taxes not yet due and payable, that are payable without penalty or that are being contested in good faith and for which reserves have been established to the extent required by GAAP, (ii) Liens for assessments and other governmental charges or landlords’, carriers’, warehousemen’s, mechanics’, repairmen’s, workers’ and similar Liens incurred in the ordinary course of business, consistent with past practice, in each case for sums not yet due and payable or due but not delinquent or being contested in good faith by appropriate proceedings, (iii) Liens incurred in the ordinary course of business, consistent with past practice, in connection with workers’ compensation, unemployment insurance and other types of social security or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return of money bonds and similar obligations and (iv) Liens incurred in the ordinary course of business consistent with past practice that are not reasonably likely to adversely interfere in a material way with the use of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repairproperties or assets encumbered thereby (collectively, subject to ordinary wear and tear, and, subject to normal maintenance, are available for use“Permitted Liens”).

Title to Properties. The (a) Neither the Company does not own nor any of its Subsidiaries owns or has owned any real property. The Company has heretofore made available to Parent correct and complete copies Section 6.23(a) of the Disclosure Schedule sets forth a list of all leasesmaterial real property currently leased, subleases and other agreements (collectively, the "Real Property Leases") under which licensed or subleased by the Company or any of its Subsidiaries uses or occupies otherwise used or has occupied by the right to use Company or occupy, now or in the future, any real property or facility of its Subsidiaries (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise All current leases set forth in Section 3.9 6.23(a) of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is Schedule are in full force and effect, are valid and effective in accordance with their respective terms there is not, under any of such leases, any existing material breach, default or event of default (iior event which with notice or lapse of time, or both, would constitute a material default) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current or, to the knowledge of the Company, any third Person under such leases, in all each case subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws relating to or affecting the rights and remedies of creditors generally. To the knowledge of the Company, no parties other than the Company or any of its Subsidiaries have a right to occupy any material respects, (iii) no termination event or condition or uncured default Real Property and the Real Property is used only for the operation of a material nature on the part business of the Company or any such Subsidiary or, to the Knowledge of the its Subsidiaries. (b) The Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one and each of its Subsidiaries is have good and valid leasehold interests in, all of their material tangible properties and assets, real, personal and mixed, used or held for use in actual possession its business, free and clear of each Leased Real Property any Liens except (i) Liens for Taxes not yet due and is entitled to quiet enjoyment thereof payable and (ii) such imperfections of title and Liens, if any, which do not in accordance any material respect detract from the value or interfere with the terms present use of the applicable Real Property Lease property subject thereto or affected thereby. The rights, properties and applicable lawassets presently owned, and (v) leased or licensed by the Company and its Subsidiaries own outright include all of the personal property (except for leased property or rights, properties and assets for which it has a valid and enforceable right necessary to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment of permit the Company and its Subsidiaries that are used to conduct their business in all material respects in the operations of same manner as their businesses are in good operating condition and repair, subject have been conducted prior to ordinary wear and tear, and, subject to normal maintenance, are available for usethe date hereof.

Title to Properties. The (a) Except as set forth in Schedule 5.16(a), each of the Company does not own any real propertyand its Subsidiaries has good and defensible title to, or valid leasehold interests in, all its assets and properties described in the Company SEC Documents, except for assets and properties (i) no longer used or useful in the conduct of its businesses and (ii) disposed of in the ordinary course of business. The Company has heretofore made available to Parent correct Except as set forth in Schedule 5.16(a), all such assets and complete copies of all leasesproperties, subleases other than assets and other agreements (collectively, the "Real Property Leases") under properties in which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupyleasehold interests, now or are free and clear of all Liens, other than those assets and properties set forth in the futureCompany SEC Documents filed prior to the date hereof and other than Liens, that, in the aggregate, do not and will not materially interfere with the ability of the Company or any real property of its Subsidiaries to conduct business as currently conducted. (b) Each of the Company and its Subsidiaries has complied in all material respects with the terms of all leases to which it is a party and under which it is in occupancy, and all such leases are in full force and effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases. The Company has heretofore (or facility on or before the Effective Time will have) delivered to Parent true and complete copies of each such lease containing all agreements or understandings between the Company or its Subsidiaries, on the one hand, and the applicable third party landlord, on the other hand, with respect to such lease. (c) The buildings and premises of the "Leased Real Property")Company and each of its Subsidiaries that are used in its business are in reasonably good operating condition and in a state of good maintenance and repair, including without limitation all modificationsnormal wear and tear excepted, amendments are suitable for the purpose for which they are currently being used and supplements theretohave access to utility services necessary for the conduct of the business. No tenant repairs are required with respect to any leased stores other than (i) normal and routine repairs consistent with past practice or (ii) repairs which, in the aggregate, would not cost in excess of $300,000 to complete. Except in each case where the failure as would notnot have, individually or in the aggregate, have a Company Material Adverse Effect on the Company, there are no zoning law changes or except as otherwise set forth in Section 3.9 similar restrictions that would adversely impact any of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable stores operated by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for useSubsidiaries.

Title to Properties. The Company does not own any real property. The Company has heretofore made available to (a) Section 2.11(a) of the Parent correct Disclosure Letter sets forth a true and complete copies list, as of the date of this Agreement, of all leases, subleases and other agreements (collectively, the "Real Property Leases") under which the Company real property leased or subleased by Parent or any of its Subsidiaries uses (solely to the extent related to the Business) (as lessee or occupies or has the right to use or occupy, now or in the future, any real property or facility sublessee) (the "“Leased Real Property"”), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure as would not, individually or in the aggregate, reasonably be expected to have a Company Business Material Adverse Effect Effect, the Business Companies have, or except as otherwise set forth in Section 3.9 of at the Company Disclosure LetterClosing will have, (i) the Company or one of its Subsidiaries has with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each parcel of Leased Real Property case free and clear of all Liens Liens, except liens of record and other permitted liens and each Real Property Lease is in full force and effect, for Permitted Liens. (iib) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iiiSection 2.11(b) no termination event or condition or uncured default of a material nature on the part of the Company Parent Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of all real property owned in fee by Parent or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries (solely to the extent related to the Business) (the “Owned Real Property”). The Business Companies have, or at the Closing will have, good and marketable title to all of the Owned Real Property, free and clear of any Liens other than Permitted Liens. There are no leases, licenses or occupancy agreements pursuant to which any third party is in actual possession of each Leased granted the right to use the Owned Real Property and is entitled there are no outstanding options or rights of first refusal to quiet enjoyment thereof in accordance with purchase the terms of the applicable Owned Real Property Lease and applicable law, and Property. (vc) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure as would not, individually or in the aggregate, have reasonably be expected to be material to the Business or to the Business Companies, taken as a Company Material Adverse Effectwhole, the plantBusiness Companies have, property or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and equipment assets of the Company Business, in each case free and its Subsidiaries that clear of all Liens, except for Permitted Liens. All such tangible personal properties and assets are in good working condition (ordinary wear and tear excepted) capable of performing the functions for the Business for which they are used in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for useall material respects.

Title to Properties. The Neither the Company does not own nor any of its Subsidiaries owns any real property. The Company has heretofore made available to Parent correct and complete copies of all leases, subleases and other agreements (collectively, the "Real Property Leases") under 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 or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 3.10 of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liensrecord. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the The plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for use.

Title to Properties. The Company does not own any real property. The Company has heretofore made available to Parent correct and complete copies of all leases, subleases and other agreements (collectively, the "Real Property Leases"a) under 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 or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in on Section 3.9 3.09(a) of the Company Seller Disclosure Letter, the Target Companies own good and marketable title to, or hold pursuant to valid and enforceable leases, all of the material, tangible personal property, used or held for use by them in the conduct of their business that are material to the business of the Target Companies (i) the Company or one of its Subsidiaries has taken as a valid leasehold interest in each parcel of Leased Real Property whole), free and clear of all Liens, except for Permitted Liens except liens and Excepted Liens. (b) The real property demised by the Leases described on Section 3.09(b)(i) of record the Seller Disclosure Letter (the “Leased Real Property”) constitutes all of the real property leased by the Target Companies. Except as set forth on Section 3.09(b)(ii) of the Seller Disclosure Letter and other permitted liens and each Real Property assuming that such Lease is a valid and binding obligation of the other counterparties thereto, the Leases are in full force and effect, (ii) all rent and other sums the applicable Target Company holds a legal, binding, valid, enforceable and charges due existing leasehold interest in each parcel or tract of real property leased by it under each such Lease, subject to proper authorization and payable execution of such lease by the Company other party and the application of any bankruptcy or its Subsidiaries creditor’s rights Laws. Seller has delivered or made available to Purchaser complete and accurate copies of each of the Leases described on Section 3.09(b)(i) of the Seller Disclosure Letter and none of such Leases have been modified in any material respect, except to the extent that such modifications are disclosed by the copies delivered or made available to Purchaser. None of the Target Companies, and to Seller’s Knowledge no other party to any such Leases, is in default, or has delivered or received any notice of default, under any of such Leases and no event has occurred that with notice or the passage of time, or both, would constitute a default, or permit the termination, modification or acceleration of rent under any such Leases, except where such default would not reasonably be expected to be material to the Target Companies, taken as tenants thereunder are current in all material respectsa whole. Except as set forth on Section 3.09(b)(iii) of the Seller Disclosure Letter, (iiia) no termination event or condition or uncured default of a material nature on the part none of the Company Target Companies have subleased, licensed or otherwise granted any Person the right to use or occupy such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable lawor any portion thereof, and (vb) the Company and its Subsidiaries own outright all none of the Target Companies have collaterally assigned or granted any other security interest in such Leases or any interest therein. (c) Except as set forth on Section 3.09(c) of the Seller Disclosure Letter, none of the Target Companies own any real property. (d) Except as set forth on Section 3.09(d) of the Seller Disclosure Letter, Seller owns no personal property (except for property, real property, leased real property or assets for which it has a valid and enforceable right any other asset other than the Purchased Shares. (e) The Target Companies own, operate or control, or are parties to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of legally binding Contracts that will result in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would notTarget Companies owning, individually operating or in the aggregate, have a Company Material Adverse Effectcontrolling, the plant, property and equipment projects set forth on Section 3.09(e) of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for useSeller Disclosure Letter.

Title to Properties. The Company does not own any real propertyVendor has complied in all respects with the Regulations. The Company has heretofore made available to Parent correct and complete copies of all leases, subleases and other agreements (collectively, Properties are in good standing under the "Real Property Leases") under 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 or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 laws of the Company Disclosure LetterProvince of Saskatchewan, (i) all assessment work required to maintain the Company Properties in good standing has been performed and all fees of Governmental Authorities have been paid and all filings required to maintain the Properties in good standing have been properly and timely recorded or one filed with appropriate Governmental Authorities and the Vendor has no knowledge of its Subsidiaries has any conflicting mineral rights. The Properties are properly and accurately described in Schedule “A” hereto. The Vendor is the owner of a valid leasehold 100% registered and beneficial right, title and interest in and to all parts of the Properties and the Information with good and marketable title thereto and each parcel part of Leased Real Property the Properties and the Information is free and clear of all Liens except liens and there is no adverse claim or challenge to ownership of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the any part of the Company Properties or the Information and there are no outstanding rights or options to acquire or purchase any part of the Properties or the Information or any third party royalties, net profits interests or similar interests relating to any parts of the Properties or the Information. The Vendor has not consented to the sale of any Crown minerals that are the subject of the Properties under applicable Treaty Land Entitlement Agreements. The Vendor does not own any real property related to the Properties (whether or not the same overlay the Properties). The Vendor has no knowledge that the owners of the Surface Lands will fail to grant access to any owner of the Properties in, over and along the Surface Lands as and when the Properties are to be converted to leases or that such Subsidiary orowners will create impediments to the acquisition of the Surface Lands or that the Government of Saskatchewan will intervene in the process relative to the acquisition of the Surface Lands by an owner of the Properties in a manner which is adverse to the interests of any such owner. The Vendor has not received notice from the Government of Saskatchewan that, upon application, the Government of Saskatchewan will fail to convert the Properties to leases and that the same will therefore be subject to termination notwithstanding the fact that the owner shall be in full compliance with the terms thereof and Applicable Law. The Vendor has not received notice from the Government of Saskatchewan that the boundaries of the Properties overlap with rights of third Persons and are therefore subject to change. No part of the Properties have been taken or expropriated by any tribunal or other body having power of expropriation, nor has any Legal Proceeding or notice in respect of any such expropriation been commenced, given or threatened. Neither the Vendor nor, to the Knowledge Vendor’s knowledge, the Government of Saskatchewan is in breach of any of the Company or provisions of the Properties and (subject to obtaining any such SubsidiaryConsents and Vendor Regulatory Approval to the completion of the Transaction), the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms completion of the applicable Real Property Lease and applicable law, and (v) Transaction will not afford the Company and its Subsidiaries own outright all Government of Saskatchewan the right to terminate the Properties nor will the completion of the personal property (except for leased property Transaction result in any additional or assets for which it more onerous obligation on YC with respect to the Properties. The Vendor has a valid and enforceable right to use) which is reflected on the Balance Sheetnot sublet, except for property since sold assigned, licensed or otherwise disposed conveyed any rights in and to any parts of in the ordinary course of business and consistent with past practice and except for liens of record and Properties or the Information to any other permitted liensPerson. Except where the failure would not, individually or in the aggregate, The Properties have a Company never suffered any Material Adverse Effect. Notwithstanding any other provision in this Agreement, YC acknowledges and agrees that the Vendor in no way represents and warrants as to Her Majesty the Queen in Right of Saskatchewan’s title to the “subsurface minerals” (as defined in the Regulations) listed in the Properties and the right to explore and prospect for “subsurface minerals” (as defined in the Regulations) conveyed by the Properties is subject to any and all defects in, and Liens against, Her Majesty the Queen in Right of Saskatchewan’s ownership share in the “subsurface minerals” (as defined in the Regulations). The Vendor has no knowledge of and has not received notice from any Governmental Authority in respect of any such defects in or Liens against Her Majesty the Queen in Right of Saskatchewan’s ownership share in the “subsurface minerals” (as defined in the Regulations). As of the date hereof, the plant, property and equipment Vendor has paid to the SER (in lieu of meeting exploration expenditure requirements) in respect of the Company and its Subsidiaries that are used in Properties, the operations aggregate amount of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for useC$640,000.

