Common use of Title to Properties Clause in Contracts

Title to Properties. (a) Section 2.11(a) of the Parent Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of all real property leased or subleased by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liens. (b) Section 2.11(b) of the 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 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 granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Business, in each case free and 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 all material respects.

Title to Properties. (a) The real property demised by the leases (the “Leases”) described in Section 2.11(a4.08(a) of the Parent Company Disclosure Letter sets forth a true and complete list, as Schedules constitutes all of the date of this Agreement, of all real property leased leased, licensed or subleased (whether as tenant or subtenant) by Parent or any of the Company and its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not. (b) The Leases are in full force and effect, individually or and, assuming good title in the aggregate, reasonably be expected to have a Business Material Adverse Effectlandlord under the Leases, the Business Companies haveCompany or one of its Subsidiaries, or at the Closing will haveas applicable, with respect to each Leased Real Property, holds a good valid and valid existing leasehold interest under each of the Leases for the term set forth in such propertySection 4.08(a) of the Company Disclosure Schedules, in each case free and clear of all Liens, except for Permitted Liens. Liens and the subleases (bthe “Subleases”) described in Section 2.11(b4.08(a) of the Parent Company Disclosure Letter sets forth a true and complete listSchedules, executed by the Company or one of its Subsidiaries, as sublandlord, with respect to the Leased Real Property. The Company has made available to the Buyer a complete and accurate copy of each of the Leases and Subleases, and all amendments, modifications and supplemental agreements thereto, each as set forth on Section 4.08(a) of the Company Disclosure Schedules, and none of the Leases or Subleases has been modified in any material respect except to the extent that such modifications are disclosed by the copies made available to the Buyer prior to the date of this Agreement, of all real property owned in fee by Parent or hereof. Neither the Company nor any of its Subsidiaries (solely is in default in any material respect under any of such Leases or Subleases, nor has there occurred with respect to the extent related Company or its Subsidiaries or, to the BusinessKnowledge of the Company, any other party to the Leases or Subleases any event which with the passage of time or the giving of notice or both (x) (the “Owned Real Property”). The Business Companies havewould constitute a breach or default, except for breaches or defaults that are not material, or (y) increase in any material respect of any obligations, liabilities or restrictions of the Company or its Subsidiaries under the Leases. Neither the Company nor any of its Subsidiaries is obligated to pay any leasing or brokerage commission relating to any of the Leases or Subleases that has not already been paid and has no obligation to pay any leasing or brokerage commission upon the renewal of any of the Leases or Subleases. No construction, alteration or other leasehold improvement work remains to be paid for or to be performed by the Company or its Subsidiaries under any Leases or Subleases. Neither the Company nor any of its Subsidiaries has any outstanding obligations to provide deposits, letters of credit or other credit enhancements to retain its rights under the Leases or otherwise operate its business 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 granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Leased Real Property. (c) Except as would notSection 4.08(c) of the Company Disclosure Schedules contains a true and complete list of all real property owned by the Company or any of its Subsidiaries (the “Owned Real Property” and, individually or in together with the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a wholeLeased Real Property, the Business Companies have“Real Property”). (d) The Company or its Subsidiaries, or at the Closing will haveas applicable, has good and marketable fee simple title to, or a valid leasehold interest in, to all tangible personal properties and assets of the Business, in each case Owned Real Property free and clear of all Liens, except for Permitted Liens. All Except as disclosed in Section 4.08(d) of the Company Disclosure Schedules, there are no outstanding options, repurchase rights or rights of first refusal to purchase or lease any Owned Real Property, or any portion thereof or interest therein to which the Company or its Subsidiaries is a party. (e) The Company or its Subsidiaries presently enjoy peaceful and undisturbed possession of its Real Property sufficient for current use and operations, subject to the Permitted Liens and any Subleases. Neither the Company, any of its Subsidiaries or the Seller, nor, to the Knowledge of the Company, any landlord of Leased Real Property has received written notice of any material eminent domain, condemnation or other similar proceedings pending or threatened against the Company (or any Subsidiary of the Company) or with respect to, or otherwise affecting any portion of, the Real Property. Except as set forth in Section 4.08(e) of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries is in violation of any covenant, condition, restriction, easement or order of any governmental authority having jurisdiction over the Real Property or the use or occupancy thereof, except for such tangible personal properties violations as would not materially interfere with the continued use and assets operations of the Real Property to which they relate or materially adversely affect the value of any Owned Real Property for its current use. Except as set forth in Section 4.08(e) of the Company Disclosure Schedules, the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision, health and safety and other land use and similar applicable laws, rules and regulations, permits, licenses and certificates of occupancy affecting the Real Property, and neither the Company, any of its Subsidiaries or the Seller nor, to Knowledge of the Company, any landlord of Leased Real Property has received any notice of any violation or claimed violation by the Company or any of its Subsidiaries of any such laws, rules and regulations with respect to the Real Property which have not been resolved or for which any obligation of the Company remains to be fulfilled, including but not limited to payments of monetary damages, fines or penalties, or completion of any remedial or corrective measures. Except as set forth on Section 4.08(e) of the Company Disclosure Schedules, (i) the Real Property is adequately served by utilities, parking and other building services necessary for its current use and for compliance with all applicable laws, rules, regulations, permits, licenses and certificates of occupancy and (ii) the buildings and other improvements at each Real Property are structurally sound and the systems located therein are in good working condition (ordinary wear order and tear exceptedcondition. Neither the Company nor any of its Subsidiaries operate their business at any location other than those listed as Leased Real Properties and Owned Real Properties in Section 4.08(c) capable of performing the functions for the Business for which they are used in all material respectsCompany Disclosure Schedules.

Title to Properties. (a) Section 2.11(a) The Company and its Subsidiaries own good and marketable title to, or hold a valid and enforceable leasehold interest in, all of the Parent Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of all real material personal property leased or subleased used by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or them in the aggregateconduct of their business, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted LiensLiens 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) Section 2.11(b) The Leased Real Property Schedule contains a list of all material real property leased by the Parent Disclosure Letter sets forth Company and its Subsidiaries (the “Leased Real Property”). The Company has delivered to Purchaser a true and complete list, as copy of the date underlying lease with respect to each parcel of this AgreementLeased Real Property (each, a “Lease”). Except as set forth on the Leased Real Property Schedule, with respect to each of all the Leases: (i) either the Company or one (1) of its Subsidiaries has a valid and enforceable leasehold interest in each parcel or tract of real property owned in fee leased by Parent it (subject to proper authorization and 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 equity); (ii) neither the Company nor any of its Subsidiaries has received written notice of any existing defaults thereunder by the Company or its Subsidiaries (solely as applicable) nor, to the extent related Sellers’ knowledge, are there any existing defaults by the lessor thereof; and (iii) no event has occurred which (with notice, lapse of time or both) would constitute a breach or default thereunder by the Company or its Subsidiaries (as applicable) or, to the BusinessSellers’ 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”). The Business Companies have, 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 at a Subsidiary of the Closing will have, Company owns good and marketable fee simple title to all such parcel of the Owned Real Propertyreal property, free and clear of any Liens all Liens, other than (A) matters which are disclosed on the surveys provided to the Purchaser prior to the date of this Agreement for each parcel of real property, (B) public rights of way, roads and highways, (C) other encumbrances and exceptions set forth on the Owned Real Property Schedule, (D) Liens to be discharged on or before Closing, and (E) Permitted Liens. There ; (ii) there are no leases, licenses 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 agreements pursuant to which of any third party is portion of such parcel of real property other than those constituting Permitted Liens granted by the right to use the Owned Real Property and 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 nor a 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’ 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 Sellers’ knowledge, any unrecorded agreement affecting the Owned Real Property. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Business, in each case free and 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 all material respects.

Title to Properties. (a) The Company or one of its Subsidiaries owns good and marketable title to, or holds pursuant to valid and enforceable leases, all of the material personal property shown to be owned by them on the Current Balance Sheet, free and clear of all Liens, except for Permitted Liens. All material personal property 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’ businesses, ordinary wear and tear excepted. (b) Section 2.11(a3.8(b) of the Parent Company Disclosure Letter sets forth a true and complete list, as list of all of the date of this Agreement, of all real property leased or subleased owned by Parent the Company or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Owned Real Property”). Except as would not, individually or in Each of the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect Company and its Subsidiaries owns good title to each Leased parcel of Owned Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liens. (bc) The real property demised by the leases described on Section 2.11(b3.8(c) of the Parent Company Disclosure Letter sets (the “Leased Real Property”) constitutes all of the real property leased by the Company and its Subsidiaries. Except as set forth a true on Section 3.8(c) of the Company Disclosure Letter, the Leased Real Property leases are in full force and complete listeffect, as subject to proper authorization and execution of such lease by the other party and the application of any bankruptcy or creditor’s rights laws or general principles of equity. As of the date of this Agreement, of all real property owned in fee by Parent or neither the Company nor any 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 is in default in any material respect under any of the Owned Real Property, free and clear of any Liens other than Permitted Liens. There are no such leases, licenses or occupancy agreements pursuant to which any third party is granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Business, in each case free and 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 all material respects.

Title to Properties. The Company has heretofore made available to Parent correct and complete copies of all deeds and other instruments (aas recorded) Section 2.11(a) 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 Disclosure Letter sets forth a true correct and complete list, as of the date of this Agreement, copies of all real property leased or subleased by Parent leases, subleases and other agreements (collectively, the "REAL PROPERTY LEASES") under which the Company or any of its Subsidiaries (solely uses or occupies or has the right to use or occupy, now or in the extent related to the Business) (as lessee future, any real property or sublessee) facility (the “Leased Real Property”"LEASED REAL PROPERTY"), including without limitation all modifications, amendments and supplements thereto. Except as in each case where the failure would not, individually or in the aggregate, reasonably be expected to have a Business Company Material Adverse EffectEffect or except as otherwise set forth in Section 3.10 of the Company Disclosure Letter, (i) the Business Companies have, Company or at the Closing will have, with respect to each Leased Real Property, one of its Subsidiaries has a good and valid leasehold interest in such property, in each case parcel of Leased Real Property free and clear of all LiensLiens except liens of record and other permitted liens and each Real Property Lease is in full force and effect, except for Permitted Liens. (bii) Section 2.11(b) of all rent and other sums and charges due and payable by the 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 Company or any 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 as tenants thereunder are no leases, licenses or occupancy agreements pursuant to which any third party is granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Business, in each case free and 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 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. 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. (ai) The Company and 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 2.11(a3.01(o)(ii)(A) of the Parent Company Disclosure Letter Schedule sets forth a true complete and complete list, as accurate list of all Owned Property and identifies their addresses. Section 3.01(o)(ii)(B) of the date of this Agreement, Company Disclosure Schedule sets forth a complete and accurate list of all real property leased Leased Property and identifies their addresses. The Company has delivered to Parent a complete and accurate copy of each such lease, sublease or subleased by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would notoccupancy agreement, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will havetogether with all amendments thereto, with respect to any Leased Property under which the Company or one of its Subsidiaries is a lessee or sublessee (each, a “Lease”). The Company Properties comprise all of the real property used in, or otherwise related to, the business of the Company and its Subsidiaries. (iii) With respect to each Leased Real Owned Property, a (a) the Company or one of its Subsidiaries has good and valid leasehold interest in such propertyfee simple title, in each case free and clear of all Liens, except for Permitted Liens. Liens and such Liens as may be set forth in Section 3.01(o)(iii) of the Company Disclosure Schedule, (b) Section 2.11(b) of the Parent Disclosure Letter sets forth a true and complete list, as of Company or the date of this Agreement, of all real property owned in fee by Parent applicable Subsidiary has not leased or any of its Subsidiaries (solely otherwise granted 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 granted anyone the right to use the or occupy such Owned Real Property and or any portion thereof, (c) there are no outstanding options 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 proceeding in eminent domain, pending or threatened, affecting any Owned Real PropertyProperty or any portion thereof or interest therein. (iv) With respect to each Leased Property, (a) each Lease is legal, valid and binding and is in full force and effect, and the Company or one of its Subsidiaries is in possession of such Leased 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) Except as would notthe Company or applicable Subsidiary or, individually or in the aggregate, reasonably be expected to be material to the Business or Knowledge of the Company, any other party to the Business CompaniesLease is not in breach or default in any material respect under such Lease, taken as a wholeand no event has occurred or circumstance exists which, with the delivery of notice, the Business Companies havepassage of time or both, would constitute such a breach or default in any material respect, or at permit the Closing will havetermination, good title tomodification or acceleration of rent under such Lease, (d) neither the Company nor the applicable Subsidiary has subleased, licensed or a valid 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 or any interest therein, and (f) there are no Liens on the leasehold estate or interest in, all tangible personal properties created by such Lease other than Permitted Liens and assets of Liens that have attached to the Business, in each case free and clear of all Liens, except for Permitted Liens. All fee estate or interest to which 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 all material respectsLease is subordinate.

Title to Properties. (a) Section 2.11(a5.14(a) of the Parent Partnership Disclosure Letter sets forth a true complete and complete list, accurate list of the addresses or county assessor’s tax parcel numbers of the real properties owned by any Partnership Entity or any of its Subsidiaries as of the date of this AgreementAgreement (the “Owned Real Property”). Except as is or would reasonably be expected to be material to the Partnership Entities and their respective Subsidiaries (taken as a whole), and except for Permitted Liens, (i) there are no outstanding options, rights of first offer or rights of first refusal to purchase any Owned Real Property or any portion thereof or interest therein, and (ii) to the Knowledge of the Partnership, there are no boundary disputes relating to any Owned Real Property and no encroachments materially and adversely affecting the use of any Owned Real Property. (b) Section 5.14(b) of the Partnership Disclosure Letter sets forth a complete and accurate list of the addresses or county assessor’s tax parcel numbers of all real property leased or subleased by Parent any Partnership Entity or any of its Subsidiaries as of the date of this Agreement (solely to such properties, together with the extent related to the Business) (as lessee or sublessee) (Owned Real Property, the “Leased Real Partnership Property”). . (c) Except as would notnot be material to the Partnership Entities and their respective Subsidiaries (taken as a whole), individually or in except for Permitted Liens, and except as set forth on Section 5.14(c) of the aggregatePartnership Disclosure Letter, reasonably be expected to have a Business Material Adverse Effect, each of the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a Partnership Entities and their respective Subsidiaries has good and valid title to, and marketable and insurable fee simple interest in or a valid leasehold interest in such propertyin, each of the Partnership Properties, in each case free and clear of all conditions, encroachments, easements, rights of way, restrictions and Liens, except for Permitted Liens. (b) Section 2.11(b) of the 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 . No Partnership Entity or any of its Subsidiaries (solely has received written notice to the extent related effect that there are any condemnation, expropriation or other proceedings that are pending or, to the Business) (the “Owned Real Property”). The Business Companies have, or at the Closing will have, good and marketable title to all Knowledge of the Owned Real PropertyPartnership, free and clear threatened with respect to any material portion of any Liens of the Partnership Properties. Except for the owners of the properties in which the Partnership Entities or their Subsidiaries has a leasehold interest, and except as otherwise set forth on Section 5.14(c) of the Partnership Disclosure Letter, no Person other than Permitted Liens. There are no leases, licenses Partnership or occupancy agreements pursuant to which a Subsidiary of the Partnership has any third party is granted ownership interest in any of the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real PropertyPartnership Properties. (cd) Except as would notin respects that, individually or in the aggregate, have not had and would not reasonably be expected to be material have a Partnership Material Adverse Effect, (i) there has not been any claim made against any policies of title insurance that have been issued, insuring the Partnership’s or its applicable Subsidiary’s fee simple title to any of the Partnership Properties, that has not been resolved, and (ii) there is no suit, action or other proceeding pending or, to the Business Knowledge of the Partnership, threatened against or affecting Partnership or any Subsidiary of the Partnership challenging Partnership’s or the applicable Subsidiary’s fee simple title to any of the Business Companies, taken as Partnership Properties. (e) Each of Partnership and each of its Subsidiaries has complied with the terms of all leases pursuant to which the Partnership or such Subsidiary has a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets in any of the BusinessPartnership Properties, and all such leases are in each case free full force and clear of all Lienseffect, except for Permitted Liens. All such tangible personal properties noncompliance or failure to be in full force and assets are effect that, individually or in good working condition the aggregate, has not had and would not reasonably be expected to have a Partnership Material Adverse Effect. (ordinary wear f) Section 5.14(f) of the Partnership Disclosure Letter lists the “activity centers” (as such term is defined under applicable Law) for endangered or threatened species on the Partnership Properties. (g) Except in respects that, individually or in the aggregate, have not had and tear excepted) capable would not reasonably be expected to have a Partnership Material Adverse Effect, neither Partnership nor any of performing its Subsidiaries has taken any action which would disqualify portions of any Partnership Property now assessed for ad valorem Taxes on the functions basis of farm, forest or open space for the Business for which they are used in all material respectscontinued assessment as farm, forest or open space lands.

Title to Properties. (a) Section 2.11(a) Except as set forth on the Liens Schedule, each of the Parent Disclosure Letter sets forth a true Company and complete listits Subsidiaries owns good title to, as holds pursuant to valid and enforceable leases, or uses pursuant to valid licenses all of the date of this Agreement, of all real tangible personal property leased or subleased used by Parent or any of it in its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) respective business (the “Leased Real Personal Property”). Except as would not, individually including all personal property shown to be owned, leased or in licensed by it on the aggregateLatest Balance Sheet or acquired, reasonably be expected to have a Business Material Adverse Effectleased or licensed by it since the date thereof, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liens, except for assets disposed of 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) Section 2.11(b) of the Parent Disclosure Letter The attached Owned Real Property Schedule sets forth a true and complete list, as of the date of this Agreement, address of all real property owned in fee by Parent or any of its Subsidiaries (solely to the extent related to the Business) (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 its Subsidiaries. The Business Companies have, or at the Closing will have, Company has good and marketable fee simple title to all each parcel of the Owned Real Property, free and clear of any Liens other than all Liens, except Permitted Liens. There are no leasesSince the date of the Latest Audited Balance Sheet, licenses the Company has not received notice of any pending or occupancy agreements pursuant to which any third party is granted the right to use the Owned Real Property and there are no outstanding options or rights threatened condemnation proceeding in respect of first refusal to purchase 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 would notset forth on the Leased Real Property Schedule, individually each Real Property Lease is in full force and effect and is a valid and binding obligation of the Company or in the aggregateSubsidiary, reasonably be expected to be material as applicable, and, to the Business or Company’s Knowledge, the applicable lessor, subject to the Business Companiesapplication 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 Real Property Leases (including all amendments thereto) as in effect on the Closing Date. Neither the Company nor any of its Subsidiaries is in default in any material respect under any of the Real Property Leases and, taken as a wholeto 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 Business Companies haveOwned Real Properties and the Leased Real Properties, including the buildings, plants, structures and equipment located thereon or at the Closing will havecontained therein, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Business, in each case free and clear of all Liens, except for Permitted Liens. All such tangible personal properties and assets are in good working condition (operating condition, ordinary wear and tear excepted) capable of performing the functions , and are adequate for the Business for uses to which they are used in all material respectsbeing put.