Title to Properties. The (i) Section 3.01(n)(i) of the Company does not own any real property. The Company has heretofore made available to Parent correct Disclosure Letter sets forth, as of the date of this Agreement, a true and complete copies list of all leasesreal property owned by the Company and its Subsidiaries (individually, subleases an “Owned Real Property”). (ii) Section 3.01(n)(ii) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true and other agreements complete list of all material leases of real property (collectively, the "“Real Property Leases"”) under which the Company or any of its Subsidiaries uses is a tenant or occupies or has the right to use or occupya subtenant (individually, now or in the future, any real property or facility (the "a “Leased Real Property"”), including without limitation all modifications, amendments . (iii) Except as has not had and supplements thereto. Except in each case where the failure would notnot reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect Effect, the Company or except as otherwise set forth in Section 3.9 a Subsidiary of the Company Disclosure Letterhas good and valid fee title to each Owned Real Property, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property case free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is defects in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheettitle, except for property since sold (A) mechanics', carriers', workmen's, warehousemen's, repairmen's or otherwise disposed of other like Liens arising or incurred in the ordinary course of business and consistent with past practice and except practice, (B) Liens for liens of record taxes, assessments and other permitted liens. Except where governmental charges and levies that are not due or payable or that may thereafter be paid without interest or penalty and for which adequate reserves have been established in accordance with GAAP, (C) Liens affecting the failure interest of the grantor of any easements benefiting Owned Real Property, (D) Liens (other than liens securing indebtedness for borrowed money), defects or irregularities in title, easements, rights-of-way, covenants, restrictions, and other, similar matters that do not and would notnot reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, materially impair the plant, property continued use and equipment operation of the assets to which they relate in the business of the Company and its Subsidiaries that are used as presently conducted and (E) zoning, building and other similar codes and regulations (collectively, “Permitted Liens”). (iv) Except as has not had and would not reasonably be expected to have, individually or in the operations aggregate, a Material Adverse Effect, the Company or a Subsidiary of their businesses the Company has a good and valid title to a leasehold estate in each Leased Real Property, all Real Property Leases are in good operating condition full force and repaireffect, subject and neither the Company nor any of its Subsidiaries that is party to ordinary wear such leases has received or given any written notice of any material default thereunder which default continues on the date of this Agreement. (v) The Company has made available to Parent true and tear, and, subject to normal maintenance, are available for usecomplete copies of the Real Property Leases.

Title to Properties. The Company does not own any real property. The Company has heretofore made available to Parent correct (a) Wejo and complete copies of all leaseseach Wejo Subsidiary owns good and valid title to, subleases and other agreements (collectively, the "Real Property Leases") under 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 or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has holds a valid leasehold interest in, all of the material tangible personal property used by it in each parcel the conduct of Leased Real Property its business, free and clear of all Liens Liens, except liens for Permitted Liens. Each such item of record material tangible personal property is in all material respects in operable condition and other permitted liens repair, subject to normal wear and tear, ongoing repairs or refurbishments in the ordinary course and obsolescence in the ordinary course. (b) Neither Wejo nor any Wejo Subsidiary owns any real property, nor has Wejo or any Wejo Subsidiary ever owned any real property. Section 4.7(b) of the Wejo Disclosure Schedules contains a list of all real property leased or subleased by Wejo and each Wejo Subsidiary as of the date hereof (the “Wejo Leased Real Property”), including the address thereof and a list of the Wejo Lease related thereto. Wejo has delivered to TKB a true and complete copy of each lease, including all amendments thereto and guarantees thereof, with respect to each parcel of Wejo Leased Real Property Lease is (each, a “Wejo Lease”). Except as set forth on Section 4.7(b) of the Wejo Disclosure Schedules, with respect to each Wejo Lease: (i) either Wejo or the Wejo Subsidiaries has a valid and enforceable leasehold interest in full force and effecteach Wejo Leased Real Property (in accordance with the terms of such Wejo Leases, subject to the Enforceability Exceptions); (ii) all rent and other sums and charges due and payable neither Wejo nor any Wejo Subsidiary has received written notice of any existing material defaults thereunder by Wejo or any Wejo Subsidiary (as applicable) nor, to the Knowledge of Wejo, are there any existing material defaults by the Company or its Subsidiaries as tenants thereunder are current in all material respects, lessor thereof; (iii) no termination event has occurred which (with notice, lapse of time or condition or uncured default of both) would constitute a material nature on the part of the Company breach or default thereunder by Wejo or any such Wejo Subsidiary (as applicable) or, to the Knowledge of the Company or Wejo, any such Subsidiary, the landlord, exists under any Real Property Lease, other party thereto; and (iv) the Company or one of its Subsidiaries is in actual possession of each Wejo Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject free from structural, physical and mechanical defects, in all material respects and is maintained in a manner consistent with standards generally followed with respect to ordinary wear similar properties. Wejo and teareach Wejo Subsidiary holds a valid leasehold interest in the Wejo Leased Real Property, andfree and clear of all Liens, subject except for Permitted Liens. No Wejo Leased Real Property, or portion thereof, is subleased by Wejo or any Wejo Subsidiary to normal maintenancea third party. There are no condemnation proceedings pending, are available for useor the Knowledge of Wejo, threatened, with respect to any Wejo Leased Real Property or portion thereof.

Title to Properties. The Company does not own and the Company Subsidiaries have good title to all material properties owned by them, in each case, free and clear of all Liens, other than Permitted Liens. Neither the Company nor any of the Company Subsidiaries owns any real property. The Set forth on Schedule 3.13 is a true, complete and in all material respects accurate list (the “Company has heretofore made available to Parent correct and complete copies Leased Property List”) of all existing leases, subleases subleases, licenses or other occupancy agreements and other agreements all amendments, modifications, extensions and supplements thereto (collectively, the "Real Property “Leases"”) under to which the Company or any of its Subsidiaries uses Company Subsidiary is a party or occupies or has the right to use or occupy, now or in the future, any real property or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, (i) by which the Company or one any Company Subsidiary is bound, setting forth (a) the date thereof, (b) the names of its Subsidiaries has the parties thereto, (c) the identification of each rentable space that comprises the aggregate space demised under the Lease by address, city, country and by floor/suite number or other similar identification, (d) the commencement date and expiration date thereof, (e) the minimum or fixed monthly rent payable thereunder, and (f) the square footage covered thereby. Except as set forth on the Company Leased Property List, neither the Company nor any Company Subsidiary is a valid leasehold interest in each parcel of Leased Real Property free party to, or bound by, any Lease. True, complete and clear correct copies of all Liens except liens Leases set forth on the Company Leased Property List have heretofore been made available to Parent. Each of record and other permitted liens the Leases set forth on the Company Leased Property List constitutes the entire agreement between the respective parties thereto and each Real Property Lease is valid and subsisting and in full force and effect. There is not, (ii) all rent and other sums and charges due and payable under any such leases, any existing default or event of default or event that with notice or lapse of time, or both, would constitute a default or event of default by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part any of the Company Subsidiaries that has had or any such Subsidiary or, would reasonably be expected to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, . To the plant, property and equipment knowledge of the Company, no landlord, sublessor, licensor or any other party under a Lease (other than Company and or any Company Subsidiary) is in material default in respect of its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for useobligations thereunder.

Title to Properties. The (a) Except as specifically disclosed on Schedule 2.13, the Company does not own any real property. The Company and each of its Subsidiaries has heretofore made available to Parent correct good and complete copies marketable title to, or in the case of leased property have valid leasehold interests in, all of its properties and assets, free and clear of all leasesmortgages, subleases liens, restrictions or encumbrances. All owned or leased real property of the Company and other agreements (collectively, the "Real Property Leases") under its Subsidiaries is listed on Schedule 2.13. A true copy of each lease to which the Company or any of its Subsidiaries uses or occupies or is a party, is listed on Schedule 2.13 and has the right to use or occupy, now or in the future, any real property or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of been delivered by the Company Disclosure Letterto Parent, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent effect and other sums and charges due and payable by affords the Company or its Subsidiaries the Subsidiary, as tenants thereunder are current in all material respectsthe case may be, (iii) no termination peaceful and undisturbed possession of the subject matter of such lease. No default or event or condition or uncured of default of a material nature on the part of the Company or any such Subsidiary or, to of its Subsidiaries or on the Knowledge part of the Company or any such Subsidiary, the landlordlessor, exists under any Real Property Leaselease, (iv) and neither the Company nor any of its Subsidiaries has received any notice of default under any such lease or one any indication that the owner of the leased property intends to terminate such lease, and no event has occurred which with notice or the lapse of time, or both, would constitute a default under any such lease. Except as specifically disclosed on Schedule 2.13, the Company holds all easements, rights-of-way and other rights necessary to own, operate and maintain its physical plant (including all telephone lines) and the Company is not in breach of, or default under, any such easement, right-of-way or other right and there are not any materially burdensome limitations or obligations on the Company under any such easement, right-of-way or other right. (b) Except as set forth on Schedule 2.13, neither the Company nor any of its Subsidiaries is in actual possession violation of each Leased Real Property and is entitled any zoning, land-use, building or safety law, ordinance, regulation or requirement or other law or regulation applicable to quiet enjoyment thereof the operation of its owned or leased properties, nor has it received any notice of violation with which it has not complied, in accordance with any case in which the terms consequences of such violation if asserted by the applicable Real Property Lease and applicable lawregulatory authority would be adverse with respect to the Company or such Subsidiary. All real property occupied pursuant to leases, and (v) substantially all tangible personal property owned or leased by the Company and its Subsidiaries own outright all taken as a whole and required for the purpose of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected carrying on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of its business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would notoperations, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are is in good operating condition and repair, subject to ordinary reasonable wear and teartear excepted, and, subject and no material portion of any such real or personal property has suffered any damage by fire or other casualty which has not heretofore been completely repaired and restored to normal maintenance, are available for useits original condition to the extent necessary or useful in the continued operation of its business.

Title to Properties. The At each Delivery Date, the Company does and each of the Valero MLP Parties will have good and indefeasible title to all real property and good and marketable title to all personal property described in the most recent Preliminary Prospectus as being owned by them, in each case free and clear of all liens, encumbrances and defects, except (i) such as are described in the most recent Preliminary Prospectus and (ii) such as do not own materially interfere with the use of such properties taken as a whole as they have been used in the past and are proposed to be used in the future as described in the most recent Preliminary Prospectus; all real property and buildings held under lease or license by the Company and the Valero MLP Parties are held by them under valid and subsisting and enforceable leases or licenses with such exceptions as do not materially interfere with the use of such properties taken as a whole as they have been used in the past and are to be used in the future as described in the Preliminary Prospectus. For purposes of this Underwriting Agreement, the phrase “good and indefeasible title” to all real property shall mean, with respect to any real property. The property interest, and subject to the terms, conditions, and provisions contained in the realty deeds and leases creating such real property interest, that the ownership, rights, possession and title in the jurisdiction and locale where the real property interest is located, is in each case legally sufficient in all material respects to conduct the business and operations of the Company has heretofore made available and the Valero MLP Parties as described in the Preliminary Prospectus under the caption “Business of Vxxxxx X.X.,” as such business and operations relate to Parent correct the location of such real property interest, and complete copies is free and clear of all leasesliens, subleases claims, security interests or other encumbrances excepting (in each case) permitted encumbrances, such title defects, and other agreements (collectivelyimperfections, limitations, correlative rights, or appurtenant rights or obligations contained in, arising from or created by the "Real Property Leases") instrument under which the Company or any of the Valero MLP Parties hold title to such real property interest or contained in its Subsidiaries uses chain of title thereto, which do not materially and adversely effect current or occupies or has the right to intended use or occupy, now or in operation of the future, any subject real property interest or facility (the "Leased Real Property")which are capable of being routinely addressed, including without limitation all modificationscured, amendments and supplements thereto. Except in each case where the failure would not, individually avoided or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of assumed in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment land management of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for useValero MLP Parties.

Title to Properties. (a) The Company does not own any real property. The Company has heretofore made available to Parent correct and complete copies of all leases, subleases and other agreements (collectively, the "Real Property Leases") under 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 or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright subsidiaries have good, valid and marketable title to, or valid leasehold interests in, all of the personal property their material tangible properties (including real property) and assets except for leased property such as are no longer used or assets for which it has a valid and enforceable right to use) which is reflected on useful in the Balance Sheet, except for property since sold conduct of their respective businesses or otherwise as have been disposed of in the ordinary course of business and consistent with past practice and except for liens defects in title, easements, restrictive covenants and similar encumbrances or impediments that, in the aggregate, do not and will not materially interfere with their ability to conduct their respective businesses as currently conducted or are otherwise set forth on Section 3.19 of record the Company Disclosure Schedule. All such material properties and assets, other than properties and assets in which the Company or any of its subsidiaries has leasehold interests, are free and clear of all Liens, except for Liens that, individually or in the aggregate, do not and will not materially interfere with the ability of the Company and its subsidiaries to conduct their respective businesses substantially as currently conducted. (b) Section 3.19(b) of the Company Disclosure Schedule sets forth the addresses of (i) the real property currently owned by the Company or its subsidiaries (the “Owned Real Property”) and (ii) any real property formerly owned or leased by the Company or its subsidiaries since the later of (x) 10 years prior to the date of this Agreement and (y) in the case of Copper Craft, Inc. and Xxxxxx Metal Products, Inc., the date of their respective acquisitions. The Company is in actual possession of the Owned Real Property. The Company has delivered to Parent complete and correct copies of all existing title insurance policies held by the Company, and all surveys possessed by the Company with respect to the Owned Real Property (and, to the knowledge of the Company, such surveys are accurate in all material respects and no material changes or improvements have been made to such properties which would be reflected in an updated new survey). Except as set forth in Section 3.19(b) of the Company Disclosure Schedule, and to the knowledge of the Company, no portion of any of the improvements erected on the Owned Real Property encroaches on adjoining property or public streets in any material respect and no portion of any of the Owned Real Property is, or has been subjected to an ad valorem tax valuation such that a change in ownership or use (whether now existing or in the future) has caused or will cause material additional ad valorem taxes to be imposed upon the Owned Real Property. The water, gas, electricity and other permitted liensutilities serving each of the Owned Real Property is adequate to service the normal operation of each of the Owned Real Property in all material respects. (c) Section 3.19(c) of the Company Disclosure Schedule is an accurate and complete list of all leases or rights of occupancy pursuant to which the Company or any of its subsidiaries leases or subleases any real property or interest therein (collectively, the “Real Property Leases”). Except as set forth in Section 3.19(c) of the Company Disclosure Schedule, the Company or one of its subsidiaries is the lessee under all Real Property Leases, and no party other than the Company or one of its subsidiaries has any right to possession, occupancy or use of any of the properties demised under the Real Property Leases. A true and correct copy of each Real Property Lease has been delivered to Buyer, together with all amendments and modifications thereto, and all subordination, non-disturbance and/or attornment agreements related thereto, and no changes have been made thereto since the date of delivery except as disclosed in Section 3.19(c) of the Company Disclosure Schedule. Each Real Property Lease to which the Company or any subsidiary is a party or by which it is bound is a valid and binding obligation of the Company or such subsidiary and, to the knowledge of the Company, the valid and binding obligation of each other party thereto. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any other party thereto is in material violation of or in material default in respect of, nor has there occurred an event or condition which with the passage of time or giving of notice (or both) would constitute a material default under or permit the termination of, any such Real Property Lease. (d) The Company or one of its subsidiaries is in actual possession of the properties demised under the Real Property Leases. The Company or one of its subsidiaries has good, valid and indefeasible title to all the leasehold estates conveyed under the Real Property Leases free and clear of all Liens except for Liens that, individually or in the aggregate, do not and will not materially interfere with the ability of the Company and its subsidiaries to conduct their respective businesses substantially as currently conducted. Except as set forth in Section 3.19(d) of the Company Disclosure Schedule, the basic rent and all additional rent payable under the Real Property Leases have been paid to date and not more than one (1) month in advance. The total basic rent and all additional rent paid by the Company and its subsidiaries under the Real Property Leases was $748,000 in fiscal year 2002. All work required to be performed under the Real Property Leases by the landlords thereunder or by the Company or any of its subsidiaries has been performed, except where the failure would to so perform could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on the Company, and, to the plantextent that the Company or any of its subsidiaries is responsible for payment of such work, property and equipment has been fully paid for, whether directly to the contractor performing such work or to such landlord as reimbursement therefor, except for items which the Company or any of its Subsidiaries is disputing in good faith (which items are set forth in Section 3.19(d) of the Company and its Subsidiaries that are used Disclosure Schedule). There have been no casualties which could result in the operations termination of their businesses are any Real Property Lease or the application of any buy-out provisions contained in good operating condition and repair, subject any Real Property Lease relative to ordinary wear and tear, and, subject to normal maintenance, are available for usedamage by casualty.

Title to Properties. Absence of Liens and Encumbrances ------------------------------------------------------ (a) The Company does not own any real property, nor has it ever owned any real property. The Company has heretofore made available to Parent correct and complete copies Schedule 2.12 (a) sets forth a list of all leases, subleases and other agreements (collectivelyreal property ---------------- currently leased by the Company, the "Real Property Leases") under which name of the Company or any lessor and the date of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property or facility (the "Leased Real Property"), including without limitation all modifications, amendments lease and supplements each amendment thereto. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is All such current leases are in full force and effect, (ii) all rent are valid and other sums effective in accordance with their respective terms, and charges due and payable by the Company is not, nor to the best of the Company's knowledge, no other party is under any of such leases, any existing default or its Subsidiaries as tenants thereunder are current in all material respectsevent of default (or event which with notice or lapse of time, (iii) no termination event or condition or uncured default of both, would constitute a material nature on default). Neither the part operations of the Company or any on such Subsidiary orreal property nor, to the Knowledge Company's knowledge, such real property, including improvements thereon, violate any applicable building code, zoning requirement, or classification or statute relating to the particular property or such operations, and such non-violation is not dependent, in any instance, on so-called non-conforming use exceptions. (b) The Company has good and marketable title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens (as defined in Section 2.10(b)(vii)), except as reflected in the Company Financials or any such Subsidiaryin Schedule 2.12(b) and except ---------------- for liens for taxes not yet due and payable, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property Liens imposed by law and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of incurred in the ordinary course of business for obligations not yet due to carriers, warehouse men, laborers and consistent material men and Liens in respect of pledges or deposits under workers' compensation laws, and such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not materially detract from the value, or materially interfere with past practice the present use, of the property subject thereto or affected thereby. (c) Schedule 2.12(c) lists all fixed assets (the "Equipment") owned or ---------------- leased by the Company as of October 31, 1999, and except for liens of record since such date there have been no material additions or deletions to such Equipment. All facilities, machinery, equipment, fixtures, vehicles, and other permitted liens. Except where properties owned, leased or used by the failure would not, individually or in Company are (i) adequate for the aggregate, have a Company Material Adverse Effect, conduct of the plant, property and equipment business of the Company as currently conducted and its Subsidiaries that are used in the operations of their businesses are (ii) in good operating condition condition, regularly and repair, subject to ordinary wear and tear, andproperly maintained, subject to normal maintenancewear and tear and reasonably fit and usable for the purposes for which they are being used, are available except where a failure to be in such condition would not have a Material Adverse Effect on the Company. (d) The Company has not sold or otherwise released for usedistribution any of its customer files and other customer information relating to the Company's current and former customers (the "Company Customer Information"). No person other than the Company possesses any claims or rights with respect to use of the Company Customer Information.

Title to Properties. The (a) Section 3.17(a) of the Company does not own any Disclosure Schedule identifies (i) all real property. The Company has heretofore made available to Parent correct properties (by name and complete copies of all leases, subleases and other agreements (collectively, the "Real Property Leases"location) under which owned by 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 or facility (the "“Company Owned Property”); (ii) all leases and subleases of the Company Owned Property or any portion thereof to third parties using or occupying the Company Owned Property or any portion thereof; and (iii) all leases and subleases (collectively, the “Company Real Property Leases”) for real properties and interests in real properties leased or subleased by the Company or any of its Subsidiaries as lessee or sublessee (the “Company Leased Property”). The Company Owned Property and the Company Leased Property are referred to collectively as the “Company Real Property"), including without limitation all modifications, amendments and supplements thereto. ”. (b) Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in on Section 3.9 3.17(b) of the Company Disclosure LetterSchedule, (i) the Company or one of its the Company’s Subsidiaries has have good and valid, fee simple title to the Company Owned Property, and a valid leasehold interest in, subleasehold interest in, or other occupancy right with respect to, material Company Leased Property, in each parcel of Leased Real Property case free and clear of all Liens except liens other than Permitted Exceptions, and sufficient to allow each of record the Company and other permitted liens the Company’s Subsidiaries to conduct their business as and where currently conducted, and (ii) there are no existing, pending, or to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any of the Company Real Property. With respect to each of the material Company Real Property Leases, (A) such Company Real Property Lease is in full force valid and effect, (ii) all rent and other sums and charges due and payable by binding on the Company or any of its Subsidiaries Subsidiaries, as tenants thereunder are current in all material respectsapplicable, (iiiB) no termination event or condition or uncured default of a material nature on the part none of the Company or any such Subsidiary of its Subsidiaries or, to the Knowledge of the Company, any other party to such Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof material breach or material violation of, or in accordance with the terms of the applicable material default under, such Company Real Property Lease and applicable law, and (vC) to the Company and its Subsidiaries own outright all Knowledge of the personal property Company, no event has occurred which would result in such a material breach or material violation of, or a material default under, such Company Real Property Lease. (except for leased property or assets for which it has a valid and enforceable right to usec) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment Each of the Company and the Company’s Subsidiaries, in respect of all of its Subsidiaries material properties, assets and other rights that are do not constitute the Company Real Property (other than Intellectual Property), (i) has good and valid title thereto free and clear of all Liens other than Permitted Exceptions and (ii) owns, has valid leasehold interests in or valid contractual rights to use, in all material respects, all of such properties, assets and other rights, tangible and intangible (other than Intellectual Property) used by its business, in the operations of their businesses are in good operating condition and repaireach case, subject to ordinary wear and tear, and, subject to normal maintenance, are available except for usePermitted Exceptions.

Title to Properties. The (a) Neither the Company does not own nor any Subsidiary owns any real property. The Company has heretofore made available to Parent correct and complete copies of all leases, subleases and other agreements real property covered by the leases (collectively, the "Real Property Leases") described under which the caption referencing this Section 3.09 in the Disclosure Letter constitutes all of the real property rented, used or occupied by the Company or any of its and the Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property or facility (the "Leased Real Property"). The Real Property has direct access, including sufficient for the conduct of the Company's and the Subsidiaries' business as now conducted, to public roads and to all necessary utilities. (b) The Leases are in full force and effect and the Company and each Subsidiary, as applicable, holds a valid and existing leasehold interest under each of the respective Leases for the term set forth under such caption referencing Section 3.09 in the Disclosure Letter. The Company has delivered to Parent complete and accurate copies of each of its Leases, and none of the Leases has been modified in any respect, except to the extent that such modifications are disclosed by the copies delivered to the Company. Neither the Company nor any Subsidiary is in default in any material respect, and no circumstances exist which, if unremedied, would, either with or without limitation notice or the passage of time or both, result in such default under any of the Leases. (c) The Company or one of the Subsidiaries owns good and marketable title to each of the tangible properties and tangible assets reflected on the Latest Balance Sheet or acquired since the date thereof, free and clear of all modificationshypothecations, amendments liens and supplements theretoencumbrances, except for (i) liens for current Taxes not yet due and payable, (ii) the Real Property subject to the Leases, (iii) personal property used by the Company and subject to lease, all of which leases are identified in the Disclosure Letter under the caption referencing this Section 3.09, and (iv) assets disposed of since the Balance Sheet Date in the ordinary course of business. (d) All of the buildings, machinery, equipment and other tangible assets that are necessary for the conduct of their business are in good condition and repair, ordinary wear and tear excepted with respect to all of such assets, and are usable in the ordinary course of business. Except The Company and the Subsidiaries own, or lease under valid leases, all buildings, machinery, equipment and other tangible assets necessary for the conduct of their business as currently conducted. (e) Neither the Company nor any Subsidiary is in violation in any material respect of any applicable zoning ordinance or other law, regulation or requirement relating to the operation of any properties used in the operation of its business, and neither the Company nor any Subsidiary has received any notice of any such violation, or notice of the existence of any threatened or actual condemnation proceeding with respect to any of the Real Property, except, in each case where case, with respect to violations the failure would notpotential consequences of which do not or are not reasonably likely, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for use.

Title to Properties. The (a) Except as set forth on Schedule 3.8(a), the Primary Contributed Company does not own any Group owns good title to, or holds pursuant to valid and enforceable leases, all of the tangible personal property shown to be owned or leased by it on the Latest Balance Sheet, free and clear of all Liens, except for Permitted Liens. (b) Schedule 3.8(b) sets forth the address of each leased real property. The Company has heretofore made available to Parent correct , and a true and complete copies list of all leases, subleases and other agreements or licenses with respect thereto (collectively, the "Real Property Leases") under 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 or facility (the "“Leased Real Property"”) and constitutes all of the real property leased, subleased, licensed or otherwise used or occupied by the Primary Contributed Company Group. Except as set forth on Schedule 3.8(b), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is leases are in full force and effect, and the applicable Primary Contributed Company holds a legal, valid and existing leasehold interest under each such lease, subject to proper authorization and execution of such lease by the other party and the application of any bankruptcy or creditor’s rights laws. Greystone has delivered or made available to Xxxxxxx complete and accurate copies of each of the leases described on Schedule 3.8(b), and none of such leases have been modified in any material respect, except to the extent that such modifications are disclosed by the copies delivered or made available to Xxxxxxx. No Primary Contributed Company is in material breach or default under any of such leases, 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 Leased Real Property. Except as set forth on Schedule 3.8(b), no Primary Contributed Company Group has collaterally assigned or granted any other security interest in such Leased Real Property or any interest therein. (c) Schedule 3.8(c) sets forth the address and description of each real property and the legal and beneficial owners of all of the real property owned by the Primary Contributed Company Group (the “Owned Real Property”). With respect to each Owned Real Property: (i) the applicable Primary Contributed Company has good, marketable fee simple legal and beneficial title to such real property, free and clear of all Liens, except Permitted Liens, (ii) all rent and other sums and charges due and payable by except as set forth on Schedule 3.8(c), the applicable Primary Contributed Company has not leased or its Subsidiaries as tenants thereunder are current in all material respectsotherwise granted to any Person the right to use or occupy such real property or any portion thereof, (iii) there are no termination event outstanding options, rights of first offer or condition rights of first refusal to purchase such Owned Real Property or uncured default of a material nature on any portion thereof or interest therein, (iv) there are no unrecorded agreements that could adversely affect the part Primary Contributed Company’s ability or right to own, use, operate, develop, or transfer the Owned Real Property, and (v) the applicable Primary Contributed Company’s possession and quiet enjoyment of the Company Owned Real Property has not been disturbed, and there is no injunction, decree, order, writ or judgment outstanding, or any such Subsidiary claim, litigation, administrative action or similar proceeding, pending or, to the Knowledge of Greystone, threatened, relating to the Company ownership, lease, use or occupancy of the Owned Real Property or any such Subsidiary, portion thereof or the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms operation of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of Primary Contributed Company’s business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for useas currently conducted thereon.

Title to Properties. The Company does not own any real property. The Company has heretofore made available to Parent correct and complete copies of all leases, subleases and other agreements (collectively, the "Real Property ------------- Leases") under 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 or facility (the "Leased Real Property"), including without limitation all -------------------- modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 3.10 of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other liens for taxes not yet due and payable, and such imperfections of title and encumbrances, if any, as are not substantial in character, amount or extent and do not materially detract from the value, or materially interfere with the present use, of such properties or otherwise impair business operations in any material respect ("permitted liens liens") and each Real Property Lease is in full force and effect, --------------- (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge knowledge of the Company or any such SubsidiaryCompany, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the real and personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the The plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for use.

Title to Properties. The (a) Neither the Company does not own nor any of its Subsidiaries owns any real property. The Company has heretofore made available to Parent correct and complete copies real property demised by the leases described on Section 5.7 of all leases, subleases and other agreements the Disclosure Schedule (collectively, the "Real Property Leases") under which constitutes all of the real property leased by the Company or any of and its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements theretoSubsidiaries. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, Each Lease (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent constitutes the legal, valid and other sums and charges due and payable by binding obligation of the Company or its Subsidiaries as tenants thereunder are current in all material respectsthe applicable Subsidiary and, to the knowledge of the Company or applicable Subsidiary, each other party thereto and (iii) no termination is enforceable against the Company or applicable Subsidiary and, to the knowledge of the Company, each other party thereto in accordance with its terms. The Company or one of its Subsidiaries holds a valid and existing leasehold interest under each of the Leases, free and clear of all Security Interests (except as set forth in Section 5.3 of the Disclosure Schedule). The Company has delivered to Buyer complete and accurate copies of each of the Leases, and none of the Leases have been modified, except to the extent that such modifications are disclosed by the copies delivered to Buyer. Except for any net worth requirement in the Company's real property leases with respect to the parent corporation or the tenant after a merger, and except for the lease with respect to the property at 16007 and 00000 Xxxxxx Xx Xx Cantera (Irwindale, California) which HVC is currently leasing on a month-to-month basis, none of the leases listed on Section 5.7 of the Disclosure Schedule requires, pursuant to the terms thereof, the consent of, or notice to, any third Person to remain in full force and effect after the consummation of the Merger. Neither the Company nor any of its Subsidiaries is in default under any of such Leases nor does any event exist which, with notice or condition lapse of time, or uncured both, would constitute a default of a material nature on the part of the Company or any such applicable Subsidiary or(nor, to the Knowledge knowledge of the Company, on the part of any other party thereto), except where such default would not reasonably be expected to have, individually or in the aggregate, a Company or any such Subsidiary, the landlord, exists under any Real Property Lease, Material Adverse Effect. (ivb) the The Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled owns good title (or leasehold interest with respect to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (vcapital leases) the Company and its Subsidiaries own outright to all material items of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected shown on the Latest Balance Sheet, free and clear of all Security Interests, except for such personal property since sold or otherwise which has been disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would notbusiness practices since December 31, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for use1998.