Title to Properties. (a) Section 2.11(a) of Except as set forth on the Parent Disclosure Letter sets forth a true and complete listattached Liens Schedule, as of the date of this Agreement, of all real property leased Company or subleased by Parent or any one of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies haveowns good title to, or at holds pursuant to valid and enforceable leases, all of the Closing will haveitems of tangible, with respect personal property shown to each Leased Real Propertybe owned or leased by it on the Latest Balance Sheet, a good and valid leasehold interest in such property, in each case 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 and its Subsidiaries own or have a valid lease or license or right to use as of the date hereof are sufficient to conduct the businesses of the Company and its Subsidiaries in all material respects in the manner as presently conducted. (b) Section 2.11(b) of the Parent Disclosure Letter The attached Owned Real Property Schedule sets forth the address and a true and complete list, as of the date of this Agreement, legal description of all real property owned in fee by Parent or any of its Subsidiaries land (solely to the extent related to the Business) (collectively, the “Owned Real Property”)) owned by the Company or any of its Subsidiaries and used in the business of the Company and its Subsidiaries. The Business Companies have, Company or at the Closing will have, one of its Subsidiaries has good and marketable fee simple title (or foreign equivalent) to all each parcel of the Owned Real Property, free and clear of any Liens other than all Liens, except Permitted Liens. There are no leases, licenses or occupancy agreements pursuant to which any third party is granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) The real property demised by the leases described on the attached Leased Real Property 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 would notset forth on the attached Leased Real Property Schedule, the Leased Real Property leases are in full force and effect, and the Company or a 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 material respect, except to the extent that such modifications are disclosed by the copies delivered or made available to Buyer. Neither the Company nor any of its Subsidiaries is in 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: (i) neither the Company nor any of its Subsidiaries has received a written notice from any Governmental Body of, or is subject to, a special assessment in excess of $50,000 individually or $250,000 in the aggregate, reasonably be expected to be material aggregate with respect to the Business or Leased Real Property; (ii) to the Business CompaniesCompany’s Knowledge, taken as a wholethere are no material claims, demands, notices, suits or judgments for which the Business Companies haveCompany or any Subsidiary is responsible relating to fire, zoning, building or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets health code violations of the BusinessLeased Real Property, which have not been heretofore corrected; (iii) none of the Leased Real Property is vacant or unoccupied; and (iv) neither the Company nor any Subsidiary has received a written notice of the intention of any party to terminate any lease described in each case free and 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 all material respectsLeased Real Property Schedule.

Title to Properties. (a) Section 2.11(a) The Company 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 Parent 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 sets forth is a true complete and complete list, as correct list of the date of this Agreement, of (i) all real property leased or subleased and interests in real property owned by Parent the Company or any Company Subsidiary (each such property or interest, an “Owned Real Property”), and (ii) all material real property and interests in real property leased by the Company or any Company Subsidiary in excess of its Subsidiaries 10,000 square feet (solely to the extent related to the Business) (as lessee each such property or sublessee) (the interest, a “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with With respect to each Leased Owned Real Property, a (A) the Company or the Company Subsidiary, as applicable, has good and valid leasehold interest in such propertyfee simple title, in each case free and clear of all LiensEncumbrances, except for Permitted Liens. (bB) Section 2.11(b) of neither the 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 Company nor such Company Subsidiary has leased or otherwise granted to any 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 granted Person the right to use the or occupy such Owned Real Property and or any portion thereof, (C) there are no outstanding options options, rights of first offer or rights of first refusal to purchase the 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 delivered to Acquiror true, correct and complete copies of all leases, subleases and other Contracts under which the Company and/or any Company Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any Leased Real Property, including all modifications, amendments and supplements thereto. (c) Except as 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 operating condition subject to normal wear and tear. (d) The Company and the 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 be material to have a Material Adverse Effect on the Business Company, nor has the Company or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets any of the BusinessCompany Subsidiaries received any written notice of any such violation in any material respect of any such ordinance, in each case free and 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 regulation or requirement with which they are used in all material respectsit has not complied.

Title to Properties. (a) Section 2.11(a) At each Delivery Date, each of the Parent Disclosure Letter sets forth a true Alliance Parties and complete list, as of the date of this Agreement, of Alliance MLP Parties will have good and indefeasible title to all real property leased or subleased by Parent or any of its Subsidiaries (solely and good title to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or all personal property described in the aggregatemost recent Preliminary Prospectus as being owned by them, reasonably except (i) as described in the most recent Preliminary Prospectus and (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 expected used in the future as described in the most recent Preliminary Prospectus; and all real property 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 have a Business Material Adverse Effectbe used in the future as described in the most recent Preliminary Prospectus. For purposes of this Underwriting Agreement, the Business Companies have, or at the Closing will havephrase “good and indefeasible title” to all real property shall mean, with respect to each Leased Real Propertyany real property interest, a good and valid leasehold 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 in such propertyis 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 real property interest is located, and is free and clear of all Liensliens, except for Permitted Liens. claims, security interests or other encumbrances excepting (bin each case) Section 2.11(b) 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 Parent Disclosure Letter sets forth a true Alliance Parties or the Alliance MLP Parties hold title to such real property interest or contained in its chain of title thereto and complete listthose that arise under the Amended and Restated Credit Agreement, dated as of April 13, 2006, among Alliance Resource Operating Partners, L.P. as Borrower and the date 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 this Agreement, of all the subject real property owned interest or which are capable of being routinely addressed, cured, avoided or assumed in fee by Parent or any the ordinary course 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 business and marketable title to all land management of the Owned Real Property, free Alliance Parties and clear of any Liens other than Permitted Liens. There are no leases, licenses or occupancy agreements pursuant to which any third party is granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real PropertyAlliance MLP Parties. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Business, in each case free and 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 all material respects.

Title to Properties. (a) Section 2.11(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 Parent Disclosure Letter sets forth a true material tangible personal property and complete list, other material tangible assets owned by the Company or its Subsidiary as of the date of this Agreement, of all real property leased or subleased by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such propertyhereof, in each case free and clear of all Liens, except for Permitted Liens. (b) Section 2.11(b) of the 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 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), except where the failure to do so would not have a Company Material Adverse Effect. There are no leases, licenses or occupancy agreements pursuant to which any third party is granted To the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest inCompany’s Knowledge, all such items of tangible personal properties and assets of the Business, in each case free and clear of all Liens, except for Permitted Liens. All such tangible personal properties and assets property are in good working operating condition and repair (ordinary wear and tear excepted) capable 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 leased real property described in Section 3.11(b) of performing the functions for Company Disclosure Letter (the Business for which they “Company Real Property”) constitutes all of the real property used, occupied or leased by the Company or its Subsidiary. Except as would not have a Company Material Adverse Effect, (i) the Company Real Property leases are used in all material respectsfull force and effect, and the Company holds a valid and existing leasehold interest in the 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 such leases, and (iii) no event has occurred, which, if not remedied, would result in a default by the Company under the Company Real Property leases, and, to the Company’s Knowledge, no 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) Section 2.11(a) of the Parent Disclosure Letter sets forth a true Wejo and complete list, as of the date of this Agreement, of all real property leased or subleased by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a Wejo Subsidiary owns good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liens. (b) Section 2.11(b) of the 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 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 granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or holds a valid leasehold interest in, all of the material tangible personal properties and assets property used by it in the conduct of the Businessits business, in each case free and clear of all Liens, except for Permitted Liens. All Each such item of material 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 property is in all material respectsrespects 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) 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 (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 each Wejo Leased Real Property (in accordance with the terms of such Wejo Leases, subject to the Enforceability Exceptions); (ii) 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 lessor thereof; (iii) no event has occurred which (with notice, lapse of time or both) would constitute a material breach or default thereunder by Wejo or any Wejo Subsidiary (as applicable) or, to the Knowledge of Wejo, any other party thereto; and (iv) the Wejo Leased Real Property is in good operating condition and repair, 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 similar properties. Wejo and each Wejo Subsidiary holds a valid leasehold interest in the Wejo Leased Real Property, free and clear of all Liens, except for Permitted Liens. No Wejo Leased Real Property, or portion thereof, is subleased by Wejo or any Wejo Subsidiary to a third party. There are no condemnation proceedings pending, or the Knowledge of Wejo, threatened, with respect to any Wejo Leased Real Property or portion thereof.

Title to Properties. (a) Section 2.11(a) At each Delivery Date, each of the Parent Disclosure Letter sets forth a true Partnership Parties and complete list, as of the date of this Agreement, of Subsidiaries will have good and indefeasible title to all real property leased or subleased by Parent or any of its Subsidiaries (solely and good and marketable title to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or all personal property described in the aggregate, reasonably be expected to have a Business Material Adverse Effect, most recent Preliminary Prospectus and the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such propertyProspectus as being owned by them, in each case free and clear of all Liensliens, encumbrances and defects, except for Permitted Liens. (bi) Section 2.11(bsuch as are described in the most recent Preliminary Prospectus and the Prospectus, (ii) such as do not materially interfere with the use of such properties taken as a whole as they have been used in the Parent Disclosure Letter sets forth past and are proposed to be used in the future as described, and subject to the limitations contained, in the most recent Preliminary Prospectus and the Prospectus and (iii) could not reasonably be expected to have a true Material Adverse Effect; all real property and complete list, buildings held under lease or license by the Partnership Parties and the Subsidiaries 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 date past and are to be used in the future as described in the most recent Preliminary Prospectus and the Prospectus. For purposes of this Agreement, of the phrase “good and indefeasible title” to all real property owned in fee by Parent or shall mean, with respect to any of its Subsidiaries (solely real property interest, and subject to the extent related to the Business) (the “Owned Real Property”). The Business Companies haveterms, or at the Closing will haveconditions, 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 granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as would not, individually or provisions contained in the aggregaterealty deeds and leases creating such real property interest, reasonably be expected to be material to that the Business or to ownership, rights, possession and title in the Business Companiesjurisdiction and locale where the real property interest is located, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Business, is in each case legally sufficient in all material respects to conduct the business and operations of the Partnership Parties and the Subsidiaries as described or incorporated by reference in the Preliminary Prospectus and the Prospectus under the caption “Business, Risk Factors and Properties,” as such business and operations relate to the location of such real property interest, and is free and clear of all Liensliens, except for Permitted Liens. All claims, security interests or other encumbrances excepting (in each case) permitted encumbrances, such tangible personal properties title defects, and assets imperfections, limitations, correlative rights, or appurtenant rights or obligations contained in, arising from or created by the instrument under which any of the Partnership Parties and the Subsidiaries hold title to such real property interest or contained in its chain of title thereto, which do not materially and adversely effect current or intended use or operation of the subject real property interest or which are in good working condition (ordinary wear and tear excepted) capable of performing being routinely addressed, cured, avoided or assumed in the functions for ordinary course of business and land management of the Business for which they are used in all material respectsPartnership Parties and the Subsidiaries.

Title to Properties. The real property owned (a"Owned Property") Section 2.11(aor leased ("Leased Property") by Archway is listed in the Disclosure Letter and constitutes all of the Parent real property owned, used or occupied by Archway or in which Archway has any other interest (the "Real Property"). Such Disclosure Letter sets forth a true includes the record title holder, location, uses thereof and complete listindebtedness of Archway thereon, as of the date of this Agreementif any, of for all real property leased or subleased by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or may be disclosed in the aggregateDisclosure Letter, reasonably be expected (i) Archway has good and marketable fee simple title to have a Business Material Adverse Effectall Owned Property, the Business Companies haveexcept for recorded easements, or at the Closing will havecovenants and other restrictions, utility easements, and other easements, covenants and restrictions existing generally with respect to each Leased Real Propertyproperties of a similar character, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liens. (b) Section 2.11(b) of the 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 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 Propertywhich are shown on such Disclosure Letter, 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 granted the right to use the Owned Real Property and (ii) there are no outstanding options or rights of first refusal to purchase the Owned Property or any other Real Property in which Archway has an interest, (iii) the Real Property has access, sufficient for the conduct of the business of Archway as now conducted to public roads and to all utilities, including electricity, sanitary and storm sewer, potable water, natural gas and other utilities, used in the operation of the business of Archway at that location, (iv) all structures, fixtures and other improvements on all Owned Property of Archway are within the lot lines and do not encroach on the properties of any other Person, (v) the use and 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 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 (cother than as disclosed in the insurance reports disclosed hereunder) Except as would notthat (i) relates to any violation of building, individually safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any of such properties or (iii) requests that performance of any repairs, alterations or other 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, reasonably be expected 1993, have been delivered to be material SFC. There is no pending, and to the Business best of Archway and the Sellers' knowledge, no threatened condemnation, expropriation, eminent domain or to the Business Companies, taken as a whole, the Business Companies have, similar proceeding affecting all or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets any portion of the Business, in each case free and 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 all material respectsOwned Property.

Title to Properties. (a) Section 2.11(aSeller does not own any real property. (b) Schedule 5.7(b) lists all leases, licenses, access agreements, subleases and other use agreements of the Parent Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of all real property leased to which Seller is a party relating to or subleased by Parent or any used in connection with the Transferred Assets, the address of its Subsidiaries (solely such real property, the expiration of each such lease, license, access agreement, sublease and other use agreement; such real property is referred to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would notSubject to the entry of the Sale Order and payment of any Cure Amounts and the entry of appropriate Orders of the Bankruptcy Court, individually or each such lease, license, access agreement, sublease and other use agreement is in full force and effect and is enforceable against the aggregatenon-Seller counterparty thereto and Seller has a good and marketable interest in, reasonably be expected to have a Business Material Adverse Effectand enjoys quiet and undisturbed possession of, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, free and clear of all Liens, except Permitted Liens. True and correct copies of the leases, licenses, access agreements, subleases and other use agreements of the Leased Real Property and any and all ancillary documents pertaining thereto, including but not limited to, all amendments, extensions, side agreements and confirmation letters, and to which Seller is a party or is bound have been made available to Purchaser. (c) Seller has good and valid leasehold interest marketable title to all personal property owned by it and used primarily in such propertyconnection with the Transferred Assets (“Personal Property”), in each case free and clear of all Liens, except for (a) Liens set forth on Schedule 5.7(c) and (b) Permitted Liens. (bd) Section 2.11(b) of Other than as set forth on Schedule 5.7(d), Seller has not received notice, either written or verbal or otherwise, under the Parent Disclosure Letter sets forth a true lease by and complete list, as of the date of this Agreement, of all real property owned in fee by Parent or any of its Subsidiaries (solely to the extent related to the Business) between Seller and 717 GFC LLC (the “Owned Real Property717 Fifth Landlord”). The Business Companies have) for the premises located at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx (the “New York Retail Lease”) that the 717 Fifth Landlord intends to either (i) exercise the termination option under the New York Retail Lease, or at (ii) exercise 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 Landlord’s Alternate Option (as such term is granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as would not, individually or defined in the aggregateNew York Retail Lease) requiring Seller to lease new premises located at 00xx Xxxxxx Xxx Xxxx, reasonably be expected to be material to Xxx Xxxx and surrender the Business or to the Business Companiespremises located at 000 Xxxxx Xxxxxx, taken as a wholeXxx Xxxx, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Business, in each case free and 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 all material respectsXxx Xxxx.

Title to Properties. (a) Section 2.11(a3.1(q)(i) of the Parent Company Disclosure Letter sets forth a true and complete list, as Schedules lists each parcel of the date of this Agreement, of all real property leased currently or subleased formerly owned by Parent 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 (solely to the extent related to the Business) (as lessee or sublessee) (the collectively, “Leased Real PropertyLiens”). Except as would not, except Liens for Taxes not yet due and payable and such Liens or other imperfections of title, if any, that, either individually or in the aggregate, are not reasonably be expected likely to have a Business Company Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liens. (b) . Section 2.11(b3.1(q)(ii) of the Parent Company Disclosure Letter sets forth a true Schedules lists each parcel of real property currently leased or subleased by Company or any of its Subsidiaries, with the name of the lessor and complete list, as of the date of this Agreementthe 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”). 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 owned are valid and effective in fee by Parent accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default of Company or any of its Subsidiaries (solely or, to the extent related to the Business) knowledge of Company, any other party (the “Owned Real Property”). The Business Companies haveor any event which with notice or lapse of time, or at the Closing will haveboth, good and marketable title to all would constitute a default), except for defaults or events of the Owned Real Propertydefault that, 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 granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as would not, either individually or in the aggregate, are not reasonably be expected likely to be result in material liability to Company or materially disrupt or impair the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets conduct of the Business, in each case free and 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 all material respectsCompany’s business.