Title to Properties. The (a) Neither the Company does not own nor any Company Subsidiary owns any real property. The Company has heretofore made available To the knowledge of the Company, all leases to Parent correct and complete copies of all leases, subleases and other agreements (collectively, the "Real Property Leases") under which the Company or any of its and the Company Subsidiaries uses or occupies or has are parties and under which they are in occupancy, to the right to use or occupy, now or extent reflected in the futurelatest audited balance sheet included in the Filed Company SEC Documents or entered into after the date thereof that are material to the Company’s business on a consolidated basis, any real property or facility are in full force and effect. (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. b) Except in each case where the failure would notas, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, would not reasonably be likely to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plantCompany and the Company Subsidiaries have good, property valid and equipment marketable title to, or valid leasehold interests in or other comparable contract rights in or relating to all of personal properties that are material to the Company’s business on a consolidated basis, and all such personal properties, other than personal properties in which the Company or any Company Subsidiary has a leasehold interest or other comparable contract right, are free and clear of all Liens, except (i) Liens for Taxes not yet due and payable, that are payable without penalty or that are being contested in good faith and for which adequate reserves have been recorded to the extent required by GAAP, (ii) Liens for assessments and other governmental charges or landlords’, carriers’, warehousemen’s, mechanics’, repairmen’s, workers’ and similar Liens incurred in the ordinary course of business, consistent with past practice, in each case for sums not yet due and payable or due but not delinquent or being contested in good faith by appropriate proceedings, (iii) Liens incurred in the ordinary course of business, consistent with past practice, in connection with workers’ compensation, unemployment insurance and other types of social security or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return of money bonds and similar obligations and (iv) Liens incurred in the ordinary course of business consistent with past practice that are not reasonably likely to adversely interfere in a material way with the use of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repairproperties or assets encumbered thereby (collectively, subject to ordinary wear and tear, and, subject to normal maintenance, are available for use“Permitted Liens”).

Title to Properties. The (a) Except as set forth on Section 4.07(a) of the Disclosure Schedules, the Company does not and its Subsidiaries own any real property. The Company has heretofore made available good title to, or hold pursuant to Parent correct valid and complete copies enforceable leases, all of the personal property shown to be owned by them on the Latest Balance Sheet (except for such personal property sold or disposed of subsequent to the date thereof in the ordinary course of business), free and clear of all leasesliens, subleases security interests and other agreements encumbrances, except for Permitted Liens. (b) Section 4.07(b)(i) of the Disclosure Schedules sets forth the addresses of all land, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, owned by the Company or its Subsidiaries (collectively, the "Real Property Leases") under 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 or facility (the "Leased Owned Real Property"). With respect to each parcel of Owned Real Property, including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 4.07(b)(ii) of the Company Disclosure Letter, Schedules: (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property fee simple title thereto, free and clear of all Liens except liens of record liens, security interests and other permitted liens and each encumbrances, except Permitted Liens; (ii) neither the Company nor any of its Subsidiaries has leased to any Person the right to use or occupy such Owned Real Property Lease or any portion thereof; (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof; (iv) the Company has received no written notice from any governmental agency of any violation of any statute, law, ordinance, deed restriction, rule or regulation with respect to the Owned Real Property; and (v) there is no pending or, to the Company's knowledge, threatened litigation, condemnation proceeding, or annexation proceeding affecting any of the Owned Real Property, and there are no governmental assessments against any of the Owned Real Property other than those that constitute Permitted Liens. (c) The real property demised by the leases described on Section 4.07(c)(i) of the Disclosure Schedules (the "Leased Real Property") constitutes all of the material real property leased by the Company and its Subsidiaries. Except as set forth on Section 4.07(c)(ii) of the Disclosure Schedules, the leases demising the Leased Real Property are in full force and effect, (ii) all rent subject to proper authorization and execution of such lease by the other party and the limitations of bankruptcy laws, other similar laws affecting creditors' rights and general principles of equity affecting the availability of specific performance and other sums equitable remedies. The Company has made available to Buyer true and charges due and payable by complete copies of the leases demising the Leased Real Property. Neither the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or nor any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession payment default under any such leases or any other default under any of each Leased Real Property and is entitled such leases that would permit the landlord to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for useterminate such lease.

Title to Properties. (a) The Company does not own own, or have an interest in, any real property. property other than the leasehold interests described on Section 2.13(a) of the Disclosure Schedule, which contains an accurate and complete list of all leases of real property currently being used by the Company. (b) The Company has heretofore made available to Parent provided Acquiror true, correct and complete copies of all leases, subleases and other lease guaranties, subleases, agreements (collectivelyfor the leasing, the "Real Property Leases") under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupyoccupancy of, now or other Contracts granting a right in the futureor relating to all real property, any real property or facility including all amendments, terminations and modifications thereof (the "Leased Real Property"“Lease Agreements”). The Company has not received any notice of a default with respect to any such Lease Agreement, including without limitation all modifications, amendments which has not been fully remedied and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 withdrawn. (c) Each of the Company Disclosure Letter, (i) and the Company or one Subsidiaries has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its Subsidiaries has a valid leasehold interest in each parcel material tangible properties and assets (tangible or intangible), real, personal and mixed, necessary for the conduct of Leased Real Property its business (including, without limitation, real property set forth on Section 2.13(a) of the Disclosure Schedule, free and clear of any Liens or Encumbrances (except for Permitted Encumbrances), except for Encumbrances related to Taxes not yet due and payable. Each Lease Agreement is valid, binding and enforceable in accordance with its terms against the Company and, to the knowledge of the Company, the other parties thereto and against any other Person with an interest in such real property, the Company has performed in all Liens except liens [*] Confidential treatment requested. 43 CONFIDENTIAL TREATMENT REQUESTED material respects all obligations imposed on it thereunder, and neither the Company nor, to the Knowledge of record and the Company, any other permitted liens and each Real Property Lease party thereto is in full force and effectdefault thereunder, (ii) all rent and other sums and charges due and payable nor is there any event that with notice or lapse of time, or both, would constitute a default thereunder by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or Company, any such Subsidiaryother party. Except as set forth on Section 2.13(a) of the Disclosure Schedule, the landlordCompany has not granted any lease, exists under sublease, tenancy or license of, or entered into any Real Property Leaserental agreement or contract of sale with respect to, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms any portion of the applicable Real Property Lease and applicable lawreal property or personal property set forth on Section 2.13(a) of the Disclosure Schedule. (d) The Company owns, and (v) the Company has good, valid and its Subsidiaries own outright all marketable title, free and clear of the personal property any Encumbrances (except for leased property or Permitted Encumbrances), to all material assets for which it has a valid and enforceable right to useowned by it, including: (i) which is all assets reflected on the Financial Statements (other than any assets sold after the Balance Sheet, except for property since sold or otherwise disposed of Sheet Date in the ordinary course Ordinary Course of business Business); and consistent with past practice and except for liens of record and (ii) all other permitted liens. Except where the failure would not, individually or material assets reflected in the aggregate, have a Company Material Adverse Effect, the plant, property books and equipment records of the Company and its Subsidiaries that are used in as being owned by the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for useCompany.

Title to Properties. (a) The Company does not own Seller has good and marketable fee or leasehold title to the Assets reflected in its books and records as being owned or leased, including (except as they have since been affected by transactions in the ordinary course of business or otherwise permitted by Purchaser) the real and personal properties reflected in the Seller Financial Statements (except for assets subject to financing leases required to be capitalized under generally accepted accounting principles, all of which are so reflected in the Seller Financial Statements or notes thereto), and all assets purchased by the Seller since the date of the Seller Financial Statements (except for such assets as have been disposed of by the Seller in the ordinary course of business or otherwise permitted by Purchaser), free and clear of any real property. The Company lien, claim or encumbrance, except (i) as reflected in the Seller Financial Statements or notes thereto, (ii) Permitted Liens and (iii) arising from the absence of lessor consent required by the terms of any lease. (i) Applicable zoning ordinances permit the operation of the Business at the Real Estate; (ii) the Seller (or owners of the Real Estate) has heretofore made available to Parent correct all easements and complete copies of rights, including easements for all leasesutilities, subleases services, roadways and other agreements means of ingress and egress, necessary to operate the Business; and (collectivelyiii) neither the whole nor any portion of the Real Estate has been condemned, the "Real Property Leases") under which the Company requisitioned or otherwise taken by any public authority, and no notice of its Subsidiaries uses any such condemnation, requisition or occupies or taking has the right to use or occupy, now or in the future, any real property or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except been received; except in each case where the failure of such provisions to be true and correct would notnot have a material adverse effect on the business and operations of the Business. To the Seller's knowledge, individually no such condemnation, requisition or taking is threatened or contemplated and there are no pending public improvements which may result in special assessments against or which may otherwise materially and adversely affect the Business conducted at Real Estate. To the knowledge of the Seller, the Real Estate has not been used for deposit or disposal of hazardous wastes or substances in violation of any past or current law in any material respect and there is no material liability of the Seller or Business under past or current law with respect to any hazardous wastes or substances which have been deposited or disposed of on or in the aggregateReal Estate. (c) The Seller has received no notice of, have a Company Material Adverse Effect and has no actual knowledge of, any material violation of any zoning, building, health, fire, water use or except as otherwise set forth similar statute, ordinance, law, regulation or code in Section 3.9 connection with the Business conducted at the Real Estate. (d) To the knowledge of the Company Disclosure LetterSeller, no hazardous or toxic material (ias hereinafter defined) exists in any structure located on, or exists on or under the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiarysurface of, the landlordReal Estate which is, exists in any case, in material violation of applicable environmental law. For purposes of this Section, "hazardous or toxic material" shall mean waste, substance, materials, smoke, gas or particulate matter designated as hazardous, toxic or dangerous under any Real Property Leaseenvironmental law. For purposes of this Section, (iv) "environmental law" shall include the Company Comprehensive Environmental Response Compensation and Liability Act, the Clean Air Act, the Clean Water Act and any other applicable federal, state or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable local environmental, health or safety law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property rule or assets for which it has a valid and enforceable right regulation relating to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually imposing liability or standards concerning or in the aggregateconnection with hazardous, have a Company Material Adverse Effecttoxic or dangerous waste, the plantsubstance, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repairmaterials, subject to ordinary wear and tearsmoke, and, subject to normal maintenance, are available for usegas or particulate matter.

Title to Properties. (a) The Company does not and its Subsidiaries own any real propertygood and marketable title to, or hold a valid leasehold interest in, all of the tangible personal property used by them in the conduct of their business, free and clear of all Liens, except for Permitted Liens. Each such item of material tangible personal property has been maintained in accordance with generally accepted industry practice, is in all material respects in operable condition and repair, subject to normal wear and tear, ongoing repairs or refurbishments in the ordinary course and obsolescence in the ordinary course and is adequate for the uses to which it is put. The assets owned, licensed or leased by the Company has heretofore made available and its Subsidiaries, or to Parent correct and complete copies of all leases, subleases and other agreements (collectively, the "Real Property Leases") under which the Company or any of and its Subsidiaries uses or occupies or has have sufficient rights, constitute all of the right assets necessary for the Company and its Subsidiaries to use or occupy, now or in the future, any carry on their respective businesses as currently conducted. (b) The Leased Real Property Schedule contains a list of all real property or facility leased by the Company and its Subsidiaries (the "Leased Real Property"). The Company has delivered to the Purchaser a true and complete copy of the underlying lease with respect to each parcel of Leased Real Property (each, including without limitation all modifications, amendments and supplements theretoa "Lease"). Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 on the Leased Real Property Schedule, with respect to each of the Company Disclosure Letter, Leases: (i) either the Company or one (1) of its Subsidiaries has a valid and enforceable leasehold interest in each parcel or tract of Leased Real Property free real property leased by it as to the Company or any of its Subsidiary party to the Lease, and clear to the Company's knowledge, as to the other parties thereto (in accordance with the terms of all Liens except liens such Leases, subject to applicable bankruptcy, insolvency and similar laws affecting the rights of record the parties thereto generally, and other permitted liens and each Real Property Lease subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in full force and effect, a proceeding in equity or at law)); (ii) all rent and other sums and charges due and payable neither the Company nor any of its Subsidiaries has received written notice of any material defaults thereunder by the Company or its Subsidiaries (as tenants thereunder applicable) nor, to the Company's knowledge, are current in all there any material respects, defaults by the lessor thereof; and (iii) no termination event has occurred which (with notice, lapse of time or condition or uncured default of both) would constitute a material nature on breach or default thereunder by the part of Company or its Subsidiaries (as applicable) or, to the Company's knowledge, any other party thereto. There are no contractual or legal restrictions that preclude or restrict the ability to use any Leased Real Property by the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is for the current use of such real property. There are no material latent defects or material adverse physical conditions affecting the Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings included in actual possession of each Leased Real Property are adequately maintained and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, and subject to ordinary normal wear and tear, and, for the requirements of the business of the Company and its Subsidiaries as currently conducted. No parcel of Leased Real Property is subject to normal maintenanceany governmental decree or order to be sold or is being condemned, are available for useexpropriated, re-zoned or otherwise taken by any public authority with or without payment of compensation therefore, nor, to the knowledge of Seller or the Company, has any such condemnation, expropriation or taking been proposed. (c) Neither the Company nor any of its Subsidiaries owns any real property.

Title to Properties. The (a) Neither the Company does not nor the Company Subsidiaries own or have ever owned any real property. (b) Section 4.12(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, the address and description of each parcel of real property leased or subleased by the Company or any Company Subsidiaries (the “Leased Real Property”). The Company has heretofore made available to Parent correct a true and complete copies of all leases, subleases and other agreements (collectively, the "Real Property Leases") under 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 or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession copy of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and document. (vc) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure as would notnot reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, : (i) the plant, property Company and equipment each of the Company Subsidiaries have good, valid and indefeasible title to (or, to the extent not owned, a valid leasehold interest or license in) all real and personal properties of the Company or any Company Subsidiary, in each case free and clear of all Liens and defects and imperfections of title except for Permitted Liens and Liens with respect to the Existing Credit Agreement; (ii) subject to the Bankruptcy and Equity Exceptions, each Lease (A) is a valid and binding obligation of, and (B) is enforceable and in full force and effect, in accordance with its terms, against (x) the Company or any Company Subsidiary and (y) to the Knowledge of the Company, each of the other parties thereto (excluding any Leases that expire or are terminated after the date of this Agreement in accordance with their applicable terms (other than as a result of the Company’s or any Company Subsidiary’s default or breach of the applicable terms thereof)); (iii) neither the Company, the Company Subsidiaries that are used in nor, to the operations Knowledge of their businesses the Company, any other parties thereto are in good operating condition default under any Lease or have committed or failed to perform any act if such commission or failure (with or without notice, lapse of time or both) would constitute a default under any provision of any Lease; and repair(iv) to the Knowledge of the Company, subject there does not exist any pending or threatened, condemnation or eminent domain proceedings that affect any of the Leased Real Property. Neither the Company nor any Company Subsidiary has entered into an agreement to ordinary wear and tear, and, subject to normal maintenance, are available for usesell or purchase any real property.

Title to Properties. The Company does not own any (a) Except as set forth on Section 4.08(a) of the Disclosure Schedules, each of the Acquired Entities has good and valid title to, or valid indefeasible and existing leasehold interests in, a valid easement or fee estate, or other contractual rights to, all real propertyproperty (collectively, the “Real Property”), and tangible personal property that are reasonably necessary to the operation of the Business as presently conducted, in each case free and clear of all Liens except Permitted Liens. The Company Seller has heretofore made available to Parent Purchaser true, correct and complete copies of all (i) vesting deeds pursuant to which any Acquired Entity has taken title to any fee-owned Real Property used in connection with the Business, (ii) leases, subleases and similar such agreements pursuant to which any Acquired Entity uses or occupies any Real Property, as a lessee or sublessee, in connection with the Business, and (iii) easements, surface use agreements, servitudes, licenses, rights-of-way or other similar agreements (collectively, the "Real Property Leases"“Rights-of-Way”) under pursuant to which the Company or any of its Subsidiaries Acquired Entity uses or occupies or has the right to use or occupy, now or in the future, any real property or facility (the "Leased Real Property"), as a grantee of an easement estate or license in Real Property, in connection with the Business, including without limitation all modifications, amendments amendments, supplements, waivers, side letters thereto (collectively, the “Real Property Agreements”), together with all title policies, title commitments, title abstracts, title opinion letters and supplements theretothe like appertaining to any of the foregoing to the extent the same are in Seller’s possession. All Real Property Agreements are valid and enforceable, except as affecting the rights of creditors generally or principles of equity. (b) Except in each case where as set forth on Section 4.08(b) of the failure would notDisclosure Schedules, and except for immaterial defects, failures or imperfections which, individually or in the aggregate, have a Company Material Adverse Effect would not reasonably be expected to materially impair the use or except as otherwise set forth in Section 3.9 operation of the Company Disclosure LetterPipeline as presently conducted, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease Pipeline is in full force and effectcovered, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, by Rights-of-Way in favor of an Acquired Entity, recorded or filed, as applicable and if and to the extent required in accordance with Law to be so recorded or filed, in the appropriate public or official records of the county or parish where the property covered thereby is located or with the office of the applicable State Pipeline Regulatory Agency, and (iiiii) the Rights-of-Way that cover the Initial System establish, in all material respects, a contiguous and continuous right of way for the Initial System such that the Acquired Entities are able to construct, operate, and maintain the Initial System in, over, under or across the land covered thereby in the same way that a prudent owner and operator would construct, operate and maintain similar assets. (c) Except as set forth on Section 4.08(c) of the Disclosure Schedules, to the Knowledge of Seller there is no termination (i) material breach or event or condition or uncured of default of a material nature on the part of the Company Acquired Entities with respect to any Rights-of-Way granted to the Acquired Entities that covers any of the Pipeline System, (ii) material breach or event of default on the part of any other party to any Rights-of-Way granted to the Acquired Entities that cover any of the Pipeline System, and (iii) event that, with the giving of notice or lapse of time or both, would constitute a material breach or event of default on the part of the Acquired Entities with respect to any Rights-of-Way granted to the Acquired Entities that cover any of the Pipeline System or, on the part of any other party thereto. (d) The material tangible properties used in the operation of the Business have been maintained in all material respects in the same manner as a prudent operator would maintain such Subsidiary assets and have been used by the Acquired Entities in the Ordinary Course of Business and remain as of the date hereof in suitable and adequate condition for such continued use excluding normal wear and tear. Such properties are in all material respects adequate to operate the Business as presently conducted. (e) Except as set forth on Section 4.08(e) of the Disclosure Schedules, no Acquired Entity has received any written notice from any Governmental Entity of, nor has a written request or written demand been otherwise made from any Governmental Entity for an Acquired Entity to undertake, material renovations, repairs or construction work required in order to comply with applicable Law or with the requirements of such Governmental Entity at any portion of the material Real Property that constitutes operational assets, which material renovations, repairs or construction work have not been completed. (f) No eminent domain or condemnation proceeding (or other similar litigation or proceeding) has been commenced or, to the Knowledge of Seller, has been threatened in writing by any Governmental Entity having the Company jurisdiction to do so with respect to all or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms portion of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for usePipeline System.

Title to Properties. The Company does not own any real property. The Company has heretofore made available to Parent correct and complete copies Schedule 3.6(a) contains a list of all leases, subleases real property leased by the Company and other its Subsidiaries primarily related to or primarily used in the Business (the “Leased Real Property”) and the agreements (collectively, the "pursuant to which such Leased Real Property is leased (the “Leases"”), in each case as of the date hereof. Except as set forth on Schedule 3.6(a), subject to requisite Bankruptcy Court approvals, and assumption by Seller of the applicable Lease in accordance with applicable Law (including satisfaction of any applicable Cure Costs) under which and except as a result of the commencement of the Bankruptcy Case, the Company or its Subsidiaries have a valid leasehold estate in all of the Acquired Leased Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. Except as set forth in Schedule 3.6(a), neither the Company nor its Subsidiaries has leased or otherwise granted to any Person rights to use or occupy any of the Acquired Leased Real Property that would reasonably be expected to materially impair the use or occupancy of the Acquired Leased Real Property in the operation of the Business taken as a whole. Except as set forth on Schedule 3.6(b) (the “Owned Real Property”), neither the Company nor any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, owns any real property or facility (that is used in connection with the "Leased Real Property"), including without limitation all modifications, amendments and supplements theretoBusiness. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letteron Schedule 3.6(b), (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased have fee title to all Owned Real Property Property, free and clear of all Liens except liens of record and Encumbrances, other permitted liens and each Real Property Lease is in full force and effectthan Permitted Encumbrances, (ii) all rent and other sums and charges due and payable by neither the Company or nor any of its Subsidiaries has leased or otherwise granted to any Person rights to use or occupy the Owned Real Property that would reasonably be expected to materially impair the use or occupancy of the Owned Real Property in the operation of the Business taken as tenants thereunder are current in all material respectsa whole, and (iii) there are no termination event outstanding options, rights of first offer or condition or uncured default rights of a material nature on first refusal to purchase the part of Owned Real Property. Neither the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of nor its Subsidiaries is in actual possession a party to any agreement or option to purchase any real property or interest therein primarily related to the Business. Schedule 3.6(c) sets forth a correct and complete list as of each the date hereof of all material Owned Real Property or Leased Real Property of Seller that are not being included in the Acquired Assets but that are used by the Business. Subject to requisite Bankruptcy Court approvals, and is entitled to quiet enjoyment thereof assumption by Seller of the applicable Contract in accordance with the terms applicable Law (including satisfaction of any applicable Cure Costs) and except as a result of the applicable Real Property Lease and applicable lawcommencement of the Bankruptcy Case, and (v) the Company and its Subsidiaries own outright good title to, or hold a valid leasehold interest in, all of the personal material tangible property (except for leased property or assets for which it has a valid necessary in the conduct of the Business as now conducted, free and enforceable right to use) which is reflected on the Balance Sheetclear of all Encumbrances, except for Permitted Encumbrances, other than any failure to own or hold such tangible property since sold or otherwise disposed of in that is not material to the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have Business taken as a Company Material Adverse Effect, the plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for usewhole.

Title to Properties. The Company does not own any real propertyAbsence of Liens and Encumbrances: ------------------------------------------------------- Leases, etc. The Company has heretofore made available to Parent correct Signature and complete copies of all leasesits Subsidiaries own, subleases and other agreements (collectivelyhave good, valid and ------------ marketable title to, the assets purported to be owned by them and which are material to the conduct of the business of Signature and for such purpose each hotel property owned by Signature or its Affiliates (a "Real Property LeasesSignature Property") under which the Company or any of its Subsidiaries uses or occupies or has the right shall be deemed to use or occupy, now or in the future, any real property or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements theretobe material. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure LetterSchedule 2.09 hereto, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property such assets are owned by Signature free and clear of all Liens any charge, claim, community property interest, condition, equitable interest, lien, option, pledge, security interest, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income, or exercise of any other attribute of ownership ("Encumbrance"), except liens of record for (i) any lien for current taxes not yet due and other permitted liens payable and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of liens that have arisen in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where that do not materially detract from the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment value of the Company assets subject thereto or materially impair the use or operation of such assets or the business, operations or affairs of of Signature or any of its Subsidiaries. The material items of equipment and tangible assets owned by or leased to Signature and its Subsidiaries that are used in adequate for the operations of their businesses uses to which they are being put and are in good operating condition and repair, subject to repair (ordinary wear and teartear excepted). Except as set forth in Schedule 2.09 hereto, andall of the real property owned or leased by Signature and its Subsidiaries was disclosed in Signature's annual report on Form 10-KSB for the year ended December 31, 1997, which was filed with the SEC. Valid policies of title insurance have been issued insuring Signature's or any of its Subsidiaries' title to the Signature Properties owned in fee in amounts at least equal to the purchase price or construction cost thereof (whichever is applicable), subject only to the matters set forth therein or disclosed above, and such policies are, at the date hereof, in full force and effect and there are no pending claims against any such policy. Any material certificate, permit or license from any governmental authority having jurisdiction over any Signature Property and any agreement, easement or other right which is necessary to permit the material lawful use and operation of the buildings and improvements on any of the Signature Properties or which is necessary to permit the lawful use and operation in all material respects of all driveways, roads and other means of egress and ingress, which Signature has rights to, to and from any of the Signature Properties which are currently occupied and are material to the operation of the property has been obtained and is in full force and effect. Signature is not in receipt of any written notice of any violation of any material federal, state or municipal law, ordinance, order, regulation or requirement affecting any portion of any of the Signature Properties issued by any governmental authority other than such violations which would not reasonably be expected to have a Material Adverse Effect on Signature or any of its Subsidiaries. To the Knowledge of Signature, (A) there are no material structural defects relating to Signature Properties, (B) there are no Signature Properties whose building systems are not in working order in any material respect (except for normal maintenance and operating systems failures which in any event are the subject of adequate pending repair procedures), (C) there is no physical damage to any Signature Property in excess of $50,000 for which there is no insurance in effect covering the cost of the restoration as of the date hereof, or (D) no current renovation or restoration to any Signature Property is underway or for which contracts have been entered into the cost of which exceeds $50,000, except in each case, as set forth in Schedule 2.09. Neither Signature nor any of its Subsidiaries has received any written notice to the effect that (x) any condemnations or material rezoning proceedings are pending or threatened with respect to any of the Signature Properties where the fair market value of the object of such proceedings exceeds $100,000 or (y) any zoning, building or similar law, code, ordinance or regulation is or will be violated in any material respect by Signature or its Subsidiaries by the continued maintenance, are available for useoperation, or use of any buildings or other improvements on any of the Signature Properties as currently maintained, used or operated by Signature or its Subsidiaries which is not insured over and where the remedying of such violations would materially and adversely affect the relevant Signature Property. All work to be performed, payments to be made and actions to be taken by Signature or any of its Subsidiaries prior to the date hereof pursuant to any agreement entered into with a governmental body or authority in connection with a site approval, zoning reclassification or other similar action relating to the Signature Properties has been performed, paid or taken, as the case may be, in all material respects, and Signature is not aware of any planned or proposed work, payments or actions that may be required after the date hereof pursuant to such agreements.

Title to Properties. The Company does not own Absence of Liens and Encumbrances (a) Except as set forth in Schedule 2.10 of the Stockholder Disclosure Letter, neither the Company, WW nor any Subsidiary owns any real property. The Company has heretofore made available to Parent correct and complete copies Schedule 2.10(a) of the Stockholder Disclosure Letter sets forth a list of all real property currently leased by the Company, WW or any Subsidiary. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, subleases any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default). (b) Each of the Company, WW and other agreements each Subsidiary has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of their tangible properties and assets (collectivelyincluding accounts receivable), real, personal and mixed, used or held for use in the Business, free and clear of any Liens, except as reflected in the Company Financials and except for liens for taxes not yet due and payable and such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not materially detract from the value, or materially interfere with the present use, of the property subject thereto or affected thereby. (c) Other than as set forth in Schedule 2.10(c) of the Stockholder Disclosure Letter, all material items of equipment (the "Real Property LeasesEquipment") under which (including all of the Equipment contained in the San Francisco location of the Business) used in or by the Business are owned or leased by the Company, WW or a Subsidiary. (d) All of the assets, properties and rights of every type and description, real, personal, tangible and intangible, used in the conduct of the Business are licensed by third parties to or owned by the Company or any of its Subsidiaries uses WW or occupies the Company or WW otherwise has the right to use such assets properties and rights. Neither the Stockholder nor any subsidiary or occupyaffiliate of Stockholder (including NRT) has any ownership, now license or similar interest to any of the assets, properties or rights of any type and description, real, personal, tangible and intangible, used in the future, any real property or facility (conduct of the "Leased Real Property"), including without limitation all modifications, amendments and supplements theretoBusiness. Except as provided for in each case where Exhibit A to the failure would not, individually Transition Services Agreement or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 Schedule 2.10(d) of the Company Stockholder Disclosure Letter, (i) the Company Stockholder and its subsidiaries (other than the Company, WW and the Subsidiaries) do not provide any products or one services used in the conduct of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free the Business, and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and there is no other sums and charges due and payable by agreement or understanding between the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company Stockholder or any such Subsidiary orof its affiliates and the Company, to the Knowledge of the Company WW or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for use.

Title to Properties. The Except as disclosed in the Company does not own any real property. The SEC Documents filed prior to the date hereof, each of the Company and its subsidiaries (i) has heretofore made available good and marketable title to Parent correct all of its material properties (real, personal or intangible) and complete copies of all leases, subleases and other agreements (collectively, assets that are reflected on the "Real Property Leases") under which latest balance sheet included in such Company SEC Documents as being owned by the Company or any one of its Subsidiaries uses subsidiaries or occupies or has acquired after the right to use or occupy, now or in the future, any real property or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would notdate thereof which are, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property Company's business on a consolidated basis (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of (A) all liens, mortgages, easements, irregularities of title or other encumbrances of any nature except (1) statutory liens securing payments not yet due and (2) such imperfections or irregularities of title or other liens (other than real property mortgages or deeds of trust) as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, and consistent with past practice (B) all real property mortgages and deeds of trust except for liens of record and other permitted liens. Except where the failure would not, individually or that secured indebtedness that is properly reflected in the aggregatelatest Company SEC Documents filed prior to the date hereof, and (ii) is the lessee or sublessee of all leasehold estates listed in the Company SEC Documents or acquired after the date thereof and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee (or event which with notice or lapse of time, or both, would constitute a material default) or, to the Company's knowledge, the lessor where such default could reasonably be expected to have a Company Material Adverse Effect, the plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for use.