Title to Properties. (a) Section 2.11(a) of Except as set forth on the Parent Disclosure Letter sets forth a true and complete listLiens Schedule, as of the date of this Agreement, of all real property leased Company or subleased by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a own good and valid leasehold interest in such propertytitle to, in each case or hold pursuant to valid and enforceable leases, all of the material tangible personal property used by the Company and its Subsidiaries to conduct their businesses as currently conducted, free and clear of all Liens, except for Permitted Liens. (b) Section 2.11(bThe real property demised by the leases described on the attached Leased Real Property Schedule (the “Leased Real Property”) constitutes all of the Parent Disclosure Letter sets real property leased by the Company and its Subsidiaries. Except as set forth on the Leased Real Property Schedule, the Leased Real Property leases are in full force and effect, and the Company or its Subsidiaries holds a true 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 the Purchaser complete list, as and accurate copies of each of the date leases described on the Leased Real Property Schedule, and none of this Agreementsuch leases have been modified in any material respect, of all real property owned in fee except to the extent that such modifications are disclosed by Parent the copies delivered or made available to the Purchaser. Neither the Company nor any 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 is in default in any material respect under any of the Owned Real Property, free and clear of any Liens other than Permitted Liens. There are no such leases, licenses or occupancy agreements pursuant to which any third party is granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as would notNeither the Company nor any of its Subsidiaries owns any real property. (d) Other than the representations and warranties contained in Sections 4.05, individually or in 4.06 and 4.11, this Section 4.07 constitutes the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties sole and assets exclusive representations and warranties of the Business, in each case free and 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 all material respectsCompany with respect to any real property matters.

Title to Properties. (a) Section 2.11(a) 3.14 of the Parent Company Disclosure Letter sets forth Schedule contains a true and complete list, as of the date of this Agreement, list of all real property leased or subleased owned by Parent the Company or any of its Subsidiaries (solely collectively, the “Owned Real Property”) and for each parcel of Owned Real Property, contains a correct street address of such Owned Real Property. (b) Section 3.14(b) of the Company Disclosure Schedule contains a true and complete list of all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the extent related to Company or any of its Subsidiaries (collectively, including the Business) (as lessee or sublessee) (improvements thereon, the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to and for each Leased Real Property, a good identifies the street address of such Leased Real Property. True and valid leasehold interest in such property, in each case free and clear complete copies of all Liensagreements under which the Company or any Subsidiary thereof is the landlord, except for Permitted Liens. sublandlord, tenant, subtenant, or occupant (beach a “Real Property Lease”) Section 2.11(b) of the Parent Disclosure Letter sets forth a true and complete list, that have not been terminated or expired as of the date of this Agreement, of all real property owned in fee by Parent hereof have been made available to Parent. (c) The Company or any 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, has good and marketable valid title to all of the Owned Real Property, free and clear of any all Liens except (x) statutory liens securing payments not yet due, (y) security interests, mortgages and pledges that are disclosed in the Filed 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 than Permitted Liens. There are no leases, licenses imperfections or occupancy agreements pursuant to which any third party is granted the right to use the Owned Real Property and there are no outstanding options irregularities of title or rights of first refusal to purchase the Owned Real Property. (c) Except as would notother Liens that, individually or in the aggregate, do not and would not reasonably be expected to be material to materially affect the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets use of the Business, 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 (the Liens described in each case free clauses (x) and clear (z) above are collectively referred to as “Permitted Liens”). (d) The Company or one of its Subsidiaries is the lessee or sublessee of all Liens, except for Permitted LiensLeased Real Property. All such tangible personal properties Each of the Company and assets are in good working condition (ordinary wear its Subsidiaries enjoys peaceful and tear excepted) capable of performing the functions for the Business for which they are used in undisturbed possession under all material respectsReal Property Leases.

Title to Properties. (a) Section 2.11(a) The real property owned by Seller constituting part of the Parent Assets (the "Owned Parcels") and the real property demised by the leases described under the caption referencing this Section 4.06 in the Disclosure Letter sets forth a true and complete list, as Schedule (the "Leases") together constitute all of the date of this Agreement, of all real property leased owned, used or subleased occupied by Parent Seller on which the Plants or any Housing or Farm Shops are located (which property is referred to collectively as the "Real Property"). To the extent that Seller has in its possession any surveys with respect to the Real Property or the XxXxxxx Facility, Seller shall provide copies thereof to Buyer. Seller shall provide to Buyer updated title insurance commitments with respect to all parcels of its Subsidiaries Real Property and the XxXxxxx Facility, the cost of which commitments shall be paid one-half by Seller and one-half by Buyer. The Real Property has access, sufficient for the conduct of the Business as now conducted, to public roads and to all utilities, including electricity, sanitary and storm sewer, potable water, natural gas and other utilities, used in the operation of the Business at such location. (solely b) The Leases are in full force and effect, and Seller holds a valid and existing leasehold interest under each of the Leases for the term set forth under such caption in the Disclosure Schedule. Seller has delivered, or will deliver within 15 business days after the date hereof, to Buyer complete and accurate copies of each of the Leases in Seller's possession, and none of the Leases has been modified in any material respect, except to the extent related that such modifications are disclosed by the copies delivered to the Business) (as lessee or sublessee) (the “Leased Real Property”)Buyer. Except as would notSeller has not received written notice of any default of any material provision of any Lease, individually or in the aggregate, reasonably be expected and Seller has not delivered to have any current party to any Lease a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, notice of default with respect to each Leased Real Property, a that Lease which default has not been cured. (c) Seller owns good and valid leasehold interest in such propertymarketable title to the Assets, in including each case of the Owned Parcels, free and clear of all Liensliens and encumbrances, except for (i) liens for current taxes not yet due and payable, (ii) matters disclosed in the title insurance commitments or the surveys delivered to Buyer or otherwise set forth under the caption referencing this Section 4.06 in the Disclosure Schedule, (iii) lessors' interests in the real property leased under the Leases (and the personal property subject to leases constituting part of the Assets), (iv) liens imposed by law and incurred in the ordinary course of business for obligations not yet due to carriers, warehousemen, laborers and materialmen, with respect to which Seller agrees to indemnify and hold Buyer harmless and to take such action as may be necessary to cause the liens to be removed or discharged except to the extent the obligation secured by such lien is included in the calculation of Net Working Capital as of the Closing, (v) liens in respect of pledges or deposits under workers' compensation laws, with respect to which Seller agrees to indemnify and hold Buyer harmless and to take such action as may be necessary to cause the liens to be removed or discharged except to the extent the obligation secured by such lien is included in the calculation of Net Working Capital as of the Closing, and (vi) easements and other encumbrances which do not materially adversely affect the manner in which the Plants or the Housing and Farm Shops or the XxXxxxx Facility are operated on the date hereof (clauses (i) through (vi) being referred to herein, collectively, as the "Permitted LiensEncumbrances"). (bd) Seller has not received any written notice of any violation of any applicable zoning ordinance or other law, regulation or requirement (other than "Environmental Laws" as defined in Section 2.11(b4.13) relating to the operation of any of the Parent Disclosure Letter sets forth a true and complete list, as of Plants or the date of this Agreement, of all real property owned in fee by Parent or any 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 Seller has not received any notice of any Liens other than Permitted Lienssuch violation, or the existence of any condemnation proceeding with respect to any of the Real Property, and to Seller's knowledge, no such violations exist, except, in each case, with respect to violations or proceedings the known potential consequences of which do not or would not be reasonably deemed to have a material adverse effect on the ability of Buyer to operate the Plants at such locations immediately after the Closing in substantially the same manner as they were operated by Seller immediately prior to the Closing. No variances, special use permits or similar permits or administrative approvals exist which would terminate upon the transfer of the Real Property to the Buyer, the termination of which would have a material adverse effect on the ability of Buyer to operate the Plants. (e) There are no leasesliens for taxes upon any of the Assets, licenses except liens for taxes not yet due. (f) Seller has not received any written notice of any material improvements made or occupancy agreements pursuant contemplated to be made by any public or private authority, the costs of which are to be assessed as special taxes or charges against any third party is granted of the right to use the Owned Real Property Property, and there are no outstanding options or rights present assessments of first refusal a material amount with respect to purchase the Owned Real Property. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Business, in each case free and 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 all material respects.

Title to Properties. (a) Section 2.11(a) Each of the Parent Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of all real property leased or subleased by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Acquired Companies have, or at the Closing will have, with respect to each Leased Real Property, a owns good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liens. (b) Section 2.11(b) of the 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 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 granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or holds a valid leasehold interest in, all of the material tangible personal properties and assets property used by it in the conduct of the Businessits business, in each case free and clear of all Liens, except for Permitted Liens. All Each such item of material tangible personal properties property is in all material respects in operable condition and assets are in good working condition (ordinary repair, subject to normal wear and tear exceptedtear, ongoing repairs or refurbishments in the ordinary course and obsolescence in the ordinary course. (b) capable None of performing the functions for 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 Business for which they Acquired Companies as of the date hereof (the “Leased Real Property”). The Acquired Companies have delivered to Buyer a true, correct and complete copy of the underlying lease with respect to each parcel of Leased Real Property (each, a “Lease”). Except as set forth on Schedule 5.07(c), with respect to each of the 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 used 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 is authorized by, and is in compliance with, in all material respects, all applicable zoning, land use, building and fire Laws and other legal requirements. Except for Permitted Liens, there are no subleases, licenses, occupancy agreements or other contractual obligations pursuant to which an Acquired Company has granted the right of use or occupancy of any of the Leased Real Property to any Person other than the Acquired Companies, and there is no Person in possession of any of the Leased Real Property other 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 no commission is owed with respect to any of the Leased Real Property. (d) There are no outstanding options or other contractual rights to which an Acquired Company is a 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 receive 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) 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 ability to use the Leased Real Property for its intended purpose in the ordinary course of 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 to the 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 public utility services that are necessary for the operations of the business on the Leased Real Property and, to the Company’s knowledge, there are no facts, circumstances or conditions that are reasonably likely to result in the termination of such connections.

Title to Properties. (a) Section 2.11(aExcept (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 the Parent Disclosure Letter sets forth a true and complete list, as of business since the date of this Agreementthe Latest Balance Sheet, of all real property leased or subleased by Parent (iv) for Permitted Liens, the Company or any one of its Subsidiaries owns good title to, or holds pursuant to valid and enforceable leases, all of the personal property shown to be owned or leased by it on the Latest Balance Sheet, free and clear of all Liens. (solely to b) Schedule 3.07(b) sets forth the extent related to the Business) (as lessee or sublessee) (the “Leased address and description of each parcel of Owned Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with With respect to each Leased parcel of Owned Real Property, a except as set forth on Schedule 3.07(b): (i) the Company or one of its Subsidiaries has good and valid leasehold interest in such propertymarketable fee simple title, in each case free and clear of all Liens, except for Permitted Liens. ; (bii) Section 2.11(b) of neither the 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 Company nor any of its Subsidiaries (solely has leased or otherwise granted 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 granted Person the right to use the 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 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 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 than the Owned Real Property (the “Leased Real Property”) and lists the leases pursuant to which the Company or its Subsidiaries lease or have the right to use or occupy the Leased Real Property (the “Leases”). The Leased Real Property constitutes all 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 than the Owned Real Property). Except as would notset forth on Schedule 3.07(c), individually (i) the Leases are binding, valid, in full force and effect and enforceable by the Company and its Subsidiaries against the parties thereto in accordance with their respective terms, subject to proper authorization and execution of such Lease by the other party and the application of any Enforceability Limitations, (ii) no party has given written notice of any intent to amend or in terminate any Lease or of any material dispute with respect to any Lease, and (iii) the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets interests of the Business, in each case Company and its Subsidiaries under the Leases are free and clear of all Liens, except for Permitted Liens. All 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 tangible personal properties 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 assets (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 in good working condition the possession or control of the Company and its Subsidiaries. (ordinary wear and tear exceptedg) capable Except as set forth on Schedule 3.07(g), as of performing the functions for date hereof, there is no pending, or to the Business for which they are used in all material respectsCompany’s Knowledge, threatened appropriation, condemnation or like Action affecting any parcel of Owned Real Property or Leased Real Property.

Title to Properties. (a) Except for such inaccuracies as are not material, Section 2.11(a3.15(a) of the Parent Company Disclosure Letter Schedule sets forth a true and complete listforth, as of the date of this Agreementhereof, a true and complete list of all real property leased or subleased owned by Parent the Company and its Subsidiaries (the “Owned Real Property”), identifying the owner and address thereof. (b) Except for such inaccuracies as are not material, Section 3.15(b) of the 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 leases, subleases, licenses or otherwise occupies pursuant to leases or subleases (solely the “Leases”), excluding (i) real property which is the subject of leases, licenses or 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 distribution business of the Company, mainly for seasonal storage, in the case of (i) and (ii) which are not material to the extent related to business of the Business) Company and its Subsidiaries as presently conducted (as lessee or sublessee) (the real property covered by the Leases, the “Leased Real Property”). Except 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 licenses) in or relating to the Leased Real Property, free and clear of all Liens, easements, covenants, encroachments and 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 connection therewith, (B) for Permitted Liens and (C) as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, . Each Lease and Lessor Lease is valid and in full force and effect and to the Business Companies have, or at Knowledge of the Closing will have, Company is enforceable in accordance with its respective terms with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liens. (b) Section 2.11(b) of the Parent Disclosure Letter sets forth a true and complete listCompany or its Subsidiaries, as applicable, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws relating to or affecting the rights and remedies of the date creditors generally and to general principles of this Agreementequity (regardless of whether considered in a proceeding in equity or at law), of all real property owned in fee by Parent or any of its Subsidiaries and except (solely i) to the extent related to the Businessthat such Lease or Lessor Lease has previously expired or been terminated in accordance with its terms or (ii) (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 granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as would notnot have, individually or in the aggregate, reasonably be expected to be material a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries, nor, to the Business or Company’s Knowledge, any counterparty to the Business Companiesany Lease and Lessor Lease, taken as a whole, the Business Companies havehas violated any material provision of, or at 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 Closing will haveprovisions of any Lease or Lessor Lease, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Business, except in each case free for those violations and clear 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 are reasonably sufficient for the operation of all Liensthe business of the Company as presently conducted, except for Permitted Liens. All such tangible personal properties and assets are in good working condition (ordinary subject to reasonable wear and tear exceptedand damage by casualty, the elements and acts of God and subject to replacements and upgrades of fixed assets consistent with the Company’s capital expenditures budget or otherwise in the ordinary course of business and except as would not have, individually or in the aggregate, a Material Adverse Effect. (e) capable Subject to any Lessor Leases and provisions thereof, neither the Company nor any of performing its Subsidiaries is a party to or obligated under any option, right of first refusal or other contractual right to sell, dispose of or lease to others any of the functions for 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 Business for Company Disclosure Schedule or as may be disclosed in any Leases, neither the Company nor any of its Subsidiaries 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 aggregate, a Material Adverse Effect. (g) Section 3.15(g) of the Company Disclosure Schedule sets forth, as of the date hereof, a list that is true and complete in all material respectsrespects 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 the zip code of the primary facility in such Operating Unit.

Title to Properties. (a) Section 2.11(a) The real property subject to the leases, subleases and licenses described on the attached Leased Real Property Schedule constitutes all of the Parent Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of all real property leased or subleased used by Parent or any of its Subsidiaries (solely to the extent related to Company and the Business) (ContentGuard Subsidiary as lessee or sublessee) lessees, sublessees and licensees (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liens. (b) Section 2.11(bThe leases described on the Leased Real Property Schedule (collectively, the “Leases”) are in full force and effect and are enforceable by the Company or the ContentGuard Subsidiary in accordance with their terms (subject to the effects of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other Laws now or hereafter in effect relating to creditors’ rights generally and general principles of equity), and the Company or the ContentGuard Subsidiary holds a valid and existing leasehold interest under each of the Parent Disclosure Letter sets forth a true Leases. The Company has made available to the Buyer complete and complete list, as accurate copies of each of the date Leases, and none of this Agreementthe Leases have been modified, of all real property owned in fee by Parent or any of its Subsidiaries (solely except to the extent related that such modifications are disclosed by the copies made available to the BusinessBuyer. Neither the Company nor the ContentGuard Subsidiary is in default in any material respect under any of the Leases, and to the Company’s Knowledge, no other party to the Leases is in default under any of the Leases. (c) Neither the Company nor the ContentGuard Subsidiary owns any real property. (d) Except as described on the “Owned Real Property”). The Business Companies haveattached Personal Property Schedule, or at the Closing will have, Company and the ContentGuard Subsidiary have good and marketable title to all of the Owned Real material personal property (other than Intellectual Property) owned by them, 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 granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Business, in each case free and clear of all LiensEncumbrances, 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 all material respectsEncumbrances.

Title to Properties. (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 Material Adverse Effect: (a) the applicable Fee Owner has good fee simple title, free and clear of all Liens, except Permitted Encumbrances, to such Owned Real Property; (b) except as set forth on Section 2.11(a4H(i) of the Parent Seller Disclosure Letter, neither Seller nor any 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 such Owned Real Property or any portion thereof; and (c) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof. (ii) Section 4H(ii) of the Seller Disclosure Letter sets forth a true and complete listlist of all Leases as of the date hereof, including all material amendments thereto, for each parcel of Leased Real Property, the applicable address of each parcel of Leased Real Property subject to a Lease, the holder of the leasehold estate (or similar interest) with respect thereto, and the applicable members of the Paper Group (or their respective Subsidiaries) who are the primary occupant(s) of 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 breach 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 (including upon the giving of notice or the passage of time) 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 is a sublandlord or is a similar interest holder under any such Lease. (iii) Except as set forth on Section 4H(iii) of the Seller Disclosure Letter, as of the date of this Agreement, there are no actions, suits, proceedings, arbitrations or governmental investigations pending or, to the knowledge of all real property leased or subleased by Parent Seller, threatened against any member of the Paper Group or any of its Subsidiaries (or, solely to the extent related with respect to the Business) (as lessee , Seller or sublessee) (the “any of its other Subsidiaries with respect to any Owned Real Property or Leased Real Property”)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 notresult in a Company Material Adverse Effect. (iv) All brokerage commissions and other similar compensation and fees payable by Seller or any of its Affiliates in connection with any acquisition, individually lease or other transaction involving any Included Property which are or were due and payable have been paid in full. (v) Except (a) as set forth on Section 4H(v) of the Seller Disclosure Letter, (b) as set forth on the Latest Balance Sheet, (c) for assets sold in the aggregateordinary course of business since the date of the Latest Balance Sheet, reasonably be expected to have (d) for Permitted Encumbrances or (e) as would not otherwise result in a Business Company Material Adverse Effect, a member of the Business Companies havePaper Group or one of its Subsidiaries owns, or at the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liens. (b) Section 2.11(b) or has a contract, license or lease to use, all of the Parent Disclosure Letter sets forth a true personal tangible property and complete listassets included on the Latest Balance Sheet, as of the date of this Agreement, of all real property owned in fee by Parent acquired thereafter or any of located on its Subsidiaries (solely to the extent related premises which is material 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 granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Leased Real Property. (c) Except as would not, individually collectively, constitute the material real property owned or leased by the Seller and its Affiliates primarily for use in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets operation of the Business, in each case free and 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 all material respects.

Title to Properties. (a) Except as set forth in Section 2.11(a4.8(a) of the Parent Company Disclosure Letter sets forth a true Letter, the Company or one of its Subsidiaries owns good and complete listmarketable title to, as or holds pursuant to valid and enforceable leases, all of the date of this Agreement, of all real material personal property leased shown to be owned by them on the Current Balance Sheet or subleased used by Parent the Company or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregateconduct of their current business operations, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liens. (b) Section 2.11(b) of the 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 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 granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Business, in each case free and clear of all Liens, except for Permitted Liens. All such tangible material personal properties property shown to be owned by the Company and assets its Subsidiaries on the Current Balance Sheet have been maintained in accordance with the Company’s and its Subsidiaries’ normal practices and are in good working usable condition (for the operation of the Company’s and its Subsidiaries’ business, ordinary wear and tear excepted. (b) capable Section 4.8(b) of performing the functions for Company Disclosure Letter sets forth a true, complete and correct list of all of real property shown to be owned by the Business for which they are Company and any of its Subsidiaries on the Current Balance Sheet (together 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 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 Lease is in full force and effect, 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 equitable remedies. As of the date of this Agreement, neither the Company nor any of its Subsidiaries is in default in any material respectsrespect under any of 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 pending or, to the knowledge of the Company, is threatened, with respect to or that could affect any Owned Real Property or that, to the knowledge of the Company, could affect any Leased Real Property, except, in each case, for such proceedings which have not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Title to Properties. (a) Except as set forth on Section 2.11(a4.08(a) of the Parent Seller Disclosure Letter sets forth a true Letter, the Company Entities own good and complete listmarketable title to, as or hold pursuant to valid and enforceable leases, all of the date material, tangible personal property, used or held for use by them in the conduct of this Agreement, of all real property leased or subleased by Parent or any of its Subsidiaries (solely their business that are material to the extent related to business of the Business) Company Entities (taken as lessee or sublessee) (the “Leased Real Property”a whole). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liens and Excepted Liens. (b) The real property demised by the Leases described on Section 2.11(b4.08(b)(i) of the Parent Seller Disclosure Letter sets forth a true and complete list, as (the “Leased Real Property”) constitutes all of the date of this Agreement, of all real property owned leased by the Company Entities. Except as set forth on Section 4.08(b)(ii) of the Seller Disclosure Letter and assuming that such Lease is a valid and binding obligation of the other counterparties thereto, the Leases are in fee full force and effect, and the applicable Company Entity holds a legal, binding, valid, enforceable and existing leasehold interest in each parcel or tract of real property leased by Parent it 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 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 of its Subsidiaries (solely material respect, except to the extent related that such modifications are disclosed by the copies delivered or made available to Purchaser. None of the Company Entities, and to the Business) (the “Owned Real Property”). The Business Companies haveSeller’s Knowledge no other party to any such Leases, is in default, or at has delivered or received any notice of default, under any of such Leases and no event has occurred that with notice or the Closing will havepassage of time, good and marketable title to all or both, would constitute a default, or permit the termination, modification or acceleration of the Owned Real Propertyrent under any such Leases, 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 granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as except where such default would not, individually or in the aggregate, not reasonably be expected to be material to the Business or to the Business CompaniesCompany Entities, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets . Except as set forth on Section 4.08(b)(iii) of the BusinessSeller Disclosure Letter, (a) none of the Company Entities have subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof, and (b) none of the Company Entities have collaterally assigned or granted any other security interest in each case free and clear such Leases or any interest therein. (c) Except as set forth on Section 4.08(c) of all Liensthe Seller Disclosure Letter, except for Permitted Liens. All such tangible personal properties and assets are in good working condition (ordinary wear and tear excepted) capable none of performing the functions for the Business for which they are used in all material respectsCompany Entities own any real property.

Title to Properties. (a) Section 2.11(a) of the Parent Disclosure Letter sets forth The attached PERSONAL PROPERTY SCHEDULE contains a true correct and complete list, list as of the date set forth therein of this Agreementeach item of tangible personal property owned or used by each of the Company and its Subsidiaries, other than inventory, office furniture and supplies and miscellaneous items of all real personal property leased or subleased by Parent or any with an individual book value of less than $10,000. The Company and its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a own good and valid leasehold interest in such propertymarketable title to all of the personal property and assets shown on the Latest Balance Sheet, in each case free and clear of all Liensliens, security interests and other encumbrances, except for Permitted Liens. (b) Section 2.11(b) of the Parent Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of all The real property owned in fee by Parent the Company (the "OWNED REAL PROPERTY") and the real property demised by the leases, subleases, licenses and other instruments (the "LEASED REAL PROPERTY" described on the attached REAL PROPERTY SCHEDULE constitutes all of the real property owned or any of leased by the Company and its Subsidiaries. The Company and its Subsidiaries (solely to are the extent related to the Business) (the “Owned Real Property”). The Business Companies havesole and exclusive owners of, or at the Closing will have, and have good and marketable title to all of 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 other than Permitted Liensor as set forth on the attached REAL PROPERTY SCHEDULE. There are no The Leased Real Property leases, subleases, licenses and other instruments are valid, subsisting, in full force and effect and binding upon the parties thereto, and the Company or occupancy agreements pursuant a Subsidiary holds a valid and existing leasehold interest under each of the leases, subleases, licenses and other agreements, except where the failure to which any third party is granted the right have such leases, subleases, licenses and other instruments valid, subsisting, in full force and effect and binding, or to use the Owned Real Property hold such a valid and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as existing leasehold interest would not, individually or in the aggregate, reasonably have a Material Adverse 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 set forth on the attached REAL PROPERTY SCHEDULE under any of such leases, subleases, licenses and other instruments nor, to the best knowledge of the 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 leases, subleases, licenses or other instruments. To the knowledge of the Company, title to the Owned Real Property is insurable at standard premiums by reputable title insurance companies licensed in the state where such Owned Real Property is located. The title and interest of the Company and its Subsidiaries 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 expected 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 premises and the amount of the monthly rent. All of the facilities set forth on the attached 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 where the failure to have such permits or other authorizations or to be material to so equipped in conformity with all laws and governmental regulations and authorizations would not, individually or in the Business or to the Business Companiesaggregate, taken as have a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Business, in each case free and clear of all Liens, except for Permitted LiensMaterial Adverse Effect. All such tangible personal properties and assets permits are validly issued, in good working condition (ordinary wear standing and tear excepted) capable in full force and effect, and will continue with the Company or such Subsidiary as part of performing the functions for transactions contemplated by this Agreement with no further authorization or consent, except where the Business for which they are used failure of such permits to be validly issued, in all material respectsgood standing and in full force and effect, or to continue with no further authorization or consent would not, individually or in the aggregate, have a Material Adverse Effect.

Title to Properties. (a) Section 2.11(a) of Except as set forth on Schedule 4.07(a), the Parent Disclosure Letter sets forth a true Company and complete list, as of the date of this Agreement, of all real property leased or subleased by Parent or any each of its Subsidiaries (solely owns good and marketable title to, or holds pursuant to valid and enforceable leases, all of the extent related to the Business) (as lessee material, tangible personal property, used or sublessee) (the “Leased Real Property”). Except as would not, individually or held for use by them in the aggregateconduct of their business, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liens. (b) Section 2.11(bThe real property demised by the leases described on Schedule 4.07(b)(i) (the “Leased Real Property”) constitutes all of the real property leased by the Company and its Subsidiaries. Except as set forth on Schedule 4.07(b)(ii), the Leased Real Property leases are in full force and effect, and either the Company or one of its Subsidiaries holds a legal, binding, valid, enforceable and existing leasehold interest in each parcel or tract of real property leased by it 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 Parent Disclosure Letter sets forth a true complete and complete list, as accurate copies of each of the date leases described on Schedule 4.07(b), and none of this Agreementsuch 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 Parent. Neither the Company nor any of all real property owned its Subsidiaries, and to the Company’s Knowledge no other party to any such leases, is in fee by Parent 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 under any such leases. Neither the Company nor any of its Subsidiaries (solely to the extent related to the Business) (the “Owned Real Property”). The Business Companies havehas subleased, licensed or at the Closing will have, good and marketable title to all of the Owned Real Property, free and clear of otherwise granted any Liens other than Permitted Liens. There are no leases, licenses or occupancy agreements pursuant to which any third party is granted Person the right to use the Owned or occupy such Leased Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Propertyany portion thereof. (c) Except as would not, individually or in Neither the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets Company nor any of the Business, in each case free and 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 all material respectsits Subsidiaries owns any real property.

Title to Properties. (ai) Section 2.11(a3.01(v)(i) of the Parent Company Disclosure Letter sets forth contains a true and complete list, as list of the date of this Agreement, street addresses of all real property leased or subleased currently owned by Parent the Company or any of its Subsidiaries (solely collectively, “Owned Real Property”). (ii) Section 3.01(v)(ii) of the Company Disclosure Letter contains a true and complete list of the street addresses of all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the extent related to Company or any of its Subsidiaries (collectively, including the Business) (as lessee or sublessee) (improvements thereon, the “Leased Real Property”), including without limitation all such office space, storage space, laboratory space, warehouse space and parking areas used or occupied by the Company or any Subsidiary. Except as would notSection 3.01(v)(ii) of the Company Disclosure Letter accurately lists, individually below each such street address, all of the following instruments and agreements with respect to any material Leased Real Property (collectively, the “Real Property Leases”): (a) all of the written instruments and agreements for the leasing, rental or occupancy of all or any portion of any of the Leased Real Property; and (b) all amendments, modifications, supplements, waivers, renewals and extensions thereof. (iii) The Company or one of its Subsidiaries has good and valid title to all Owned Real Property and the Company and its Subsidiaries have good and valid title to, or in the aggregatecase of leased properties and assets, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such propertyinterests in, in each case all of their other material tangible properties and assets, free and clear of all Liens, Liens except for Permitted Liens. (biv) Section 2.11(b) of the 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 The Company or any one of its Subsidiaries (solely to is the extent related to the Business) (the “Owned lessee or sublessee of all Leased Real Property”). The Business Companies have, or at the Closing will have, good and marketable title to all Each of the Owned Company and its Subsidiaries enjoys peaceful and undisturbed possession under all Real Property, free and clear of any Liens other than Permitted Liens. Property Leases. (v) There are no leasesguaranties, licenses letters of credit or occupancy other instruments or agreements pursuant to which guaranteeing or otherwise securing any third party is granted of the right to use lessee’s obligations under any of the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Leases except as expressly provided in such Real PropertyProperty Leases. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Business, in each case free and 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 all material respects.

Title to Properties. (a) Section 2.11(a) CYTO and its Subsidiaries have sufficient title to, or hold pursuant to valid and enforceable leases or other comparable contract rights, all of the Parent Disclosure Letter sets forth tangible personal property and other tangible assets necessary for the conduct of the business of CYTO and its Subsidiaries, taken as a true and complete listwhole, as of the date of this Agreement, of all real property leased or subleased by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such propertycurrently conducted, in each case free and clear of all Liens, except for Permitted Liens. (b) Section 2.11(b) of the 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 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), except where the failure to do so would not have a CYTO Material Adverse Effect. There are no leases, licenses or occupancy agreements pursuant to which any third party is granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest inTo CYTO’s Knowledge, all such items of tangible personal properties and assets of the Business, in each case free and clear of all Liens, except for Permitted Liens. All such tangible personal properties and assets property are in good working operating condition and repair (ordinary wear and tear excepted) capable and have been maintained in accordance with normal industry practices, except where the failure to be in such condition or to be so maintained would not constitute a CYTO Material Adverse Effect. (b) CYTO does not own any real property. The leased real property described in Section 3.10(b) of performing the functions for CYTO Disclosure Letter (the Business for which they “CYTO Real Property”) constitutes all of the real property used, occupied or leased by CYTO or its Subsidiaries. Except as would not have a CYTO Material Adverse Effect, (i) the CYTO Real Property leases are used in all material respectsfull force and effect, and CYTO holds a valid and existing leasehold interest in the CYTO Real Property under each such applicable lease, (ii) neither CYTO nor any of its Subsidiaries, to CYTO’s Knowledge, any other party to the applicable CYTO Real Property leases is in default under any of such leases and (iii) no event has occurred which, if not remedied, would result in a default by CYTO under the CYTO Real Property leases, and, to CYTO’s Knowledge, no event has occurred which, if not remedied, would result in a default by any party other than CYTO or its applicable Subsidiary under the CYTO Real Property leases.

Title to Properties. (a) Except as set forth in Section 2.11(a) of the Parent Disclosure Letter sets forth Schedule, the Company or a true and complete listCompany Subsidiary, as of the date of this Agreementcase may be, of all real property leased or subleased by Parent or any of its Subsidiaries has (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies havecase of owned personal property) good title to, or at (in the Closing will have, with respect to each Leased Real Property, case of leased personal property) a good and valid leasehold interest in such propertyor license to all of the tangible assets reflected in the Latest Balance Sheet or thereafter acquired by an Acquired Company, in each case free and clear of all Liens, except for Permitted Liens, excluding assets that are not individually material to the Acquired Companies or that have been sold or disposed of by any Acquired Company in the ordinary course of business since the date of the Latest Balance Sheet. Except for the personal property leases indicated in Section 2.11(a) of the Disclosure Schedule, no Person other than any Acquired Company owns or utilizes any material tangible personal property used by any Acquired Company in the operation of its business. The assets (tangible and intangible) owned and leased by the Acquired Companies are, in the aggregate, sufficient in all material respects for the Acquired Companies to carry on their business as heretofore conducted by the Acquired Companies. Except as set forth in Section 2.11(a) of the Disclosure Schedule, all of the tangible assets owned and leased by the Acquired Companies are located at the Leased Real Property. (b) Section 2.11(b) of the Parent Disclosure Letter Schedule sets forth a true and complete list, as the address of the date of this Agreement, of all real property owned in fee by Parent or any of its Subsidiaries (solely to the extent related to the Business) each leased Real Property (the “Owned Leased Real Property”). The Business Acquired Companies havehave valid and subsisting leasehold estates and the right to quiet enjoyment of the Leased Real Property. With respect to each lease (“Lease”): (i) such Lease is in full force and effect and all rents, required deposits and additional rents which are due under the terms of such Lease have been paid in full, (ii) there is no existing material default by any Acquired Company or at by the lessor of such Lease, (iii) no Acquired Company has received any notice that it is in default under or breach of such Lease, and (iv) except as set forth in Section 2.11(b) of the Disclosure Schedule, no Acquired Company has received any notice that the owner of the applicable Leased Real Property has made any assignment, mortgage, pledge or hypothecation of such Lease or the rents or use fees due thereunder. The Leases, together with all amendments thereto, delivered to Buyer and Merger Sub prior to Closing will have, good and marketable title to are 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 granted Leases that constitute the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Leased Real Property. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Business, in each case free and 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 all material respectsNo Acquired Company owns any real property.

Title to Properties. (a) Section 2.11(a) The assets set forth on the Interim Financial Statements are all of the Parent Disclosure Letter material assets that are necessary for the conduct of the Business as currently conducted by the Company. The Company does not own any real property. Except as set forth on Schedule 2.1(n) hereto, the Company has good title to all of the properties and assets (personal and mixed, tangible and intangible) reflected on the Interim Financial Statements or thereafter acquired or that it purports to own free and clear of all mortgages, liens, pledges, charges or encumbrances of any nature whatsoever, except those referred to in the Interim Financial Statements. Schedule 2.1(n) hereto sets forth a true and complete listcorrect list setting forth, and brief description of, all (i) leases (whether by or to the Company) and contracts and commitments for the purchase or sale or lease (whether as lessor or lessee) of the date Company with respect to real property and (ii) leases (whether by or to the Company) and title retention or conditional sales agreements and other security devices (whether as lessor or lessee) of the Company with respect to items of personal property. All leases set forth on Schedule 2.1(n) hereto are valid, binding and enforceable in accordance with their terms, and are in full force and effect, except to the extent that enforceability may be limited by general equitable principles or the operation of bankruptcy, insolvency, reorganization, moratorium or similar laws; there are no existing defaults by the Company thereunder and no event has occurred that (whether with or without notice, lapse of time or both) would constitute a default by the Company thereunder. All lessors under such leases have consented (where such consent is necessary) to the consummation of the transactions contemplated by this Agreement, Agreement without requiring modification of all the rights and obligations of the Company thereunder. All of the tangible property (whether leased) is located at the real property leased or subleased by Parent or any of its Subsidiaries (solely to the extent related to the BusinessCompany as set forth on Schedule 2.1(o) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Lienshereto. (b) Section 2.11(b) of the 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 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 granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Business, in each case free and 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 all material respects.