Title to Properties. The Company does (a) Except as would not own any real property. The Company has heretofore made available reasonably be expected to Parent correct and complete copies of all leases, subleases and other agreements (collectively, the "Real Property Leases") under 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 or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would nothave, individually or in the aggregate, have a Company an EHT Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure LetterEffect, (i) EHT and the Company EHT Subsidiaries have good, valid and defensible title to all real property owned by EHT or one any of its the EHT Subsidiaries has a (collectively, the “EHT Owned Real Property”) and valid leasehold interest estates in each parcel all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by EHT or any of the EHT Subsidiaries (collectively, including the improvements thereon, the “EHT Leased Real Property Property,” and, together with the EHT Owned Real Property, the “EHT Real Property”) free and clear of all Liens Liens, except liens Permitted Liens; (ii) each Contract under which EHT or any of record and other permitted liens and each the EHT Subsidiaries is the landlord, sublandlord, tenant, subtenant or occupant with respect to EHT Leased Real Property Lease (each, an “EHT Real Property Lease”), to the 328972.00001/116443569.20 Knowledge of EHT, is in full force and effecteffect and is valid and enforceable against the parties thereto in accordance with its terms, (ii) all rent subject, as to enforceability, to Enforceability Exceptions, and neither EHT nor any of the EHT Subsidiaries, or to the Knowledge of EHT, any other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respectsparty thereto, has received written notice of any default under any EHT Real Property Lease; (iii) no termination event or condition or uncured default of a material nature on the part of the Company or there does not exist any such Subsidiary pending or, to the Knowledge of EHT, threatened, condemnation or eminent domain proceedings that affect any of the Company or any such Subsidiary, the landlord, exists under any EHT Owned Real Property Lease, or EHT Leased Real Property; (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property facilities and is entitled to quiet enjoyment thereof in accordance with the terms operations of the applicable business of EHT and the EHT Subsidiaries do not contravene any EHT Real Property Lease and applicable law, pursuant to which EHT or an EHT Subsidiary is a tenant; and (v) the Company facilities and its Subsidiaries own outright all operations of the personal property business of EHT and the EHT Subsidiaries undertaken at each EHT Real Property are in compliance with any applicable zoning regulation pursuant to any applicable Law. (except for leased property or assets for which it has a valid and enforceable right to useb) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure as would notnot reasonably be expected to, individually or in the aggregate, aggregate have a Company an EHT Material Adverse Effect, the plant(i) there are no leases, property and equipment subleases, licenses, rights or other agreements burdening or affecting any portion of the Company EHT Owned Real Property, (ii) except for such arrangements solely between or among EHT and its the EHT Subsidiaries, there are no outstanding options or rights of first refusal or first offer in favor of any other party to purchase any EHT Owned Real Property or any portion thereof or interest therein, (iii) neither EHT nor any of the EHT Subsidiaries that are is currently leasing, subleasing, licensing or otherwise granting any Person the right to use or occupy all or any portion of any EHT Real Property and (iv) the EHT Real Property constitutes all of the real estate used in the operations operation of their the respective businesses are in good operating condition of EHT and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for usethe EHT Subsidiaries.

Title to Properties. (a) The Company does not and its Subsidiaries own any good and marketable title to, or hold a valid leasehold interest in, all of the material tangible personal property used by them in the conduct of the Business, free and clear of all Liens, except for Permitted Liens. Each such item of material personal property is in all material respects in operable condition and repair, subject to normal wear and tear, ongoing repairs or refurbishments in the ordinary course and obsolescence in the ordinary course. (b) The Leased Real Property Schedule contains a list of all real propertyproperty leased by the Company and its Subsidiaries (the “Leased Real Property”). The Company Seller has heretofore made available to Parent correct the Purchaser a true and complete copies copy of all leases, subleases and other agreements (collectively, the "underlying lease with respect to each parcel of Leased Real Property Leases") under which the Company or any of its Subsidiaries uses or occupies or has the right (each, a “Lease”). With respect to use or occupy, now or in the future, any real property or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, Leases: (i) either the Company or one of its Subsidiaries has a valid and enforceable leasehold interest in each parcel or tract of Leased Real Property free real property leased by it (subject to proper authorization and clear execution by the other party thereto and subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights or to general principles of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, equity); (ii) all rent and other sums and charges due and payable neither the Company nor any of its Subsidiaries have received written notice of any existing material defaults thereunder by the Company or its Subsidiaries (as tenants applicable) nor, to Seller’s knowledge, are there any existing material defaults thereunder are current in all material respectsby the Company or its Subsidiaries (as applicable) or, to Seller’s knowledge, the lessor thereof; and (iii) to Seller’s knowledge, no termination event has occurred which (with notice, lapse of time or condition both) would constitute a material breach or uncured default thereunder by any party. Seller does not make any representation or warranty regarding whether the execution, delivery and performance of this Agreement by Seller and the consummation of the transactions contemplated hereby will conflict with, result in a material breach of, require a notice under, constitute a material default under, result in a material violation of, give rise to a right of termination, modification, cancellation, or result in the loss of a material nature on right or benefit under any of the part Leases. (c) No brokerage or leasing commissions are due and payable or will be due and payable with respect to any of the Leases by the Company or any of its Subsidiaries following the Closing. (d) Each landlord under any of the Leases has completed all improvements or construction required by such Subsidiary or, to landlord under the Knowledge applicable Lease and no landlord under any of the Leases owes the Company or any such Subsidiary, the landlord, exists on its Subsidiaries any tenant improvement allowance or other compensation under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Leases. The Company and its Subsidiaries own outright have completed all tenant improvements required by the Leases. (e) No Person other than the Company or its Subsidiaries has any right to the use of or occupancy of any of the Leased Real Property. (f) All water, sewer, electric, natural gas, telephone, drainage facilities and all other utilities required for the current use of the Leased Real Property are installed to the Leased Real Property, are connected with valid permits, comply with all applicable governmental requirements, and are adequate to service the Leased Real Property for its intended use, and no utility deposits are on deposit with respect to any such facilities. (g) The improvements located on the Leased Real Property (including all parking areas) and the personal property (except including all mechanical systems servicing the improvements) are in proper operating condition, free from any material physical, mechanical, or structural defects, and are fully usable for leased property or assets for which it has a valid and enforceable right to usetheir intended purposes. (h) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment None of the Company and nor any of its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for useowns any real property.

Title to Properties. The Company does not own any real property. The Company has heretofore made available to Parent correct and complete copies of all leases, subleases and other agreements (collectively, the "Real Property Leases"a) under 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 or facility (the "Leased Real Property"Except as set forth on Schedule 3.07(a), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure or as would notnot reasonably be expected to be, individually or in the aggregate, have material to the Company and its Subsidiaries, taken as a whole, (i) the Company Material Adverse Effect and each of its Subsidiaries owns good and marketable title to, or holds pursuant to valid and enforceable leases, all of the personal property and assets shown to be owned or leased by any of them on the Company Latest Balance Sheet, free and clear of all Liens, except for Company Permitted Liens, and such personal property and assets are all of the assets used in or necessary for the conduct of their businesses as they are being conducted as of the date hereof and (ii) no personal property or assets owned by the Seller or any of its Affiliates (other than the Company and its Subsidiaries) are required for or used in the conduct of the business of the Company and its Subsidiaries, taken as a whole. (b) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, and except as set forth on Schedule 3.07(b): (i) the Company Leased Real Property Leases and Company Landlord Leases are in full force and effect, and either the Company or one of its Subsidiaries holds a legal, valid, binding and enforceable leasehold interest under each such Company Leased Real Property Lease, free and clear of all liens and encumbrances, except for Company Permitted Liens, and, to the Company’s knowledge, the Company Leased Real Property Leases and Company Landlord Leases are valid and binding obligations of the other party or parties thereto, enforceable in accordance with their terms (except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity); (ii) the Company has delivered to the Purchaser complete and accurate copies of each of the Company Leased Real Property Leases and Company Landlord Leases described on Schedule 3.07(b) (and in the case of any oral Company Leased Real Property Lease or Company Landlord Lease, a written summary of the material terms of such Company Leased Real Property Lease or Company Landlord Lease), and none of such Company Leased Real Property Leases or Company Landlord Leases have been modified in any material respect, except to the extent that such modifications are disclosed by the copies delivered or made available to the Purchaser; (iii) neither the Company nor any of its Subsidiaries is in default in any material respect under any of such Company Leased Real Property Leases or Company Landlord Leases, and, to the Company’s knowledge, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under any Company Leased Real Property Lease or Company Landlord Lease; (iv) the Company’s or any of its Subsidiaries’ possession and quiet enjoyment of the Company Leased Real Property under the Company Leased Real Property Leases has not been disturbed in any material respect, and there are no ongoing disputes with respect to any Company Leased Real Property Lease or Company Landlord Lease; and (v) neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy such property subject to any Company Leased Real Property Lease or any material portion thereof. (c) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, and except as set forth in Section 3.9 of the Schedule 3.07(c), with respect to each Company Disclosure Letter, Owned Real Property: (i) the Company or one of its Subsidiaries (as the case may be) has a valid leasehold interest in each parcel of Leased good and marketable indefeasible fee simple title to such Company Owned Real Property Property, free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effectencumbrances, except Company Permitted Liens, (ii) all rent and other sums and charges due and payable by neither the Company nor any Subsidiary has leased or its Subsidiaries as tenants thereunder are current in all material respects, otherwise granted to any Person the right to use or occupy such Company Owned Real Property or any portion thereof (other than the Company Landlord Leases); (iii) no termination event or condition or uncured default of a material nature on other than the part right of the Purchaser pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Company Owned Real Property or any such Subsidiary orportion thereof or interest therein, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, and (iv) neither the Company nor any Subsidiary is a party to any agreement or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled option to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased purchase any material real property or assets for which it has a valid and enforceable right interest therein. (d) Except as set forth in Schedule 3.07(d), or as would not reasonably be expected to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would notbe, individually or in the aggregate, have material to the Company and its Subsidiaries, taken as a whole, (i) all certificates of occupancy, permits, licenses, franchises, approvals and authorizations of all Governmental Entities required by applicable Law to use or occupy the Company Material Adverse Effect, Real Property or operate the plant, property and equipment business of the Company and its Subsidiaries that are used in the operations of their businesses Subsidiaries, taken as a whole, as currently conducted, have been issued and are in good operating condition full force and repaireffect, subject to ordinary wear and tear(ii) the Company has not received any written notice from any Governmental Entity having jurisdiction over the Company Real Property threatening a suspension, andrevocation, subject to normal maintenance, are available for usemodification or cancellation of any Company Real Property Permit.

Title to Properties. The (a) Neither the Company does not own nor any Subsidiary owns any real property. The Company has heretofore made available to Parent correct and complete copies of all leases, subleases and other agreements (collectively, the "Real Property Leases") under 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 or facility covered by the leases (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth “Leases”) described in Section 3.9 of the Disclosure Schedule constitutes all of the real property rented, used or occupied by the Company Disclosure Letterand the Subsidiaries (the “Real Property”). The Real Property has access, sufficient for the conduct of the Company’s and the Subsidiaries’ business as now conducted, to public roads and to all necessary utilities. (ib) The Leases are in full force and effect and the Company and each Subsidiary, as applicable, holds a valid and existing leasehold interest under each of the respective Leases. The Company has made available to Parent in the Data Room complete and accurate copies of each of its Leases, and none of the Leases has been modified in any respect, except to the extent that such modifications are disclosed by the copies made available to Parent in the Data Room. Neither the Company nor any Subsidiary is in default under any of its Leases and no circumstances exist which, if unremedied, would, either with or without notice or the passage of time or both, result in such default under any of the Leases; nor, to the knowledge of the Company, is any other party to any of the Leases in default thereunder. (c) The Company or one of its the Subsidiaries has a valid leasehold interest in owns good and marketable title to each parcel of Leased Real Property the tangible properties and tangible assets reflected on the Latest Balance Sheet or acquired since the date thereof, free and clear of all Liens, except for (i) Liens except liens of record for current Taxes not yet due and other permitted liens and each Real Property Lease is in full force and effectpayable, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respectsReal Property subject to the Leases, (iii) no termination event or condition or uncured default of a material nature on the part of personal property used by the Company or any such Subsidiary orand subject to lease, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, and (iv) assets disposed of since the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms Balance Sheet Date. (d) All of the applicable Real Property Lease buildings, machinery, equipment and applicable lawother tangible assets that are necessary for the conduct of the Company’s and the Subsidiaries’ business are in good condition and repair, ordinary wear and tear excepted with respect to all of such assets, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of are usable in the ordinary course of business business. The Company and consistent with past practice and except for liens of record the Subsidiaries own, or lease under valid leases, all buildings, machinery, equipment and other permitted liens. Except where tangible assets necessary for the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment conduct of their business as currently conducted. (e) Neither the Company and its Subsidiaries that are nor any Subsidiary has received any notice of any material violation of any material applicable zoning ordinance or other law, regulation or requirement relating to the operation of any properties used in the operations operation of their businesses its business. (f) Neither the Company nor any Subsidiary has knowledge of improvements made or contemplated to be made by any public or private authority, the costs of which are in good operating condition to be assessed as special Taxes or charges against any of the Real Property, and repair, subject to ordinary wear and tear, and, subject to normal maintenance, there are available for useno present assessments.

Title to Properties. The Company does not own any At the Delivery Date, each of the Partnership Parties will have good and indefeasible title to all real property. The Company has heretofore made available property and good and marketable title to Parent correct and complete copies of all leases, subleases and other agreements (collectively, the "Real Property Leases") under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or personal property described in the futuremost recent Preliminary Prospectus and the Prospectus as being owned by them, any real property or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens liens, encumbrances and defects, except liens of record (i) such as are described in the most recent Preliminary Prospectus and other permitted liens the Prospectus and each Real Property Lease is in full force and effect, (ii) such as do not materially interfere with the use of such properties taken as a whole as they have been used in the past and are proposed to be used in the future as described in the most recent Preliminary Prospectus and the Prospectus; all rent real property and other sums and charges due and payable buildings held under lease or license by the Company Partnership Entities are held by them under valid and subsisting and enforceable leases or its Subsidiaries licenses with such exceptions as tenants thereunder do not materially interfere with the use of such properties taken as a whole as they have been used in the past and are current to be used in the future as described in the most recent Preliminary Prospectus and the Prospectus. For purposes of this Agreement, the phrase “good and indefeasible title” to all real property shall mean, with respect to any real property interest, and subject to the terms, conditions, and provisions contained in the realty deeds and leases creating such real property interest, that the ownership, rights, possession and title in the jurisdiction and locale where the real property interest is located, is in each case legally sufficient in all material respects, (iii) no termination event or condition or uncured default of a material nature on respects to conduct the part business and operations of the Company Partnership Entities as described or any incorporated by reference in the Preliminary Prospectus and the Prospectus under the caption “Business, Risk Factors and Properties,” as such Subsidiary or, business and operations relate to the Knowledge location of such real property interest, and is free and clear of all liens, claims, security interests or other encumbrances excepting (in each case) permitted encumbrances, such title defects, and imperfections, limitations, correlative rights, or appurtenant rights or obligations contained in, arising from or created by the instrument under which any of the Company Partnership Entities hold title to such real property interest or any such Subsidiarycontained in its chain of title thereto, the landlord, exists under any Real Property Lease, (iv) the Company which do not materially and adversely effect current or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms intended use or operation of the applicable Real Property Lease and applicable lawsubject real property interest or which are capable of being routinely addressed, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property cured, avoided or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of assumed in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment land management of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for usePartnership Entities.

Title to Properties. The Company does not own (a) Borrower and each of its Subsidiaries has (i) good and marketable fee simple title to its respective real Properties (other than real Properties which are leased from others), subject to no Lien of any kind except Liens permitted by Section 7.8 and (ii) good title to all of its Equipment and other ----------- personal Property and assets (other than Properties and assets leased from others), subject to no Lien of any kind except Liens permitted by Section 7.8. ----------- Schedule 6.10 (a) sets forth a true and complete list and brief description of ---------------- all real propertyProperty owned or leased by Borrower and each of its Subsidiaries on the Closing Date (after giving effect to the Acquisition), together with a true and complete list of all leases of real Property to which Borrower and each of its Subsidiaries is a party, identifying the parties to each such lease and the Property to which it relates. The Company has heretofore made available to Parent correct True and complete copies of all such leases, subleases together with all amendments, modifications and other agreements (collectivelysupplements thereto to the date hereof, the "Real Property Leases") under which the Company or any have been delivered to Agent. Borrower and each of its Subsidiaries uses enjoys peaceful and undisturbed possession under all such leases to which it is a party, none of which contains any unusual or occupies burdensome provisions which might reasonably be expected to have a Material Adverse Effect, and all such leases are valid and subsisting and in full force and effect. Borrower and each of its Subsidiaries are not in breach or has violation of the right terms of any of such leases (except for such breaches and violations as could not reasonably be expected to use or occupy, now or in the future, any real property or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would nothave, individually or in the aggregate, have a Company Material Adverse Effect Effect), and after due inquiry Borrower knows of no breach or except as otherwise set forth in Section 3.9 violation of any of such leases by any party other than Borrower and each of its Subsidiaries. None of the Company Disclosure Letter, (i) the Company personal Property owned or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable to be owned by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company Borrower or any such Subsidiary oris located or stored on sites other than those listed on Schedule 6.10 (a) Except ---------------- as set forth in Schedule 6.10(a), to the Knowledge as of the Company or any such Subsidiary, Closing Date the landlord, exists under any Real Property Lease, (iv) tangible Properties ---------------- of Borrower are and will be reasonably fit for the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets use for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed they are being put by each of such Persons in the ordinary course of its business and consistent with past practice are in reasonably sufficient and satisfactory condition to operate the business of each of such Persons as presently conducted except for liens of record and other permitted liens. Except where such tangible Properties with respect to which the failure would notto be so fit or to be in such condition could not reasonably be expected to give rise to a Material Adverse Effect. Schedule -------- 6.10 (a) also contains a true, complete and correct list and brief descriptions ------- of all items of Equipment having a value of $10,000 or more owned or leased by each of such Persons on the Closing Date. (b) Except as disclosed in Schedule 6.10(b), the real Property of ---------------- Borrower is not in violation of any law or any building, zoning or other ordinance, code, rule, order, requirement or regulation, except for violations which, individually or and in the aggregate, would not have a Company Material Adverse Effect; all licenses and certificates of occupancy which are material to the ownership or operation of such real Property have been obtained and are usable by such respective Persons, and are transferable, if necessary, or consent to such transfer will be obtained before the plantClosing Date (without cost or penalty to Agent); and there is no pending or, property and equipment to the best knowledge of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repairBorrower after due inquiry, subject threatened litigation, administrative action or examination, claim or demand relating to ordinary wear and tear, and, subject to normal maintenance, are available for usesuch real Property.

Title to Properties. The (a) Except as set forth on Schedule 4.08(a), the Company does not own any real property. The Company has heretofore made available or one of its Subsidiaries owns good title to, or holds pursuant to Parent correct valid and complete copies enforceable leases of, all of the tangible material personal property shown to be owned or leased by it on the Latest Balance Sheet or acquired after the date hereof, free and clear of all leasesLiens, subleases except for Permitted Liens, and other agreements except for assets disposed of by the Company or its Subsidiaries in the ordinary course of business consistent with past practice since the date of the Latest Balance Sheet. (b) The attached Schedule 4.08(b) sets forth the owner and address of all land and buildings (collectively, the "“Owned Real Property Leases") under which Property”), owned by the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or and used in the futurebusiness of the Company and its Subsidiaries. The Company or one of its Subsidiaries has good, any valid and marketable fee simple title to each parcel of Owned Real Property, free and clear of all Liens, except Permitted Liens. (c) The real property or facility demised by the leases described on the attached Schedule 4.08(c), (the "“Leased Real Property"”), including without limitation constitutes all modificationsof the material real property leased, amendments subleased or otherwise occupied by the Company and supplements theretoits Subsidiaries. Except as set forth on the attached Schedule 4.08(c), the Leased Real Property leases are in full force and effect and enforceable in accordance with their terms, and the Company or a Subsidiary of the Company holds a valid and existing leasehold interest under each case where such lease, subject to proper authorization and execution of such lease by the failure other party and the application of any bankruptcy or creditor’s rights laws. The Company has delivered or made available to Buyer true and complete copies of each of the leases described on the attached Schedule 4.08(c), and none of such leases has been modified in any material respect, except to the extent that such modifications are disclosed by the copies delivered or made available to Buyer. To the Company’s knowledge, neither the Company nor any of its Subsidiaries is in default in any material respect under any of such leases (with or without the giving of notice, the lapse of time or both) and, to the knowledge of the Company, no other party to the leases is in default in any material respect thereunder. As of the date hereof, the Owned Real Property and the Leased Real Property is the only real property used or maintained that is material to the conduct of the business of the Company and its Subsidiaries. (d) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth disclosed in Section 3.9 of the Company Disclosure LetterSchedule 4.08(b), (i) all facilities located on the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Owned Real Property and the Leased Real Property free (the “Facilities”) have received all required approvals of governmental authorities (including, without limitation, permits and clear a certificate of all Liens except liens occupancy or other similar certificate permitting lawful occupancy of record the Facilities) required in connection with the operation thereof and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature improvements constructed on the part of Facilities, including all improvements owned or leased by Company at the Company or any such Subsidiary orFacilities, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for use.

Title to Properties. Section 4.12 of the Company Disclosure Letter sets forth, as of the date of this Agreement, the address and description of all real property owned or leased by the Company or the Company Subsidiaries. The Company does not own any has made available to Parent true and complete copies of each lease document in effect as of the date hereof (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for each such leased real property. The Company has heretofore made available to Parent correct and complete copies of all leases, subleases and other agreements (collectively, the "Real Property Leases") under which the Company or any of its Subsidiaries uses or occupies or has have good, valid, and indefeasible title (or, to the right extent not owned, valid, binding and enforceable leasehold interests) to use or occupyall leased real property, now or in the future, any real property or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure free and clear of all Liens and defects and imperfections of title except for (a) Permitted Liens and (b) such as have not had and would notnot reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of Effect. Neither the Company or any Company Subsidiaries nor any other party to any lease is in material breach or default under any lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such Subsidiary a material breach or default, or permit the termination, modification or acceleration of rent under any lease in any material respect. As of the date hereof, the Company and Company Subsidiaries have not (i) subleased or licensed any portion of any leased real property, or (ii) collaterally assigned or granted any other security interest in any lease or any interest therein. As of the date of this Agreement, there does not exist any pending or, to the Knowledge of the Company Company, threatened, condemnation or eminent domain proceedings that affect any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) owned or leased real property material to the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repairCompany Subsidiaries, subject taken as a whole. Neither the Company nor any Company Subsidiary has entered into an agreement to ordinary wear and tear, and, subject to normal maintenance, are available for usesell or purchase any real property.

Title to Properties. The Company does not own any real property. The Company has heretofore made available to Parent (a) Schedule 3.8(a) contains a true, correct and complete copies list, as of the date hereof, of all leasespremises leased, subleases and other agreements subleased, licensed or otherwise occupied by the Company (collectively, the "Leased Premises"), including the address, parties, current annual rent, security deposit and term (including any renewal) of each Real Property Leases"Lease (as defined below) under which of the Leased Premises and the current use (or uses) of such Leased Premises. Prior to the date hereof, the Company has provided to the Purchaser a true, correct and complete copy of each lease, sublease, license, occupancy or any similar agreement granting the Company possession of its Subsidiaries uses or occupies or has the a right to use or occupyoccupy any Leased Premises (each, now a "Real Property Lease") and all amendments or in the future, any real property or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements modifications thereto. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 on Schedule 3.8(a), the Company has, and shall have as of the Company Disclosure LetterClosing, good and valid leasehold title to each of the Leased Premises, free and clear of any Lien or encumbrance, other than Permitted Liens. Except as set forth on Schedule 3.8(a), (i) the Company or one of its Subsidiaries has each Real Property Lease is a valid leasehold interest in each parcel and binding obligation of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and the Company, (ii) each Real Property Lease is in full force and effecteffect and is enforceable against the Company, (ii) all rent except as may be limited by principles of public policy and subject to the laws of general application relating to bankruptcy, insolvency, fraudulent conveyance and the relief of debtors and rules of law governing specific performance, injunctive relief or other sums equitable remedies, and charges due and payable by to the Company or its Subsidiaries as tenants thereunder are current Company's Knowledge grants in all material respects, the leasehold estate or right of use or occupancy therein purported to be granted, (iii) no termination event or condition or uncured default of a material nature on the part current use of the Company or any such Subsidiary orLeased Premises complies in all material respects with the terms of the Real Property Lease and, to the Knowledge of Company's Knowledge, all applicable Laws, and the Company or has not received notice of any such Subsidiary, the landlord, exists under material violation of any Real Property LeaseLaws, (iv) the Company has not, nor, to the Company's Knowledge, has any other party thereto (including the lessor or one sublessor thereunder) violated or waived any material terms or conditions of its Subsidiaries is in actual any Real Property Lease and (v) the Company enjoys peaceful and undisturbed possession of the Leased Premises under the Leases. All material covenants to be performed by the Company, and, to the Company's Knowledge, all material covenants to be performed by the lessor or sublessor under each Leased Real Property Lease, have been performed in all material respects, and is entitled no event has occurred or circumstance exists which, with the delivery of notice or the passage of time or both, would constitute a breach or default by the Company, or to quiet enjoyment thereof in accordance with the Company's Knowledge which would permit the termination, modification or acceleration of performance of the obligations of the Company, under any Real Property Lease. Except as set forth on Schedule 3.8(a), each of the Real Property Leases grants the Company the exclusive right to use and occupy the applicable Leased Premises, subject to the terms of the applicable Real Property Lease Lease. There are no other material leases, subleases, licenses, occupancy or other agreements granting the Company the right to use or occupy any premises other than the Leased Premises and applicable lawthe Company is not a party to any material leases, sublease, license, occupancy or other agreement granting any Person the right to use or occupy any Leased Premises other than the Real Property Leases. (b) Except as set forth on Schedule 3.8(b), the Leased Premises, including the Company's head office located in Maryland, constitute all the interests in real property owned, operated, used or held for use by the Company in connection with, necessary for the conduct of, or otherwise material to, the operation or conduct of the business of the Company. (c) Except as set forth on Schedule 3.8(c), (i) none of the Leased Premises are subject to, and (v) the Company and its Subsidiaries own outright all has not received notice of any condemnation, expropriation or other proceedings in eminent domain pending, proposed or threatened with respect to, any of the personal property (except for leased property Leased Premises by any Governmental Authority which has had or assets for which it has a valid and enforceable right could reasonably be expected to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property Effect on continued use and equipment operation of the Leased Premises, (ii) to the Company's Knowledge, there is no Order outstanding, nor any action, claim, suit or proceeding pending or, to the Company's Knowledge, threatened, relating to the ownership, lease, use, occupancy or operation by any person of any Leased Premises, and (iii) the Company has not received notice of any violation, threat of modification or cancellation of any material certificates of occupancy, permits, licenses or approvals with respect to any of the Leased Premises or the use or occupancy thereof. (d) Except as set forth on Schedule 3.8(d), to the Company's Knowledge, all buildings, structures and its Subsidiaries that other improvements on any of the Leased Premises and all fixtures thereto are used in the operations of their businesses structurally sound with no material defects and are in good operating condition and repair, subject to ordinary normal wear and tear, and, subject to normal and are adequate for the use and operation of such Leased Premises and require no maintenance, repairs or replacements, except for ordinary routine maintenance, repairs or replacements, which are available for usenot material in nature or cost. For the purpose of this Section 3.8(d), ordinary routine maintenance shall include the Company's existing program of renovating its stores on a regular basis.

Title to Properties. The (a) Schedule 5.8(a) contains a true, complete and correct list of all real property owned by the Company does not own any real propertyand its Subsidiaries that is reflected on the Pro Forma Financial Statements or used in connection with the respective businesses of the Company and each of its Subsidiaries. The Company has heretofore made available to Parent correct and/or its Subsidiaries have good and complete copies valid title in all of its owned real property and its interests as lessee in all material leased real property used in connection with its business, free and clear of all leasesLiens, subleases liabilities and other agreements rights except for Permitted Liens. (collectivelyb) Schedule 5.8(b) contains a list of all real property leases reflected on the Pro Forma Financial Statements or used in connection with the respective businesses of the Company and each of its Subsidiaries. The Company and/or its Subsidiaries hold all of the right, title and interest of a tenant under the "Real Property Leases"leases reflected on the Pro Forma Financial Statements or used in connection with their respective businesses free and clear of all Liens, liabilities and rights except for Permitted Liens. (c) under which The Company or its Subsidiaries have good and valid title to all of the personal property owned by the Company and/or its Subsidiaries, free and clear of Liens, except Permitted Liens and Liens being released on or prior to the Closing Date. All of the material personal property owned or used by the Company or any of its Subsidiaries uses or occupies or has the right is in good operating condition and repair (subject to use or occupy, now or in the future, any real property or facility (the "Leased Real Property"ordinary wear and tear), including without limitation is suitable for the purposes for which it is presently being used and is adequate to meet the requirements of the Business. Each lease or sublease of material personal property to which the Company or any Subsidiary is a party is in full force and effect. The Company or its Subsidiaries have complied with all modifications, amendments material commitments and supplements theretoobligations on its part to be performed or observed under each such lease. Except in Each party to each case such lease other than the Company or any of its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder except where the failure would notto so comply, individually or in the aggregate, could not be reasonably likely to have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable law, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for use.