Title to Properties. (ai) Section 2.11(aSince its inception, AZNA has not owned any real property. Part 3.1(J)(i) of the Parent AZNA Disclosure Letter sets forth a true lists and complete list, as describes all of the date of this Agreement, of all real property leased leases (the “Leases”), currently used or subleased occupied by Parent or any of its Subsidiaries AZNA (solely to the extent related to the Business) (as lessee or sublessee) (collectively the “Leased Real Property”). Except The Leased Real Property has access, sufficient for the conduct of the business of AZNA as would notnow conducted to public roads and to all utilities, individually or including electricity, sanitary and storm sewer, potable water, natural gas and other utilities, used in the aggregateoperation of the business at that location. (ii) The Leases are in full force and effect, reasonably be expected and AZNA holds a valid and existing leasehold interest under each of the Leases. AZNA has delivered to have a Business Material Adverse EffectFinisar complete and accurate copies of each of the Leases, and none of the Business Companies haveLeases has been modified in any respect, except to the extent that the copies delivered to Finisar disclose such modifications. AZNA is not in default in any material respect, and no circumstances exist which, if unremedied, would, either with or without notice or the passage of time or both, result in such default in any material respect by AZNA under any of the Leases; nor, to the Knowledge of AZNA, is any other party to any of the Leases in default. (iii) All of the leasehold improvements, computers, equipment and other tangible assets necessary for the conduct of the business of AZNA as now conducted by AZNA are in good condition and repair, ordinary wear and tear excepted, and are usable in the Ordinary Course of Business. There are no defects in such assets or other conditions relating thereto which materially and adversely affect the operation or value of such assets. AZNA owns, or at leases under valid leases, all buildings, leasehold improvements, computers, equipment and other tangible assets necessary for the Closing will haveconduct of its business as now conducted by AZNA. (iv) Except for Leased Property, with respect and except for lease agreements for personal property which are listed in Part 3.1(L)(i)(f) of the AZNA Disclosure Letter, AZNA owns good and marketable title to each Leased Real Propertyof the properties and assets used by AZNA, a good and valid leasehold interest in such propertylocated on the premises of AZNA, in each case or reflected on the Latest Balance Sheet or acquired since the date thereof, free and clear of all LiensEncumbrances, except for Permitted LiensEncumbrances. (b) Section 2.11(b) of the 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 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 granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Business, in each case free and 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 all material respects.

Title to Properties. (a) Section 2.11(aThe real property (the “Real Property”) demised by the leases (the “Leases”) described on the attached Leased Real Property Schedule constitutes all of the Parent Disclosure Letter sets forth real property leased, licensed or otherwise occupied by the Company and its Subsidiaries. (b) The Leases are in full force and effect, and the Company or a true Subsidiary holds a valid and complete list, as existing leasehold interest under each of the date Leases, subject only to Permitted Encumbrances, for the term set forth on the Leased Real Property Schedule. The Company has made available to the Buyer complete and accurate copies of this Agreementeach of the Leases described on the Leased Real Property Schedule, and none of all the Leases has been modified or amended in any material respect or assigned, except to the extent that such modifications, amendments, or assignment are disclosed by the copies made available to the Buyer and are listed on the Leased Real Property Schedule. Neither the Company nor any Subsidiary nor, to the Knowledge of the Company, any other party to any of the Leases, is in default in any 10386168.17 material respect under any of such Leases, except as set forth as set forth on the Leased Real Property Schedule. (c) Neither the Company nor any of its Subsidiaries owns any real property leased property. (d) There are no leases, subleases, licenses, concessions or subleased by Parent other agreements granting to any third party or parties the right of use or occupancy of any portion of any Real Property, except as set forth as set forth on the Leased Real Property Schedule. (e) To the Knowledge of the Company, with respect to the Real Property, there is not pending or threatened, any (i) zoning application or proceeding, (ii) condemnation, eminent domain or taking proceeding, (iii) tax certiorari proceeding or other tax contest or dispute, or (iv) other claim, action or proceeding or other matter relating to the interest of the Company or any of its Subsidiaries in any Real Property (solely to or the extent related to interest of the Businesslandlord therein), or portion of either thereof or interest therein that would materially adversely affect the ownership, use, occupancy or value thereof. (f) The Company and its Subsidiaries have in full force and effect all material consents, approvals, registrations, applications, qualifications, authorizations, certificates, filings, franchises, licenses, notices, permits (including zoning permits) (as lessee or sublesseecollectively, "Permits") (and rights necessary for the “current use and occupancy by the Company and its Subsidiaries of their respective Real Property and the conduct by them of the business thereat, all of which are identified on the Leased Real Property”)Property Schedule and there has occurred no material default under any such Permit, except as set forth as set forth on the Leased Real Property Schedule. Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, No representation is given under this clause with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted LiensPermits required by Environmental Laws. (b) Section 2.11(b) of the 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 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 granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Business, in each case free and 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 all material respects.

Title to Properties. (a) The Company does not own any real property. The real property demised by the leases (the "Leases") described under the caption referencing this Section 2.11(a) 3.10 in the Disclosure Schedule constitutes all of the material real property rented, used or occupied by the Company in connection with its business (the "Real Property"). (b) The Leases are in full force and effect and the Company holds a valid and existing leasehold interest under each of their respective Leases for the term set forth under such caption in the Disclosure Schedule. The Company has delivered or made available to Parent for inspection 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. The Company is not in default in any respect, 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 best knowledge of the Company, is any other party to any of the Leases in default in any respect thereunder, except where such default would not have a Material Adverse Effect on the Company. (c) The Company 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 liens and encumbrances, except for (i) liens set forth under the caption referencing this Section 3.10 in the Disclosure Letter sets forth a true Schedule, (ii) the Real Property subject to the Leases, (iii) material personal property used by the Company and complete listsubject to lease, as all of which material leases are identified in the Disclosure Schedule under the caption referencing this Section 3.10, and (iv) assets disposed of since the date of the Latest Balance Sheet in the ordinary course of business. (d) Except as otherwise described in the Disclosure Schedule under the caption referencing this AgreementSection 3.10, all of the buildings, machinery, equipment and other tangible assets that are necessary for the conduct of its business are in good condition and repair, ordinary wear and tear excepted with respect to all real property leased of such assets, and are usable in the ordinary course of business. The Company owns, or subleased by Parent leases under valid leases, all buildings, machinery, equipment and other tangible assets necessary for the conduct of its business as currently conducted. (e) To the Company's knowledge, the Company is not 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 the Company is not aware of any such violation, or the existence of any threatened or actual condemnation proceeding with respect to any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, except, in each case, with respect to violations the potential consequences of which do not or are not reasonably likely, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect. (f) The Company has no knowledge of improvements made or contemplated to be made by any public or private authority, the Business Companies have, costs of which are to be assessed as special taxes or at charges against any of the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liens. (b) Section 2.11(b) of the 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 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 granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Propertypresent assessments. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Business, in each case free and 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 all material respects.

Title to Properties. (a) Section 2.11(a) Each of the Parent Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of all real property leased or subleased by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Acquired Companies have, or at the Closing will have, with respect to each Leased Real Property, a owns good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liens. (b) Section 2.11(b) of the 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 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 granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or hold a valid leasehold interest in, all of the material tangible personal properties and assets property used by them in the conduct of the Business, in each case free and clear of all Liens, except for Permitted Liens. All Each such item of material tangible personal properties property is in all material respects in operable condition and assets are in good working condition (ordinary repair, subject to normal wear and tear exceptedtear, ongoing repairs or refurbishments in the ordinary course and obsolescence in the ordinary course. (b) capable The Acquired Companies do not have any Owned Real Property. (c) Schedule 5.07(c) contains a list of performing all real property leased or subleased by each of the functions for Acquired Companies as of the Business for date hereof (the “Leased Real Property”). The Acquired Companies have delivered to the Buyer a true, correct and complete copy of the underlying lease with respect to each parcel of Leased Real Property (each, a “Lease”). Except as set forth on Schedule 5.07(c), with respect to each of the 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 which they are used (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 is authorized by, and is in compliance with, in all material respects, all applicable zoning, land use, building and fire Laws and other legal requirements. There are no subleases, licenses, occupancy agreements or other contractual obligations that grant the right of use or occupancy of any of the Leased Real Property to any Person other than the Acquired Companies, and there is no Person in possession of any of the Leased Real Property other 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 no commission is owed with respect to any of the Leased Real Property. (d) To the Company’s knowledge, there are no outstanding options or other contractual rights 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 receive 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) 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, which 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 ability to use the Real Property for its intended purpose in the ordinary course of 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 to the 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 public utility services that are necessary for the operations of the business on the Leased Real Property and, to the Company’s knowledge, there are no facts, circumstances or conditions which are reasonably likely to result in the termination of such connections.

Title to Properties. (a) Section 2.11(a) The Company or its Subsidiaries owns good title to, or holds pursuant to valid and enforceable leases, all of the Parent Disclosure Letter sets forth a true and complete listtangible personal property shown to be owned or leased by it on the Latest Balance Sheet, as of the date of this Agreement, of all real property leased or subleased by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liens. (b) Section 2.11(bThe real property demised by the leases described on Schedule 4.07 (the “Leased Real Property”) constitutes all of the Parent Disclosure Letter sets forth real property leased by the Company and its Subsidiaries. The Leased Real Property leases are in full force and effect, and the Company or one of its Subsidiaries holds a true 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 the Purchaser complete list, as and accurate copies of each of the date leases described on Schedule 4.07, and none of this Agreementsuch 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. Neither the Company nor its Subsidiaries has breached or is in default in any material respect under, or is in receipt of all real property owned in fee by Parent any formal written notice of a claim of material breach of or material default under, any of such leases. To the Company’s knowledge, the other party to each such lease has not materially breached such lease. Neither the Company nor any of its Subsidiaries (solely has subleased, licensed or otherwise granted any Person the right, on or after the date hereof, to use or occupy any Leased Real Property or any portion thereof. To the extent related to Company’s knowledge, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Business) Leased Real Property (the “Owned Real PropertyImprovements”). The Business Companies have, or at ) are in good condition and repair and sufficient for the Closing will have, good and marketable title to all operation 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 granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real PropertyCompany’s business as currently conducted. (c) Except as would not, individually or in Neither the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets Company nor any of the Business, in each case free and 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 all material respectsits Subsidiaries owns any real property.

Title to Properties. (a) Section 2.11(a3.13(a) of the Parent Disclosure Letter Schedules sets forth a true and complete list, as of the date hereof the address of this Agreement, of all real property leased or subleased by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liens. (b) Section 2.11(b) of the 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 of its Subsidiaries (solely to the extent related to the Business) Company (the “Owned Real Property”). The Business Companies have, or at the Closing will have, Company and its Subsidiaries 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 granted the right to use the Owned Real Property and there are no outstanding options valid leasehold interests in all Leased Real Property (as defined below), except where the failure to have such good and marketable title or rights of first refusal to purchase the Owned Real Property. (c) Except as valid leasehold interests would notnot reasonably be expected to, individually or in the aggregate, reasonably have a Company Material Adverse Effect. None of the Owned Real Property or Leased Real Property is subject to any Lien, except Permitted Liens. (b) Schedule 3.13(b) hereto includes a true, complete and correct list, as of the date hereof, of (i) all Contracts under which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise uses or occupies any real property as a lessee, sublessee, licensee or occupant thereof, whether in the Company’s or any Subsidiary’s capacity as lessee, sublessee, licensee, lessor, sublessor, or licensor, as the case may be expected (such Contracts are hereby referred to be material individually as a “Real Property Lease” and collectively, as the “Real Property Leases”) and (ii) the street address of the real property that is leased, subleased, licensed or otherwise used or occupied pursuant to each Real Property Lease (each, a “Leased Real Property” and collectively, the “Leased Real Properties”). The Company has made available to Parent true, complete and correct copies of all Real Property Leases. No Person other than the Company or any of its Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. There are no parties physically occupying or using any portion of any of the Leased Real Properties nor, to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets Knowledge of the BusinessCompany, do any other parties have the right to physically occupy or use any portion of the Leased Real Properties, in each case case, other than the Company. (c) As of the date hereof, (i) all required deposits and additional rents due to date pursuant to each Real Property Lease have been paid in full; (ii) neither the Company nor any Subsidiary has prepaid rent or any other amounts due under any Real Property Lease more than 30 days in advance; and (iii) no party has any rights of offset against any rents, required security deposits or additional rents payable under any Real Property Lease. (d) The Company and each of its Subsidiaries owns good, valid and marketable title, free and clear of all Liens, except for Liens (other than Permitted Liens), to all of their respective material Assets which are tangible in nature. All The Company and each of its Subsidiaries owns, leases under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other tangible Assets necessary for the conduct of their respective businesses as presently conducted, and all such tangible personal properties facilities, machinery and assets equipment are in good working condition (ordinary and repair and generally are adequate and suitable in all material respects for their present use, Ordinary Course wear and tear excepted) capable of performing the functions for the Business for which they are used in all material respects.

Title to Properties. (a) Section 2.11(a) of the Parent Disclosure Letter sets forth a true The Company and complete list, as of the date of this Agreement, of all real property leased or subleased by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liens. (b) Section 2.11(b) of the 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 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, own 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 granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or hold a valid leasehold interest in, all of the material tangible personal properties and assets property used by them in the conduct of the Business, in each case free and clear of all Liens, except for Permitted Liens. All Each such tangible item of material 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 property is in all material respectsrespects 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 property leased by the Company and its Subsidiaries (the “Leased Real Property”). Seller has made available to the Purchaser a true and complete copy of the underlying lease with respect to each parcel of Leased Real Property (each, a “Lease”). With respect to each of the Leases: (i) 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 it (subject to proper authorization and 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 equity); (ii) 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 applicable) nor, to Seller’s knowledge, are there any existing material defaults thereunder by the Company or its Subsidiaries (as applicable) or, to Seller’s knowledge, the lessor thereof; and (iii) to Seller’s knowledge, no event has occurred which (with notice, lapse of time or both) would constitute a material breach or 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 right or benefit under any of the 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 landlord under the applicable Lease and no landlord under any of the Leases owes the Company or any on its Subsidiaries any tenant improvement allowance or other compensation under any of the Leases. The Company and its Subsidiaries 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 (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 their intended purposes. (h) None of the Company nor any of its Subsidiaries owns any real property.

Title to Properties. (a) Section 2.11(aThe real property demised by the leases described on the attached Leased Real Property Schedule (the "Leases") constitutes all of the Parent Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of all real property leased by the Company and its Subsidiaries (the "Leased Real Property"). (b) The Leases are in full force and effect, and the Company or subleased the Subsidiary indicated opposite such Lease on such schedule holds a valid and existing leasehold interest under such Lease, subject only to Permitted Encumbrances (as hereinafter defined), for the term set forth on the Leased Real Property Schedule. The Company has made available to the Buyer complete and accurate copies of each of the Leases, and none of the Leases has been modified, amended or assigned in any material respect, except to the extent that such modifications, amendments or assignments are listed on such schedule and copies thereof have been made available to the Buyer. Neither the Company nor any Subsidiary nor, to the Knowledge of the Company, any other party thereto, is in default (including unmatured defaults) in any material respect under any of such Leases. (c) Except as set forth on the attached Owned Real Property Schedule, neither the Company nor any of its Subsidiaries owns any real property. The real property described on the attached Owned Real Property Schedule constitutes all of the real property owned by Parent the Company or any of its Subsidiaries (solely to the extent related to "Owned Real Property"). The Owned Real Property Schedule and the Business) (as lessee or sublessee) (the “Leased Real Property”). Except Property Schedule are sometimes hereinafter referred to collectively as would notthe "Real Property Schedules", individually or in and the aggregate, reasonably be expected to have a Business Material Adverse Effect, Owned Real Properties and the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted LiensProperties are sometimes hereinafter referred to collectively as the "Real Properties". (bd) Section 2.11(b) of Either the Parent Disclosure Letter sets forth a true and complete list, as of Company or the date of this Agreement, of all real property owned in fee by Parent or any of its Subsidiaries (solely to the extent related to the Business) (the “Subsidiary specified opposite each Owned Real Property”). The Business Companies haveProperty on the Owned Real Property Schedule owns good, or at the Closing will have, good marketable and marketable insurable title to all of the such Owned Real Property, free and clear of any all Liens and other restrictions or matters affecting title ("Encumbrances"), other than (A) real estate taxes and installments of special assessments not yet due and payable, (B) easements, covenants and restrictions of record, (C) utility easements, building restrictions, zoning restrictions and other easements and restrictions which are not violated by existing usage of and improvements on such property, (D) matters which would be disclosed by an accurate survey of each parcel of real property, (E) public roads and highways, (F) mechanics and similar statutory Liens arising or incurred in the ordinary course of business and securing amounts which are not delinquent, or which are being contested in good faith by appropriate proceedings described on such schedule and for which adequate reserves are made in the Financial Statements in accordance with GAAP have been made, and (G) other encumbrances and exceptions set forth on the Real Property Schedule (the "Permitted Liens. Encumbrances"). (e) There are no leases, licenses subleases, licenses, concessions or occupancy other agreements pursuant granting to which any third party is granted or parties the right to of use the Owned or occupancy of any portion of any Real Property and there Property. (f) There are no outstanding options or rights of first refusal or first offer to purchase any Real Property, or any portion thereof or interest therein. (g) With respect to the Owned Real Property and, to the Knowledge of the Company, with respect to the Leased Real Property, there is not pending or threatened, any (i) zoning application or proceeding, (ii) condemnation, eminent domain or taking proceeding, (iii) tax certiorari proceeding or other tax contest or dispute, or (iv) other claim, action or proceeding or other matter relating to the interest of the Company or any of its Subsidiaries in any Real Property (or the interest of the landlord in any Leased Real Property), or portion of either thereof or interest therein that would materially adversely affect the ownership, use, occupancy or value thereof. (ch) Except as would notThe Company and its Subsidiaries have in full force and effect all material consents, individually or in approvals, registrations, applications, qualifications, authorizations, certificates (including certificates of occupancy), filings, franchises, licenses, notices, permits (including zoning permits) and rights necessary for the aggregate, reasonably be expected to be material to current use and occupancy by the Company and the Company Subsidiaries of their respective Real Property and the conduct by them of the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest inthereat, all tangible personal properties of which are identified on the Real Property Schedule (collectively, "Permits") and assets of the Business, in each case free and clear of all Liens, except for Permitted Liensthere has occurred no material default under any Permit. 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 all material respectsNo representation is given under this clause with respect to Permits required by Environmental Laws.