Title to Properties. Absence of Liens and Encumbrances, Etc. ------------------------------------------------------------ The Company does not own Disclosure Schedule sets forth a true and complete list of all real property owned by the Company or the Company Subsidiaries and real property leased by the Company or the Company Subsidiaries pursuant to Material Leases and the name of the lessor, the date of the Material Lease and each amendment to the Material Lease and the aggregate annual rental or other fee payable under any real propertysuch Material Lease. The Company has heretofore made available to Parent correct and complete copies of all leases, subleases and other agreements (collectively, the "Real Property Leases") under which the Company or any of its Subsidiaries uses or occupies or has the right have good and marketable title to use or occupyall their owned properties and assets, now or in the futurereal and personal, any real property or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens liens, encumbrances, and imperfections of title, except liens those liens, encumbrances or imperfections of record and other permitted liens and each Real Property Lease is title which individually or in full force and effectthe aggregate would not have a Material Adverse Effect on the Corporation. Neither the Company nor any of the Company Subsidiaries has received any notice of violation of any applicable zoning laws, (ii) all rent and other sums and charges due and payable orders, regulations, or requirements relating to its operations or properties it owns or leases which has not been complied with, nor any proposed changes in any such laws, orders or regulations which might have a Material Adverse Effect on the Corporation. The Company has no knowledge of any threatened or impending condemnation by any Government Entity of any properties owned or leased by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary orSubsidiaries. All Material Leases are in good standing, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property valid and is entitled to quiet enjoyment thereof effective in accordance with the terms of the applicable Real Property Lease and applicable lawtheir respective terms, and (v) neither the Company nor any Company Subsidiary is in default under any of such leases, except where the lack of such good standing, validity and its Subsidiaries own outright all effectiveness or the existence of the personal property (except for leased property or assets for which it has such default would not have a valid and enforceable right to use) which is reflected Material Adverse Effect on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, subject to ordinary wear and tear, and, subject to normal maintenance, are available for useCorporation.

Title to Properties. (a) The Company and each of its Subsidiaries: (i) has good and valid title to all tangible assets used (or otherwise purported to be owned) by the Company and its Subsidiaries in the conduct of their business as currently conducted (or acquired after the date hereof), free and clear of all Liens (except Permitted Liens); (ii) is the lessee or sublessee of all leasehold estates and leasehold interests used by the Company and its Subsidiaries in the conduct of their business as currently conducted (or acquired after the date hereof); and (iii) does not own any real property, and has never owned any real property. The Company has heretofore made available to Parent correct and complete copies of all leasesAll furniture, subleases machinery, equipment, vehicles and other agreements (collectively, the "Real Property Leases") under which tangible personal property owned or leased by the Company or any of its Subsidiaries uses or occupies or has the right is (a) in good operating condition and repair (subject to use or occupy, now or in the future, any real property or facility (the "Leased Real Property"), including without limitation all modifications, amendments normal wear and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free tear and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof replacement in accordance with the terms of the applicable Real Property Lease and applicable lawCompany’s existing replacement policies), and (vb) suitable and adequate for continued use in the Company and its Subsidiaries own outright all of the personal property (except for leased property or assets for manner in which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted lienspresently being used. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment The tangible assets of the Company and its Subsidiaries that are collectively constitute all of the tangible assets used in or necessary to enable the operations Company and its Subsidiaries to conduct their business in the manner in which such business is currently being conducted. (b) The real property leased, subleased or licensed by the Company and its Subsidiaries pursuant to the leases described on Section 2.14(b) of their businesses the Disclosure Schedule (the “Leased Real Property”) constitutes all of the real property leased by the Company or any of its Subsidiaries. The Leased Real Property leases are in good operating condition full force and repair, subject to ordinary wear effect and tear, are valid and binding obligations of the Company and its Subsidiaries and, subject to normal maintenancethe Company’s Knowledge, are the other parties thereto, except as the same may be limited by the Bankruptcy and Equity Exceptions. The Company has made available for useto Parent complete and accurate copies of each of such leases, as amended to date. Neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company, any third party, is in default in any material respect under any of such leases. As of the date hereof, neither the Company nor any of its Subsidiaries has received any written notice of termination or written notice alleging any material breach of or default under any Leased Real Property lease.

Title to Properties. The (a) Except as set forth on Schedule 5.08(a), each of the Company does not own any real property. The and its Subsidiaries owns good title to, or holds pursuant to valid and enforceable leases, all of the personal property and assets that are used in, and necessary for, the operation of the businesses as currently operated and that the Company has heretofore made available purports to Parent correct own, free and complete copies clear of all leasesLiens, subleases except for Permitted Liens, and other agreements (collectively, the "Real Property Leases") under which except for assets disposed of by the Company or any of its Subsidiaries uses in the ordinary course of business consistent with past practices since the date of the Latest Balance Sheet, provided that the aggregate value of the property disposed since the date of the Latest Balance Sheet does not exceed $200,000. (b) The real property described on Schedule 5.08(b) (the "Owned Real Property") constitutes all of the real property owned by the Company and its Subsidiaries. To the knowledge of the Company, except as set forth on Schedule 5.08(b), (i) the Company or occupies a Subsidiary of the Company, as applicable, owns good and marketable indefeasible fee simple title to all the Owned Real Property, free and clear of all Liens, except for Permitted Liens; (ii) neither the Company nor a Subsidiary of the Company has leased or has otherwise granted to any Person the right to use or occupyoccupy the Owned Real Property or any portion thereof; (iii) other than the rights of Buyer pursuant to this Agreement, now there are no outstanding options, rights of first offer or in rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein; and (iv) neither the future, Company nor any Subsidiary of the Company is a party to any agreement or option to purchase any real property or facility interest therein. (c) The real property demised by the leases described on Schedule 5.08(c) (the "Leased Real Property") constitutes all of the real property leased by the Company and its Subsidiaries. Except as set forth on Schedule 5.08(c), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is leases are in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part Subsidiary of the Company holds a valid and existing leasehold interest under each such lease, subject to proper authorization and execution of such lease by the other party and the application of any bankruptcy or creditor's rights laws. The Company has delivered or made available to Buyer copies of each of the leases described on Schedule 5.08(c), and none of such leases has been modified in any such Subsidiary ormaterial respect, except to the Knowledge extent that such modifications are disclosed by the copies delivered or made available to Buyer. To the knowledge of the Company or any such SubsidiaryCompany, the landlord, exists under any Real Property Lease, (iv) neither the Company or one nor any of its Subsidiaries is in actual possession default in any material respect under any of each Leased such leases. (d) Except as set forth on Schedule 5.08(d), to the knowledge of the Company, the Real Property is currently in compliance with all applicable building, zoning, subdivision, health and is entitled to quiet enjoyment thereof in accordance with safety and other land use Laws (collectively, the terms “Real Property Laws”), and the current use or occupancy of the applicable Real Property Lease and applicable lawor operation of the business thereon does not violate, and (v) in any material respect, any Real Property Laws. Neither the Company and nor any of its Subsidiaries own outright all have received any written notice of the personal property (except for leased property a pending or assets for threatened investigation regarding a potential violation of any applicable law which it has a valid and enforceable right could reasonably be expected to use) which is reflected on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Material Adverse Effect. (e) Neither the Company nor any of its Subsidiaries have received written notice of, nor do they have any knowledge of, any default or breach by the Company, its Subsidiaries, or the Real Property under any covenants, conditions, restrictions, rights-of-way or easements affecting the Real Property or any portion thereof which could reasonably be expected to have a Material Adverse Effect, and no such default or breach now exists, nor, to the plant, property and equipment knowledge of the Company, has any event occurred which, with the giving of notice, the passage to time, or both, would constitute such a breach or default which could reasonably be expected to have a Material Adverse Effect. (f) Neither the whole nor any portion of the Real Property, including access thereto or any easement benefiting such property, is subject to temporary requisition of use or any condemnation proceeding by any Governmental Body or has been condemned, or taken in any proceeding similar to a condemnation proceeding, nor, to the Company's knowledge, is there now pending any condemnation, expropriation, requisition or similar proceeding against the Real Property or any portion thereof. Neither the Company and nor any of its Subsidiaries have received any written notice that are used any such proceeding is contemplated. (g) To the Company's knowledge, none of the Real Property has been classified under any designation authorized by applicable law solely for the purpose of obtaining a special low ad valorem tax rate or to receive either an abatement or deferment of ad valorem taxes which, in such case, will result in additional, catch-up ad valorem taxes in the operations future in order to recover the amounts previously abated or deferred. To the Company's knowledge, there are no minimum value, minimum tax or other written agreements with respect to the Real Property or any portion of their businesses are in good operating condition and repair, subject it which would restrict Buyer's right to ordinary wear and tear, and, subject contest the value or taxes attributable to normal maintenance, are available for usethe Real Property.

Title to Properties. The (i) Section 3.01(q)(i) of the Company does not own any real property. The Company has heretofore made available to Parent correct Disclosure Letter sets forth a true and complete copies list of all leasesreal property owned by the Company and its Subsidiaries (other than VMware and its Subsidiaries) in fee simple as of the date hereof that is material to the Company and its Subsidiaries, subleases taken as a whole, (together with real property owned by VMware and other agreements (collectivelyits Subsidiaries that is material to the Company and its Subsidiaries, taken as a whole, the "“Owned Real Property Property”) identifying the address thereof. (ii) Section 3.01(q)(ii) of the Company Disclosure Letter sets forth a true and complete list as of the date hereof of all material leases or subleases of real property (the “Leases"”) under which the Company or any of its Subsidiaries (other than VMware and its Subsidiaries) uses or occupies or has the right to use or occupy, now or in the future, any real property in excess of 150,000 square feet (such property, together with the Owned Real Property, and any material leases or subleases of real property under which VMware and its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property or facility (in excess of 150,000 square feet, the "Leased “Real Property")”) identifying the address thereof. True, including without limitation all modifications, amendments correct and supplements thereto. complete copies of the Leases have been delivered or made available to Parent prior to the date hereof. (iii) Except in each case where the failure would notfor those matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent and other sums and charges due and payable by the Company or its Subsidiaries as tenants thereunder are current in all material respects, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Knowledge of the Company or any such Subsidiary, the landlord, exists under any Real Property Lease, (iv) the Company or one of its Subsidiaries is in actual possession of each Leased Real Property and is entitled to quiet enjoyment thereof in accordance with the terms of the applicable Real Property Lease and applicable lawEffect, and (v) the Company and its Subsidiaries own outright all of the personal property (except for leased with respect to such property or assets for which it has a valid and enforceable right to use) which is reflected on the Balance Sheet, except for property since sold or otherwise that have been disposed of in the ordinary course of business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would not, individually or in the aggregate, have a Company Material Adverse Effectbusiness, the plantCompany or one or more of its Subsidiaries has good, property valid and equipment marketable title to, or valid leasehold or sublease interests or other comparable contract rights in or relating to (x) the Real Property and (y) the other tangible assets necessary for the conduct of the business of the Company and its Subsidiaries, taken as a whole, as currently conducted, in each case, free and clear of all Liens (other than Permitted Liens). The Company and each of its Subsidiaries that are used in has complied with the operations terms of their businesses all Leases, and all Leases are in good operating condition full force and repaireffect and enforceable in accordance with their terms against the Company or Subsidiary of the Company that is a party thereto and, to the Knowledge of the Company, the counterparties thereto, subject to ordinary wear the Bankruptcy and tearEquity Exception, andexcept to the extent that (A) they have expired in accordance with their terms, subject been terminated in accordance with their terms by the counterparty thereto (other than for a breach by the Company or any of its Subsidiaries) or been terminated by the Company or any of its Subsidiaries that is a party thereto not in violation of the terms of this Agreement, or (B) such failure to normal maintenancecomply or be in full force and effect or enforceable that individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received or provided any written notice of any event or occurrence that has resulted or would reasonably be likely to result (with or without the giving of notice, are available for usethe lapse of time or both) in a default with respect to any Lease, which defaults individually or in the aggregate have had or would reasonably be expected to have a Material Adverse Effect.

Title to Properties. The (a) Except as specifically disclosed on SCHEDULE 2.14, the Company does not own any real property. The Company and each of its Subsidiaries has heretofore made available good and marketable title to Parent correct all of its properties and complete copies assets, free and clear of all leasesmortgages, subleases liens, restrictions or encumbrances, except in such cases as would not have a material adverse effect on the use of any such property or asset by the Company. All owned or leased real estate of the Company and other agreements (collectively, the "Real Property Leases") under its Subsidiaries is listed on SCHEDULE 2.14. A true copy of each lease to which the Company or any of its Subsidiaries uses or occupies or is a party, is listed on SCHEDULE 2.14 and has the right to use or occupy, now or in the future, any real property or facility (the "Leased Real Property"), including without limitation all modifications, amendments and supplements thereto. Except in each case where the failure would not, individually or in the aggregate, have a Company Material Adverse Effect or except as otherwise set forth in Section 3.9 of been delivered by the Company Disclosure Letterto Parent, (i) the Company or one of its Subsidiaries has a valid leasehold interest in each parcel of Leased Real Property free and clear of all Liens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, (ii) all rent effect and other sums and charges due and payable by affords the Company or its Subsidiaries the Subsidiary, as tenants thereunder are current in all material respectsthe case may be, (iii) no termination peaceful and undisturbed possession of the subject matter of such lease. No default or event or condition or uncured of default of a material nature on the part of the Company or any such Subsidiary or, to of its Subsidiaries or on the Knowledge part of the Company or any such Subsidiary, the landlordlessor, exists under any Real Property Leaselease, (iv) and neither the Company nor any of its Subsidiaries has received any notice of default under any such lease or one any indication that the owner of the leased property intends to terminate such lease. Except as specifically disclosed on SCHEDULE 2.14, the Company holds all easements, rights-of-way and other rights (collectively, "EASEMENTS") necessary to own, operate and maintain its physical plant (including all telephone lines) and the Company is not in breach of, or default under, any such Easement and there are not any materially burdensome limitations or obligations on the Company under any such Easement. (b) Neither the Company nor any of its Subsidiaries is in actual possession violation of each Leased Real Property and is entitled any zoning, land-use, building or safety law, ordinance, regulation or requirement or other law or regulation applicable to quiet enjoyment thereof the operation of its owned or leased properties, nor has it received any notice of violation with which it has not complied, in accordance with any case in which the terms consequences of such violation if asserted by the applicable Real Property Lease and applicable lawregulatory authority would be materially adverse with respect to the Company or such Subsidiary. All real property occupied pursuant to leases, and (v) substantially all tangible personal property owned or leased by the Company and its Subsidiaries own outright all taken as a whole and required for the purpose of the personal property (except for leased property or assets for which it has a valid and enforceable right to use) which is reflected carrying on the Balance Sheet, except for property since sold or otherwise disposed of in the ordinary course of its business and consistent with past practice and except for liens of record and other permitted liens. Except where the failure would notoperations, individually or in the aggregate, have a Company Material Adverse Effect, the plant, property and equipment of the Company and its Subsidiaries that are used in the operations of their businesses are is in good operating condition and repair, subject to ordinary reasonable wear and teartear excepted, and, subject and no portion of any such real or personal property has suffered any damage by fire or other casualty which has not heretofore been completely repaired and restored to normal maintenance, are available for useits original condition if and to the extent necessary or useful in the continued operation of its business.