Title to Properties. (a) Section 2.11(aSchedule 2.21(a) of the Parent Disclosure Letter sets forth a true and complete listthe addresses of all real property owned by the Company or any of its Subsidiaries (the “Owned Real Property”), as of the date of this Agreement. With respect to each such parcel of Owned Real Property (a “Parcel”) listed on Schedule 2.21(a), the Company or the Subsidiary owning such Parcel has marketable and valid title to such Parcel, free and clear of all real property leased or subleased by Parent or any of its Subsidiaries (solely Liens other than Permitted Liens, except to the extent related the failure to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would nothave such marketable and valid title to such Parcel is not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect. (b) Schedule 2.21(b) sets forth all real property occupied by the Company or any of its Subsidiaries pursuant to leases, subleases, licenses and any other types of occupancy agreements, including all such amendments and modifications thereto (any such lease, sublease, license or other occupancy agreement, individually, a “Real Property Lease” and collectively, the Business Companies have“Real Property Leases”). True, correct and complete copies of the Real Property Leases as of the date hereof have been made available to such Purchaser. The Company or at the Closing will have, with respect to each Leased Real Property, a good Subsidiary has a valid and valid enforceable leasehold interest in such propertyunder each of the Real Property Leases to which it is a party, in each case free and clear of all Liens, except for other than Permitted Liens. (b) Section 2.11(b) . To the Company’s knowledge, neither the Company nor any of its Subsidiaries has received any written notice of any default or event, which, with notice or lapse of time, or both, would constitute a default under any of the Parent Disclosure Letter Real Property Leases. (c) Schedule 2.21(c) sets forth a true all security deposits or letters of credit issued or deposited in connection with the Real Property Leases. To the Company’s knowledge, there are no circumstances that would prevent the Company from recovering the full amount of the security deposits delivered under the Real Property Leases. True, correct and complete list, as copies of the date letters of this Agreement, of credit have been made available to such Purchaser. (d) Schedule 2.21(d) sets forth all real property owned in fee guaranties issued by Parent the Company or any of its Subsidiaries (solely to in connection with the extent related to the Business) Real Property Leases (the “Owned Real PropertyLease Guaranties”). The Business Companies haveCompany represents and warrants that true, or at the Closing will havecorrect, good and marketable title to all complete copies 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 granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except Lease Guaranties as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Business, in each case free and clear of all Liens, except for Permitted Liens. All date hereof have been made available to 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 all material respectsPurchaser.

Title to Properties. (a) Section 2.11(a3.13(a) of the Parent Disclosure Letter Schedules sets forth a true and complete list, as of the date hereof the address of this Agreement, of all real property leased or subleased by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liens. (b) Section 2.11(b) of the 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 of its Subsidiaries (solely to the extent related to the Business) Company (the “Owned Real Property”). The Business Companies have, or at the Closing will have, Company and its Subsidiaries have good and marketable title to all Owned Real Property and valid leasehold interests in all Leased Real Property. (b) Schedule 3.13(b) hereto includes a true, complete and correct list, as of the date hereof, of (i) all Contracts under which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise uses or occupies any real property as a lessee, sublessee, licensee or occupant thereof, whether in the Company’s or any Subsidiary’s capacity as lessee, sublessee, licensee, lessor, sublessor, or licensor, as the case may be (such Contracts are hereby referred to individually as a “Real Property Lease” and collectively, as the “Real Property Leases”) and (ii) the street address of the real property that is leased, subleased, licensed or otherwise used or occupied pursuant to each Real Property Lease (each, a “Leased Real Property” and collectively, the “Leased Real Properties”). The Company has made available to Parent true, complete and correct copies of all Real Property Leases. To the Knowledge of the Company, no Person other than the Company or any of its Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. There are no parties physically occupying or using any portion of any of the Leased Real Properties nor, to the Knowledge of the Company, do any other parties have the right to physically occupy or use any portion of the Leased Real Properties, in each case, other than the Company or its Subsidiaries. (c) As of the date hereof, (i) all required deposits and additional rents due to date pursuant to each Real Property Lease have been paid in full; (ii) neither the Company nor any Subsidiary has prepaid rent or any other amounts due under any Real Property Lease more than 30 days in advance; and (iii) no party has any rights of offset against any rents, required security deposits or additional rents payable under any Real Property Lease. None of the Owned Real PropertyProperty or Leased Real Property is subject to any Lien, except Permitted Liens. (d) The Company and each of its Subsidiaries owns good, valid and marketable title, free and clear of any all Liens (other than Permitted Liens), to all of their respective material Assets which are tangible in nature. There are no leasesThe Company and each of its Subsidiaries owns, licenses leases under valid leases or occupancy has use of and/or valid access under valid agreements pursuant to which any third party is granted all material facilities, machinery, equipment and other tangible Assets necessary for the right to use the Owned Real Property conduct of their respective businesses as presently conducted, and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as would notall such facilities, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties machinery and assets of the Business, in each case free and clear of all Liens, except for Permitted Liens. All such tangible personal properties and assets equipment are in good working condition (ordinary and repair and generally are adequate and suitable in all material respects for their present use, Ordinary Course wear and tear excepted) capable of performing the functions for the Business for which they are used in all material respects.

Title to Properties. (a) Section 2.11(a) The real property demised by the leases described on the attached Leased Real Property Schedule constitutes all of the Parent Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of all real property leased by the Company and the Subsidiary (the "Leased Real Property"). (b) The leases described on the Leased Real Property Schedule are in full force and effect, and the Company or subleased by Parent or the Subsidiary holds a valid and existing leasehold interest under each of the leases set forth on the Leased Real Property Schedule. The Company has made available to Buyer complete and accurate copies of each of the leases described on the Leased Real Property Schedule, and none of the leases has been modified in any of its Subsidiaries (solely respect, except to the extent related that such modifications are disclosed by the copies made available to Buyer. All rent and other sums and charges payable by each of the Company and the Subsidiary as tenant in respect of any Leased Real Property are current, no written notice of default or termination under any such lease is outstanding, and, to the Business) (as lessee knowledge of the Company, no termination event or sublessee) (condition or uncured default on the “Leased Real Property”)part of the Company or the Subsidiary or, to the knowledge of the Company or the Subsidiary, the applicable landlord, exists under any of such leases. Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each set forth on Leased Real PropertyProperty Schedule, a good each of the Company and valid the Subsidiary holds the leasehold estate and interest in such property, in each case its leases free and clear of all Liens, except for Permitted Liens. To the Company's knowledge, neither the Company nor the Subsidiary is in default in any material respect under any of such leases. (bc) Section 2.11(b) Except as set forth on the attached Owned Real Property Schedule, neither the Company nor the Subsidiary owns any real property. With respect to each parcel of the 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 of its Subsidiaries (solely to listed on the extent related to the Business) Owned Real Property Schedule (the “"Owned Real Property”). The Business Companies have, "): (i) either the Company or at the Closing will have, Subsidiary owns good and marketable title to all such parcel of the Owned Real Propertyreal property, free and clear of any Liens all Liens, other than (A) Permitted Liens. There Liens and (B) other encumbrances and exceptions set forth on the Owned Real Property Schedule; (ii) there are no leases, licenses subleases, licenses, concessions or other agreements granting to any party or parties the right of use or occupancy agreements pursuant to which of any third party is granted the right to use the Owned Real Property and material portion of such parcel of real property; and (iii) there are no outstanding options or rights of first refusal to purchase such parcel of real property, any portion thereof or interest therein. (d) The Leased Real Property and the Owned Real Property are hereinafter collectively referred to as the "Real Property." 17 (e) To the Company's knowledge, the Real Property is properly zoned for the businesses now being conducted on the Real Property and the Company has received no written notice of any pending or threatened proceedings or hearing which may materially and adversely affect such zoning. Except as set forth on the Owned Real Property Schedule and the Leased Real Property Schedule, to the Company's knowledge, all material use, occupancy or similar permits required by the appropriate governmental authorities to use, occupy and enjoy the Real Property as currently operated have been issued, there is no outstanding notice or order of any governmental authority not duly complied with, in all material respects, affecting the use, occupancy, enjoyment, or operation of the Real Property or of the improvements thereon, or requiring any repairs, additions, or improvements thereto, and there is no material violation thereof, or of any rule, regulation, ordinance, statute, or law of any governmental agency, involving the acquisition, use, operation, or condition of the Real Property. (cf) Utilities are installed in, and are duly connected to, the Real Property or the improvements thereon and, to the Company's knowledge, there is no material charge for their use except the normal and usual metered charges imposed and deposits customarily required. (g) Except as would notset forth on the Owned Real Property Schedule and the Leased Real Property Schedule, individually to the Company's knowledge, there are no written leases, licenses or other agreements vesting in any third party any right to possess or occupy any portion of the Real Property. The Company has no knowledge of any pending, contemplated or threatened condemnation or similar proceeding or any litigation affecting the Real Property or any part thereof. (h) All of the land, buildings, structures and other improvements used by the Company and the Subsidiary in the aggregateconduct of their businesses are included in the Real Property. (i) All material components of all buildings, reasonably be expected to be material structures, fixtures and other improvements in, on or within the Real Property (the "Improvements"), including to the Business or to roofs, structural elements and the Business Companiesbuilding systems and facilities thereof, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Business, in each case free and clear of all Liens, except for Permitted Liens. All such tangible personal properties and assets are in generally good working operating condition (ordinary and repair, subject to normal wear and tear exceptedand continued repair and replacement in accordance with past practice. (j) capable No portion of performing the functions for the Business for Real Property has suffered any material damage by fire or other casualty which they are used in all material respectshas not heretofore been completely repaired and restored.

Title to Properties. (a) Section 2.11(a) of Neither the Parent Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of all real property leased or subleased by Parent or Company nor any of its Subsidiaries owns any real property. (solely to b) Schedule 3.7(b) sets forth the extent related to address of each parcel of real property leased by the Business) (as lessee or sublessee) Company and its Subsidiaries (the “Leased Real Property”), and a list of all leases for such Leased Real Property (“Real Property Leases”). Except as With respect to each of the Real Property Leases, (i) such Real Property Leases are legal, valid, binding, enforceable and in full force and effect and none of the Company or its Subsidiaries is in default thereunder, and to the Company and its Subsidiaries knowledge, no condition or circumstance exists that, with the giving of notice or passage of time, would notconstitute a default thereunder, individually or in (ii) the aggregate, reasonably be expected to have a Business Material Adverse Effect, Company’s possession and quiet enjoyment of the Business Companies have, or at the Closing will have, Leased Real Property under such Real Property Leases has not been materially disturbed and there are no disputes with respect to such Real Property Leases, (iii) except as otherwise set forth herein, or with respect to any Permitted Liens, neither of the Company nor its Subsidiaries have subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof, (iv) the Company has made available to Purchaser true, correct and complete copies of all Real Property Leases, and (v) subject to applicable Law, as of the date hereof, the Company and its Subsidiaries have valid, enforceable and existing leasehold interests in each Leased Real PropertyProperty free and clear of all Liens other than Permitted Liens. (c) Except as set forth on Schedule 3.7(b), a the Company and each of its Subsidiaries owns good title to, or holds pursuant to valid and valid leasehold interest in such propertyenforceable leases, in each case 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) Section 2.11(b) of , and no Person other than the 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 Company or any 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 has any Liens other than Permitted Liens. There are no leases, licenses or occupancy agreements pursuant to which any third party is granted the right to use or occupy any part of the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Leased Real Property. (cd) Except as would not, individually or in All buildings and all improvements located on the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the BusinessLeased Real Property are, in each case free all material respects, in a state of good maintenance and clear of all Liens, except for Permitted Liens. All such tangible personal properties and assets are in good working condition repair (ordinary normal wear and tear excepted) capable of performing the functions and in a condition adequate and reasonably suitable for the Business conduct therein of the Business. The heating, ventilation, air conditioning, plumbing and electrical systems at the Leased Real Property are in working order and repair (normal wear and tear excepted). Neither the Company nor any of its Subsidiaries has experienced any interruption in such services provided to any of the premises located on the Leased Real Property within the last year. (e) To the extent required by Law and the obligation of tenant under the Real Property Leases to obtain, the Company and its Subsidiaries have obtained all permits, licenses, franchises, approvals and authorizations (collectively, the “Real Property Permits”) of (i) all Governmental Authorities having jurisdiction over any of the premises comprising the Leased Real Property and (ii) all insurance companies and fire rating and other similar boards and organizations having jurisdiction over any of the premises comprising the Leased Real Property (collectively, the “Insurance Organizations”), except for which they the Real Property Permits where failure to so obtain or maintain said permits would not be expected to have a Material Adverse Effect. All such Real Property Permits are set forth on Schedule 3.7(e). The Company and its Subsidiaries have not received any written notice from any Governmental Authority having jurisdiction over any premises comprising the Leased Real Property, or from any Insurance Organization, threatening a suspension, revocation, modification or cancellation of any Real Property Permit or of any insurance policies, and there exists no violation of a Real Property Permit that would be expected to have a Material Adverse Effect. To the Company and its Subsidiaries knowledge, each Real Property Permit is in full force and effect. (f) There are no pending or, to the knowledge of the Company, threatened condemnation or eminent domain proceeding with respect to or affecting any of the premises comprising the Leased Real Property or any part thereof. The Company and its Subsidiaries have not received any written, or, to the knowledge of the Company, oral notice of any pending or threatened condemnation or eminent domain proceeding with respect to or affecting any of the premises comprising the Leased Real Property or any part thereof and, to the knowledge of the Company, no such condemnations or proceedings have been proposed. (g) The Leased Real Property comprises all of the real property used or intended to be used in all material respectsthe Business, and, other than the Real Property Leases or those matters set forth on Schedule 3.7(b), neither the Company nor any of its Subsidiaries is a party to any other agreement which includes any option to purchase or lease any real property or interest therein. (h) Neither the Company nor any of its Subsidiaries has received any written notice of, and to the knowledge of the Company, no landlord of any Leased Real Property has any plans to make, any alterations to any of the Leased Real Property that would be expected to have a Material Adverse Effect. (i) All sums owed by any landlord to the Company or its Subsidiaries under any Real Property Lease have been paid, including, but not limited to, tenant improvement allowances.

Title to Properties. (a) Section 2.11(a) of Except as set forth on Schedule 3.08(a), the Parent Disclosure Letter sets forth a true Company and complete list, as of the date of this Agreement, of all real property leased or subleased by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liens. (b) Section 2.11(b) of the 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 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, own good and marketable title to, or hold pursuant to valid and enforceable leases or otherwise have the legal right to use, all of the Owned Real Property, free and clear tangible personal property shown to be owned by them on the Latest Balance Sheet (except for such personal property sold or disposed of any Liens other than Permitted Liens. There are no leases, licenses or occupancy agreements pursuant subsequent to which any third party is granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as would not, individually or date thereof in the aggregateordinary course of business consistent with past practice), reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Business, in each case free and clear of all Liens, except for Permitted Liens. All such Such tangible personal properties and assets are property is generally in good working operating condition (ordinary and repair, reasonable wear and tear excepted) capable , and usable in the ordinary course of performing business consistent with past practice and is suitable, sufficient in amount, size and type and, in the functions aggregate, is adequate in all material respects for the Business uses for which they are used to carry on the businesses of the Company and its Subsidiaries as now conducted. (b) Neither the Company nor any of its Subsidiaries owns, has owned in the last five (5) years, or, to the Company’s knowledge, has ever owned, any real property. (c) The real property demised by the leases described on Schedule 3.08(c) (the “Real Property Leases”) constitutes all of the material real property leased by the Company and its Subsidiaries (the “Leased Real Property”). Except as set forth on Schedule 3.08(c), the Real Property Leases are in full force and effect, 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 equitable remedies. The Company has made available to Buyer copies of the Real Property Leases. With respect to the Real Property Leases, except as set forth on Schedule 3.08(c), neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any other party thereto is in material default under any such Real Property Lease. The Real Property Leases constitute all material interests in real property currently used or currently held for use in connection with the business of the Company and its Subsidiaries currently conducted. To the Company’s knowledge, there does not exist any actual or threatened or contemplated condemnation or eminent domain proceedings that affect the Leased Real Property or any part thereof, and neither Seller, the Company nor any of its Subsidiaries has received any written notice of the intention of any Governmental Authority or other Person to take or use all or any part thereof. Each of the Leased Real Property and all buildings, fixtures and improvements thereon, are adequate in all material respectsrespects for their intended use in the operation of the business of the Company and its Subsidiaries as currently conducted. (d) To the Company’s knowledge, the Leased Real Property is in material compliance with all currently applicable zoning and land use regulations; (e) Neither the Company nor any of its Subsidiaries have entered into any subleases with respect to the Leased Real Property. To the Company’s knowledge, there are no outstanding commitments, agreements or understandings which have been made to, with or for the benefit of any Governmental Authority which could reasonably be expected to impose any material obligation, liability or condition on the Company or any of the Subsidiaries to grant any material easements or to make any material payments, contributions or dedications of money or land or to construct, install or maintain or to contribute to the construction, installation or maintenance of any material improvements of a public or private nature, whether on or off the Leased Real Property. (f) Each Leased Real Property is adequately serviced in all material respects by all utilities utilized or necessary for the effective operation of the business of the Company and its Subsidiaries as currently conducted, and the Company and its Subsidiaries have not, during the last two years, experienced any material interruption in the delivery of adequate quantities of any utilities (including electricity, natural gas, potable water, water for cooling or similar purposes and fuel oil, but excluding any interruption due to natural events) or other public services, including sanitary and industrial sewer services, utilized or required in the operation of the business of the Company and its Subsidiaries at the Leased Real Property.

Title to Properties. (a) Section 2.11(aNo Group Company owns (nor has any Group Company ever owned) any real property. Schedule 3.15(a) includes a true, correct and complete list of (i) all Contracts under which any Group Company leases, or has agreed to lease in the future, any real property as a lessee thereof (each, a “Real Property Lease” and collectively, the “Real Property Leases”) and (ii) the street address of the Parent Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of all real property that is leased or subleased by Parent or any of its Subsidiaries pursuant to each Real Property Lease (solely to the extent related to the Business) (as lessee or sublessee) (each, a “Leased Real Property” and collectively, the “Leased Real PropertyProperties”). Except SellerCo has made available to Purchaser true, correct and complete copies of all Real Property Leases prior to the Agreement Date. None of the Group Companies has subleased or licensed, as would not, individually sublessor or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies havesublicensor, or at otherwise granted any Person the Closing will have, with respect right to each occupy the Leased Real Property, a Properties or any portion thereof and there are no parties physically occupying or using any portion of any of the Leased Real Properties other than the Group Companies. (b) The Group Companies collectively own good and valid leasehold interest in such propertymarketable title to, in each case free and clear of all Liens, except for Permitted Liens. Liens (b) Section 2.11(b) of the 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 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 granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to), or a valid leasehold interest in, all of their tangible Assets reflected in the Interim Financial Statements. To the Knowledge of SellerCo all material equipment and other material items of tangible personal properties property forming part of the Assets of the Group Companies which are located at the Leased Real Property or necessary for the operation or conduct of the Business consistent with past practice are in good operating condition, normal wear and assets tear excepted, and are usable in the ordinary course of business. The Group Companies collectively own, lease under valid leases or have use of and/or valid access under valid agreements to all facilities, machinery, equipment and other tangible Assets necessary for the conduct of the Business, as conducted by the Group Companies immediately prior to the Closing. With respect to the property and Assets leased by any Group Company (including the Real Property Leases), such Group Company is in each case free and clear of all Liens, except for Permitted Liens. All compliance with such tangible personal properties and assets are in good working condition leases (ordinary wear and tear exceptedincluding the Real Property leases) capable of performing the functions for the Business for which they are used in all material respectsrespects and holds a valid and enforceable leasehold interest therein, free of any Liens, other than Liens to (or incurred by) the lessors of such property or Assets or Permitted Liens and subject to the Enforceability Exceptions.

Title to Properties. (a) Section 2.11(a3.15(a) of the Parent Company Disclosure Letter sets forth a true and complete list, as Schedule lists the location of the date of this Agreement, of all real property leased or subleased by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liens. (b) Section 2.11(b) of the 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 each of its the Company and the Company Subsidiaries (solely to the extent related to the Business) (the “Owned Real Property”). The Business Companies haveWith respect to each piece of Owned Real Property: (1) except as set forth in Section 3.15(a) of the Company Disclosure Schedule, or at the Closing will have, entity owning such Owned Real Property has good and marketable fee simple title to all of the Owned Real Propertysuch parcel, free and clear of any Liens all Liens, other than Permitted Liens. There Liens and Liens set forth in Section 3.15(a) of the Company Disclosure Schedule; (2) except as set forth in Section 3.15(a) of the Company Disclosure Schedule, there are no leaseswritten subleases, licenses licenses, concessions or occupancy other agreements pursuant granting to which any third party is granted the right to of use the or occupancy of any material portion of any such Owned Real Property and there are no outstanding options or rights of first refusal to purchase any such Owned Real Property or any material portion thereof or any material interest therein; (3) to the Knowledge of the Company, there is no threatened or contemplated special assessment or condemnation against any such Owned Real Property; and (4) no material portion of any such Owned Real Property is subject to any pending condemnation Proceeding and, to the Knowledge of the Company, there is no threatened condemnation Proceeding with respect thereto. The representations set forth in this Section 3.15 are the sole representations made by the Company with respect to any real property owned by the Company or a Company Subsidiary. (b) Section 3.15(b) of the Company Disclosure Schedule lists all real property and interests in real property used by the Company or one of the Company Subsidiaries (“Leased Real Property”) pursuant to written leases, subleases, licenses and/or any other types of written occupancy agreements that are material to the continued operation of the business of the Company or such Company Subsidiary as currently operated (“Real Property Leases”). The Company or one of the Company Subsidiaries has a valid and enforceable leasehold interest under each of such real property leases, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to or limiting creditors’ rights generally and general principles of equity, and, to the Knowledge of the Company, none of the Company and/or the Company Subsidiaries has received any written notice of any default or event which, with notice or lapse of time, or both, would constitute a default by the Company or such Company Subsidiary under any of the Real Property Leases, except such defaults that do not have and would not be reasonably likely to have, in the aggregate, a Company Material Adverse Effect. Except as set forth in Section 3.15(b) of the Company Disclosure Schedule, the Company and each of the Company Subsidiaries has complied in all material respects with the terms of all Real Property Leases to which it is a party. All such Real Property Leases are in full force and effect, and neither the Company nor any Company Subsidiary has sent a written notice to the other party to a Real Property Lease stating that such other party to such Real Property Lease is in material default thereunder. The Company and each of the Company Subsidiaries enjoys peaceful and undisturbed possession under all such Real Property Leases. (c) Except The Owned Real Property and the Leased Real Property (collectively, the “Real Property”) constitute all of the fee and leasehold interests in real property required for the continued conduct of the business of the Company and the Company Subsidiaries as would notcurrently conducted. All buildings, structures, material fixtures and material improvements included within the Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are suitable for the purposes for which they are presently used, in each case in all material respects. To the Knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, individually or in the aggregate, would reasonably be expected to be interfere in any material to respect with the Business current use, occupancy or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Business, in each case free and 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 all material respectsoperation thereof.

Title to Properties. (a) Section 2.11(a‎The Company does not own any real property. (b) ‎Section 3.12(b) of the Parent Disclosure Letter sets forth a true true, complete and complete list, as of the date of this Agreement, correct list of all real property leased by the Company or subleased by Parent its Subsidiaries (each, a “Leased Real Property” and collectively, the “Leased Real Properties”). The Company has made available to Acquiror true, complete and correct copies of all leases demising the Leased Real Properties to the Company or its Subsidiaries (the “Real Property Leases”). No Person other than the Company or any of its Subsidiaries (solely has any option or right to terminate any of the extent related to Real Property Leases other than as expressly set forth in such Real Property Leases. There are no parties physically occupying or using any portion of any of the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually Properties nor do any other parties have the right to physically occupy or in use any portion of the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such propertyProperties, in each case case, other than the Company or its Subsidiaries. With respect to the Leased Real Properties, the Company and each of its Subsidiaries is in material compliance with such leases and holds a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. (c) The Company and each of its Subsidiaries (i) owns good, valid and marketable title, or holds a valid and enforceable leasehold interest, as applicable, free and clear of all Liens, except for Liens (other than Permitted Liens. ), to all of their respective tangible Assets, and (bii) Section 2.11(b) of is not obligated under any Contract, or subject to any restriction, that presently materially impairs, has materially impaired, or might in the Parent Disclosure Letter sets forth a true and complete list, as of future materially impair the date of this Agreement, of all real property owned in fee by Parent Company’s or any of its Subsidiaries (solely Subsidiaries’ right, title or interest in or to the extent related to the Business) (the “Owned Real Property”)any of their respective tangible Assets. The Business Companies haveCompany and each of its Subsidiaries owns, leases under valid leases or at the Closing will have, good and marketable title has use of and/or valid access under valid agreements to all facilities, machinery, equipment and other tangible Assets necessary for the conduct of the Owned Real Propertytheir respective businesses as presently conducted, free and clear of any Liens all such facilities, machinery, equipment and other than Permitted Liens. There are no leases, licenses or occupancy agreements pursuant to which any third party is granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Business, in each case free and clear of all Liens, except for Permitted Liens. All such tangible personal properties and assets Assets are in good working condition (ordinary and repair and generally are adequate and suitable in all material respects for their present use, Ordinary Course wear and tear excepted) capable . With respect to the respective property and Assets they lease, sublease, license and/or use or occupy (including the Leased Real Properties), the Company and each of performing the functions for the Business for which they are used its Subsidiaries is in compliance in all material respectsrespects with such leases (including the Real Property Leases).

Title to Properties. (a) Section 2.11(a) of the Parent Disclosure Letter sets forth a true The Company and complete list, as of the date of this Agreement, of all real property leased or subleased by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liens. (b) Section 2.11(b) of the 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 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, own 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 granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or hold a valid leasehold interest in, all of the material tangible personal properties and assets property used by them in the conduct of the Businesstheir business, in each case free and clear of all Liens, except for Permitted Liens. All Each such item of material tangible personal properties property is in all material respects in operable condition and assets are in good working condition (ordinary repair, subject to normal wear and tear exceptedtear, ongoing repairs or refurbishments in the ordinary course and obsolescence in the ordinary course. (b) capable Schedule 5.08(b) contains a list of performing all material real property in which the functions for Company and its Subsidiaries have a leasehold interest, including any sub-leasehold interest (the Business for “Leased Real Property”) and such schedule contains a description of all leases with respect to each parcel of Leased Real Property, (each, a “Lease” and collectively, the “Leases”). The Company has delivered to the Purchaser a true and complete copy of each Lease, including any material amendments, extensions, renewals, guaranties, subordination and non-disturbance agreements and estoppels with respect thereto. With respect to each Lease: (i) either the Company or one (1) of its Subsidiaries has a valid and enforceable leasehold interest in each parcel or tract of real property leased by it and each such Lease is the legal, valid and binding obligation of either the Company or one (1) of its Subsidiaries, enforceable against such party in accordance with its terms, and, to the knowledge of the Company, of the other parties thereto in accordance with its terms, in each case, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights or to general principles of equity; (ii) neither the Company nor any of its Subsidiaries has received written notice of any defaults thereunder by the Company or its Subsidiaries (as applicable) nor, to the knowledge of the Company, are there any material defaults by the lessor thereof or any other party thereto; (iii) to the knowledge of the Company, no event has occurred which they (with notice, lapse of time or both) would constitute a material breach or material default thereunder by the Company or its Subsidiaries (as applicable) or, to the knowledge of the Company, any other party thereto that has not been fully remedied as of the date hereof; (iv) as of the date hereof, no party to any Lease has repudiated any provision thereof and there are no material disputes, material controversies, oral agreements or forbearance programs in effect as to any Lease; (v) all rent and other sums and charges payable by any party are current; (vi) neither the Company, nor, as applicable, its Subsidiary, has received any notice or other indication from a party (or other Person) that such Lease will not be renewed or extended with the Company, or as applicable, its Subsidiary, or that such lease will be terminated; (vii) neither the Company, nor, as applicable, any Subsidiary, has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest that such party has in any Lease to which it is a party; (viii) to the knowledge of the Company, there is no other lease, sublease, license, concession or other agreement, written or oral, in effect with respect to all or any portion of any Leased Real Property; and (ix) no security deposit or portion thereof deposited with respect to a Lease has been applied with respect of a breach or default under such Lease. (c) The Leased Real Property constitutes all of the material real property interests which are leased, licensed, used or occupied by the Company and its Subsidiaries and all of the material land, buildings, structures and other improvements used by the Company and its Subsidiaries are included in the Leased Real Property. All of the improvements situated in whole or in part on any Leased Real Property are, 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. Neither the Company nor, as applicable, any of its Subsidiaries has received notice from any lessor or other party under any Lease regarding any outstanding required maintenance or repair obligations, and there are no pending material repair or maintenance obligations under any Lease. (d) Neither the Company nor any Subsidiary has received, since the Original Acquisition Date, written notice of any proceedings in eminent domain, condemnation or other similar proceedings that are pending or threatened with respect to the Leased Real Property. (e) Neither the Company nor any of its Subsidiaries has received, since the Original Acquisition Date, any notice from a Governmental Body that its lease, use, or operation of the Leased Real Property is presently in violation of any applicable building codes, zoning, land use, or other Laws affecting its operations (including the Americans with Disabilities Act, as amended). (f) Neither the Company nor any Subsidiary has received, since the Original Acquisition Date, notice from any insurance company that such insurance company will require such party to make alterations to any Leased Real Property for continuance of a policy insuring such property or the maintenance of any rate with respect thereto. (g) Except to the extent accrued on the financial books and records of the Company, all material amounts due and payable for labor and materials relating to the construction and repair of any Leased Real Property (to the extent a tenant obligation under the terms of applicable Lease) have been paid in full. (h) Schedule 5.08(h) sets forth the Company’s and its Subsidiary’s owned real property. (i) The property and assets of the Company and its Subsidiaries are sufficient in all material respects for the Company and its Subsidiaries to conduct their businesses in the manner as currently conducted; provided, that no representation or warranty is being made in this Section 5.08(i) with respect to Cash or Working Capital.

Title to Properties. (a) Section 2.11(a) of the Parent Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of all real property leased or subleased by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as set forth on Schedule 3.07(a), or as would notnot reasonably be expected to be, individually or in the aggregate, reasonably be expected material to have the Company and its Subsidiaries, taken as a Business Material Adverse Effectwhole, (i) the Business Companies haveCompany and each of its Subsidiaries owns good and marketable title to, or at holds pursuant to valid and enforceable leases, all of the Closing will havepersonal property and assets shown to be owned or leased by any of them on the Company Latest Balance Sheet, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case 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) Section 2.11(bExcept 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 Parent Disclosure Letter sets forth a true 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 complete listother 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 date Company Leased Real Property Leases and Company Landlord Leases described on Schedule 3.07(b) (and in the case of this Agreementany oral Company Leased Real Property Lease or Company Landlord Lease, a written summary of all real property owned 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 fee any material respect, except to the extent that such modifications are disclosed by Parent 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 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 (solely 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 extent related Company and its Subsidiaries, taken as a whole, and except as set forth in Schedule 3.07(c), with respect to the Business) (the “each Company Owned Real Property”). The Business Companies have, : (i) the Company or at one of its Subsidiaries (as the Closing will have, case may be) has good and marketable indefeasible fee simple title to all of the such Company Owned Real Property, free and clear of any Liens other than all liens and encumbrances, except Company Permitted Liens. There are no leases, licenses (ii) neither the Company nor any Subsidiary has leased or occupancy agreements pursuant otherwise granted to which any third party is granted Person the right to use the or occupy such Company Owned Real Property and or any portion thereof (other than the Company Landlord Leases); (iii) other than the right of the Purchaser pursuant to this Agreement, there are no outstanding options options, rights of first offer or rights of first refusal to purchase the such Company Owned Real PropertyProperty or any portion thereof or interest therein, and (iv) neither the Company nor any Subsidiary is a party to any agreement or option to purchase any material real property or interest therein. (cd) Except as set forth in Schedule 3.07(d), or as would notnot reasonably be expected to be, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business CompaniesCompany 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 Business Companies have, Company Real Property or at operate the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets business of the BusinessCompany and its Subsidiaries, in each case free taken as a whole, as currently conducted, have been issued and clear of all Liens, except for Permitted Liens. All such tangible personal properties and assets are in good working condition full force and effect, and (ordinary wear and tear exceptedii) capable the Company has not received any written notice from any Governmental Entity having jurisdiction over the Company Real Property threatening a suspension, revocation, modification or cancellation of performing the functions for the Business for which they are used in all material respectsany Company Real Property Permit.

Title to Properties. (a) The real properties owned by the Companies or the Subsidiaries or demised by the leases described under the caption referencing this Section 2.11(a) 3.9 in the Disclosure Schedule constitute all of the Parent Disclosure Letter sets forth a true real property owned, leased (whether or not occupied and complete listincluding any leases assigned or leased premises sublet for which the Companies remain liable), as used or occupied by the Companies or the Subsidiaries. (b) One of the date Companies or one of this Agreement, the Subsidiaries owns good and valid title to each parcel of all real property leased identified under the caption referencing this Section 3.9 in the Disclosure Schedule as being owned by the Companies or subleased by Parent or any of its the Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Owned Real Property”“). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liens. (bc) Section 2.11(b) The leases of the 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 of its Subsidiaries (solely to the extent related to the Business) (the “Owned Leases”) listed under the caption referencing this Section 3.9 in the Disclosure Schedule as being leased by the Companies or the Subsidiaries (the “Leased Real Property”). The Business Companies have, or at the Closing will have, good ” and marketable title to all of together with 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 granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned “Real Property”) are in full force and effect and the Companies 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 3.9 in the Disclosure Schedule. The Companies have made available to Buyer complete and accurate copies of each of the Leases, and none of the Leases has been modified in any material respect, except to the extent that such modifications are disclosed by the copies delivered to Buyer. None of the Companies or the Subsidiaries is in default in any material respect, and, to the knowledge of the Companies, 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 Companies, is any other party to any of the Leases in default in any material respect thereunder. (cd) Except as would not, individually One of the Companies or in one of the aggregate, reasonably be expected Subsidiaries owns good and valid title to be each of the material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and material tangible assets of reflected on the BusinessLatest Balance Sheet or acquired since the date thereof, in each case free and clear of all Liens, except for (i) Permitted Liens. , (ii) Liens for current Taxes not yet due and payable, (iii) the Real Property subject to the Leases, (iv) personal property used by the Companies and subject to lease, all of which leases are identified in the Disclosure Schedule under the caption referencing this Section 3.9, and (v) assets disposed of since the Balance Sheet Date in the ordinary course of business. (e) All such of the material buildings, machinery, equipment and other tangible personal properties assets that are necessary for the conduct of the Companies’ and assets the Subsidiaries’ business are in good working satisfactory condition (and repair, ordinary wear and tear excepted) capable excepted with respect to all of performing such assets. The Companies and the functions Subsidiaries own, or lease under valid leases, all buildings, machinery, equipment and other tangible assets necessary for the Business for which they are used in all material respectsconduct of their business as currently conducted.

Title to Properties. (a) Section 2.11(a) of the Parent Disclosure Letter sets forth a true The Company and complete list, as of the date of this Agreement, of all real property leased or subleased by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies havegood and marketable title to, or at a valid and enforceable leasehold interest in, (i) all of their respective personal property shown to be owned or leased by it on the Closing will haveLatest Balance Sheet, with respect to each and (ii) all Owned Real Property and Leased Real Property, a good each of the foregoing (i) and valid leasehold interest in such property, in each case (ii) free and clear of all Liens, except for Permitted Liens. (b) Section 2.11(b) of the Parent Disclosure Letter The Leased Real Property Schedule sets forth a true true, correct and complete list of all the Real Property Leases, which list sets forth the date of and parties to each Real Property Lease, the date and parties to each amendment, modification and supplement thereto, and the address of the real property covered by such real Property Lease. Each Real Property Lease is valid, binding and in full force and effect. The Company has made available to the Purchaser complete and accurate copies of each of the Real Property Leases (including all modifications, amendments and supplements) and none of such Real Property Leases have been modified in any respect, except to the extent that such modifications are disclosed by the copies made available to the Purchaser. Neither the Company nor any of its Subsidiaries, nor to the best of the Company’s knowledge, the landlord under any Real Property Lease, is in default in any material respect (and no condition exists which with the giving of notice or the lapse of time or both would constitute a material default) under any of such Real Property Leases, and neither the Company nor any of its Subsidiaries has received any notice of default or termination under such Real Property Leases which remains outstanding. (c) The Owned Real Property Schedule sets forth a true, correct and complete list, as of the date of this Agreementincluding addresses, of all real property owned in fee by Parent or any of its Subsidiaries (solely to the extent related to the Business) (the “Owned Real Property”). . (d) The Business Companies have, or at the Closing will have, good Leased Real Property and marketable title to Owned Real Property constitute all of the Owned Real Propertyreal property utilized by the Company and its Subsidiaries in the operation of its business and (i) neither the Company nor any Subsidiary is a party to any agreement or option to purchase any real property or interest therein, 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 granted the right to use the Owned Real Property and (ii) there are no outstanding options or rights of first refusal to purchase the Owned Real Property, any portion thereof or interest therein. (ce) Except as would notset forth on the Leased Real Property Schedule or the Owned Real Property Schedule, individually neither the Company nor any Subsidiary has entered into any lease, sublease, license, concessions or in other agreement granting to any other Person or parties the aggregateright to use or occupy any portion of the Owned Real Property or Leased Real Property, reasonably be expected to be material respectively; and (f) Neither the Company nor any of its Subsidiaries has received any notice of any and there are no existing, pending, or, to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets knowledge of the BusinessCompany, threatened or contemplated condemnation, eminent domain or similar proceeding affecting the Leased Real Property and Owned Real Property or any portion thereof or of any sale or other disposition of the Leased Real Property and Owned Real Property or any portion thereof in each case free and clear lieu 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 all material respectscondemnation.

Title to Properties. (a) Section 2.11(a) The real property subject to the leases described on the attached Schedule 4.07(a), constitutes all of the Parent Disclosure Letter sets Leased Real Property utilized by the Company and/or any of its Subsidiaries. (b) The leases described on Schedule 4.07(a) are binding, enforceable and in full force and effect, and the Company or a Subsidiary holds a valid and existing leasehold interest under each of such leases for the term set forth a true on Schedule 4.07(a). The Company has made available to the Buyer complete and complete list, as accurate copies of each of the date leases described on Schedule 4.07(a), and none of this Agreementsuch leases has been modified in any material respect, except to the extent that such modifications are disclosed by the copies made available to the Buyer. Except for such minor exceptions which are not individually or in the aggregate material, neither the Company nor any Subsidiary is in default under any of all such leases. To the Knowledge of the Company, there exists no event, occurrence or condition which, with the giving of notice, the lapse of time or the happening of any further event or condition, would become a default under any such lease. (c) The real property leased or subleased that is owned by Parent or the Company and/or any of its Subsidiaries (solely to is described on the extent related to the Business) (as lessee or sublesseeattached Schedule 4.07(c) (the “Leased Owned Real PropertyEstate”). . (d) Except as would not, individually or in set forth on the aggregate, reasonably be expected to have a Business Material Adverse Effectattached Schedule 4.07(d), the Business Companies haveCompany or its Subsidiary, or at the Closing will haveas applicable, with respect to each Leased Real Property, a has good and valid leasehold interest in such propertymarketable title to the Owned Real Estate, in each case free and clear of all Liens, except for Permitted Liensthose Liens that would not materially impair the Company’s use of any such Owned Real Estate. (b) Section 2.11(b) of the 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 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 granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (ce) Except as would notset forth on the attached Schedule 4.07(e), individually the Company or in the aggregateits Subsidiary, reasonably be expected to be material as applicable, has good title to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and property assets of the BusinessCompany and/or its Subsidiaries listed on Schedule 4.07(e), in each case free and clear of all Liens, except for Permitted Liensthose Liens that would not materially impair the use of any such assets. All such The tangible personal properties property assets that are owned by or leased to the Company and/or its Subsidiaries are listed and assets are in good working condition (ordinary wear and tear excepted) capable of performing so identified on the functions for the Business for which they are used in all material respectsattached Schedule 4.07(e).

Title to Properties. (a) Section 2.11(a) Each of the Parent Disclosure Letter sets forth a true Borrower and complete listeach Subsidiary has good and valid title to, as of the date of this Agreementor valid leasehold interests in, of all real property leased its material properties and assets (including, good and marketable title to, or subleased by Parent or any of valid leasehold interests in all its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Material Real Property”). Except as would not, individually or except for minor defects in title that, in the aggregate, reasonably be expected are not substantial in amount and do not materially detract from the value of the property subject thereto and do not interfere in any material respect with its ability to have conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. Each parcel of Real Property is free from material structural defects and all building systems contained therein are in good working order and condition, ordinary wear and tear excepted, suitable for the purposes for which they are currently being used. No portion of the Real Property has suffered any material damage by fire or other casualty loss that has not heretofore been completely repaired and restored to its original condition. Each parcel of Real Property and the current use thereof complies with all applicable laws (including building and zoning ordinances and codes) and with all insurance requirements; the Borrower is not a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased non-conforming user of any Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liens. (b) Section 2.11(b) None of the 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 Borrower or any of its the Subsidiaries (solely to has received any notice of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting the extent related to the Business) (the “Owned Real Property”). The Business Companies have, Properties or at the Closing will have, good and marketable title to all any sale or disposition thereof in lieu 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 granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Propertycondemnation. (c) Except None of the Borrower or any of the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Real Property or any interest therein. (d) There are no pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any material portion of the owned Real Property, nor are there any contemplated improvements to such owned Real Property that may result in such special or other assessments. The Borrower has not suffered, permitted or initiated the joint assessment of any owned Real Property with any other real property constituting a separate tax lot. Each owned parcel of Real Property is comprised of one or more parcels, each of which constitutes a separate tax lot and none of which constitutes a portion of any other tax lot. (e) The Borrower has obtained all permits, licenses, variances and certificates required by applicable law to be obtained and necessary to the use and operation of each parcel of Real Property, except where the failure to have such permit, license, certificate or variance would not prohibit the use of such parcel of Real Property as would notit is currently being used. The use being made of each parcel of Real Property conforms with the certificate of occupancy and/or such other permits, individually licenses, variances and certificates for such Real Property and any other restrictions, covenants or in the aggregateconditions affecting such Real Property, except for any such nonconformity that could not reasonably be expected to be enjoined or to result in material fines. (f) each parcel of Real Property has adequate rights of access to public ways to permit the Real Property to be used for its intended purpose, and is served by installed, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities; (ii) all public utilities necessary to the Business continued use and enjoyment of each parcel of Real Property as used and enjoyed on the Closing Date are located in the public right-of-way abutting the premises, and all such utilities are connected so as to serve such Real Property without passing over other Property except for land of the utility company providing such utility service or, in the case of leased Real Property, contiguous land owned by the lessor of such leased Real Property; (iii) each parcel of Real Property, including each leased parcel, has adequate available parking to meet legal and operating requirements; (iv) all roads necessary for the full utilization of each parcel of Real Property for its current purpose have been completed and dedicated to public use and accepted by all governmental authorities or to are the Business Companies, taken as a whole, subject of access easements for the Business Companies havebenefit of such Real Property; and (v) no building or structure constituting Real Property or any appurtenance thereto or equipment thereon, or at the Closing will haveuse, good title tooperation or maintenance thereof, violates any restrictive covenant or a valid leasehold interest inencroaches on any easement or on any property owned by others, all tangible personal properties and assets which violation or encroachment interferes with the use or could materially adversely affect the value of such building, structure or appurtenance or which encroachment is necessary for the operation of the Business, in each case free and 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 all material respectsbusiness at any Real Property.

Title to Properties. (a) Section 2.11(a) of the Parent Disclosure Letter sets forth a true The Company and complete list, as of the date of this Agreement, of all real property leased or subleased by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies haveown good and marketable title to, or at the Closing will have, with respect to each Leased Real Property, hold a good and valid leasehold interest in, all of the material tangible personal property used by them in such propertythe conduct of their business, in each case free and clear of all Liens, except for Permitted LiensLiens and Liens that will be terminated at or prior to the Closing. 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) Section 2.11(b) Neither the Company nor any of the Parent Disclosure Letter sets forth its Subsidiaries owns any real property. The Leased Real Property Schedule contains a true and complete list, as of the date of this Agreement, list of all real property owned in fee leased by Parent or any of the Company and its Subsidiaries (solely to the extent related to the Business) (the “Owned Leased Real Property”). The Business Companies have, or at Company has delivered to the Closing will have, good Purchaser a true and marketable title to all complete copy of the Owned underlying lease with respect to each parcel of Leased Real PropertyProperty (each, a “Lease”). With respect to each of the Leases: (i) 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 it; (ii) neither the Company nor any of its Subsidiaries has received written notice of any existing material defaults thereunder by the Company or its Subsidiaries (as applicable) nor, to the Knowledge of the Company, are there any existing material defaults by the lessor thereof; (iii) no event has occurred which (with notice, lapse of time or both) would constitute a material breach or default thereunder by the Company or its Subsidiaries (as applicable) or, to the Knowledge of the Company, any other party thereto; (iv) the Leased Real Property is leased by the Company or one of its Subsidiaries free and clear of any Liens all Liens, other than Permitted Liens. There ; (v) neither the Company nor any of its Subsidiaries has conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold created by such Lease; (vi) neither the Company’s nor any of its Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Lease has been disturbed and there are no leasesdisputes with respect to such Lease; and (vii) neither the Company nor any of its Subsidiaries has assigned, licenses subleased, transferred, licensed or occupancy agreements pursuant to which otherwise granted any third party is granted Person the right to use or occupy the Owned Leased Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Propertyany portion thereof. (c) Except as would notTo the Knowledge of the Company, all buildings, structures, fixtures, building systems and equipment, and all components thereof (collectively, the “Improvements”) included in the Leased Real Property are in good condition and repair. To the Knowledge of the Company, there are no material structural deficiencies or latent defects affecting any of the Improvements that would, individually or in the aggregate, reasonably be expected interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the business of the Company and its Subsidiaries as currently conducted thereon. (d) To the Knowledge of the Company, for the past five (5) years, the Leased Real Property has been in compliance in all material respects with all applicable building, zoning, subdivision, health and safety and other land use laws, including the Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting the Leased Real Property (collectively, the “Real Property Laws”), and the current use and occupancy of the Leased Real Property and operation of the business of the Company and its Subsidiaries thereon do not violate in any material respect any Real Property Laws. Neither the Company nor any of its Subsidiaries has received any written notice of a material violation of any Real Property Law. To the Knowledge of the Company, there is no pending or anticipated change in any Real Property Law that will materially impair the ownership, lease, use or occupancy of any Leased Real Property or any portion thereof in the continued operation of the business of the Company and its Subsidiaries as currently conducted thereon. (e) The classification of each item of Leased Real Property under Real Property Laws permits the use and occupancy of such parcel and the operation of the business of the Company and its Subsidiaries as currently conducted thereon, and permits the Improvements located thereon as currently constructed, used and occupied. There are sufficient parking spaces, loading docks and other facilities at such parcel to be comply with Real Property Laws. The use or occupancy of the Leased Real Property or any portion thereof by the Company and its Subsidiaries or the operation of the business of the Company and its Subsidiaries as currently conducted thereon is not dependent on a “permitted non-conforming use” or "permitted non-conforming structure" or similar variance, exemption or approval from any Governmental Body. (f) To the Knowledge of the Company, the current use and occupancy of the Leased Real Property and the operation of the business of the Company and its Subsidiaries as currently conducted thereon do not violate in any material respect any easement, covenant, condition, restriction or similar provision in any material instrument of record affecting such Leased Real Property (the “Encumbrance Documents”). Neither the Company nor any of its Subsidiaries has received any written notice of violation of any Encumbrance Documents, and there is no basis for the issuance of any such notice or the taking of any action for such violation. (g) The Formerly Owned or Leased Real Property Schedule sets forth an accurate and complete list of all real property formerly owned or leased by the Company or any of its Subsidiaries during the five (5) year period prior to the Business date of this Agreement (collectively, “Formerly Owned or Leased Real Property”). Except as set forth in the Formerly Owned or Leased Real Property Schedule, neither the Company nor any of its Subsidiaries: (i) has received notice of, and there are no pending, or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets Knowledge of the BusinessCompany, proposed or threatened claims, actions or proceedings against the Company or any of its Subsidiaries in each case free and clear relation to Formerly Owned or Leased Real Property; or (ii) has any actual or, to the Knowledge of all Liensthe Company, except for Permitted Liens. All such tangible personal properties and assets are contingent material liability in good working condition (ordinary wear and tear excepted) capable of performing the functions for the Business for which they are used in all material respectsrelation to Formerly Owned or Leased Real Property.

Title to Properties. (a) Section 2.11(a) of the Parent Disclosure Letter sets forth a true The Company and complete list, as of the date of this Agreement, of all real property leased or subleased by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a Company Subsidiary owns good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liens. (b) Section 2.11(b) of the 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 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 granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or holds a valid leasehold interest in, all of the material tangible personal properties and assets property used by it in the conduct of the Businessits business, in each case free and clear of all Liens, except for Permitted Liens. All Each such item of material 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 property is in all material respectsrespects in operable condition and repair, subject to normal wear and tear, ongoing repairs, restorations or refurbishments in the ordinary course and obsolescence in the ordinary course. (b) Neither the Company nor any Company Subsidiary owns any real property, nor has the Company or any Company Subsidiary ever owned any real property. Schedule 4.7(b) of the Company Disclosure Schedules contains a list of all material real property leased or subleased by the Company and each Company Subsidiary as of the Agreement Date (the “Company Leased Real Property”). The Company has delivered to Otonomo a true and complete copy of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Company Leased Real Property, including all amendments, terminations and modifications thereof (each, a “Company Lease”). With respect to each Company Lease: (i) either the Company or the Company Subsidiaries has a valid and enforceable leasehold interest in each parcel or tract of real property leased by the Company or the relevant Company Subsidiary (in accordance with the terms of such Company Leases, subject to the Enforceability Exceptions); (ii) neither the Company nor any Company Subsidiary has received written notice of any existing material defaults thereunder by the Company or any Company Subsidiary (as applicable) nor, to the Knowledge of the Company, are there any existing material defaults by the lessor, sublessor or other counterparty thereof; (iii) no event has occurred which (with notice, lapse of time or both) would constitute a material breach or default thereunder by the Company or any Company Subsidiary (as applicable) or, to the Knowledge of the Company, any other party thereto; and (iv) the Company Leased Real Property is in good operating condition and repair, free from structural, physical and mechanical defects, in all material respects is maintained in a manner consistent with standards generally followed with respect to similar properties. The Company or a Company Subsidiary currently occupies all of the Company Leased Real Property for the operation of its business, and there are no other parties occupying, or with a right to occupy, the Company Leased Real Property. Neither the Company nor any Company Subsidiary could be required to expend more than $50,000 in causing any Company Leased Real Property to comply with the surrender conditions set forth in the applicable Company Lease (excluding moving costs, costs to removal personal property and cabling removal costs).

Title to Properties. (a) The Company does not own any real property. The real property demised by the leases (the "Leases") described under the caption referencing this Section 2.11(a) 3.12 in the Disclosure Schedule constitutes all of the Parent Disclosure Letter sets forth a true and complete listreal property used or occupied by the Company (the "Real Property"). The Real Property has access, as sufficient for the conduct of the date Company's business as now conducted or as presently proposed to be conducted, to public roads and to all utilities, including electricity, sanitary and storm sewer, potable water, natural gas and other utilities, used in the operation of this Agreementthe business of the Company at that location. (b) The Leases are in full force and effect, and the Company holds a valid and existing leasehold interest under each of all real property leased or subleased by Parent or the Leases for the term set forth under such caption in the Disclosure Schedule. The Company has delivered to GMI complete and accurate copies of each of the Leases, and none of the Leases has been modified in any of its Subsidiaries (solely respect, except to the extent related that such modifications are disclosed by the copies delivered to GMI. The Company is not in material default, 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 Businessbest knowledge of the Company, is any other party to any of the Leases in default. (c) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect The Company owns good and marketable title to each Leased Real Propertyof the tangible properties and tangible assets reflected on the Latest Balance Sheet or acquired since the date thereof, a good and valid leasehold interest in such property, in each case free and clear of all Liensliens and encumbrances, except for Permitted Liens(i) liens for current taxes not yet due and payable, (ii) liens set forth under the caption referencing this Section 3.12 in the Disclosure Schedule, (iii) the properties subject to the Leases, (iv) assets disposed of since the date of the Latest Balance Sheet in the ordinary course of business, (v) liens imposed by law and incurred in the ordinary course of business for obligations not yet due to carriers, warehousemen, laborers and materialmen and (vi) liens in respect of pledges or deposits under workers' compensation laws, all of which liens aggregate less than $25,000. (bd) Section 2.11(b) All of the Parent Disclosure Letter sets forth a true buildings, machinery, equipment and complete list, as other tangible assets necessary for the conduct of the date of this Agreement, of all real property owned in fee by Parent or any 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 granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Business, in each case free and clear of all Liens, except for Permitted Liens. All such tangible personal properties and assets Company's business are in good working condition (and repair, ordinary wear and tear excepted) capable , and are usable in the ordinary course of performing business. There are no defects in such assets or other conditions relating thereto which, in the functions aggregate, materially adversely affect the operation or value of such assets. The Company owns, or leases under valid leases, all buildings, machinery, equipment and other tangible assets necessary for the Business for which they are conduct of its business. (e) To the best of the Company's knowledge, the Company is not in violation of any applicable zoning ordinance or other law, regulation or requirement relating to the operation of any properties used in all material respectsthe operation of its business, and the Company has not received any notice of any such violation, or the existence of any condemnation proceeding with respect to any of the Real Property, except, in each case, with respect to violations the potential consequences of which do not or will not result in a Material Adverse Change in the Company. (f) The Company has no knowledge of improvements made or contemplated to be made by any public or private authority, the costs of which are to be assessed as special taxes or charges against any of the Real Property, and there are no present assessments.

Title to Properties. (a) No Glass Party nor any of its Subsidiaries owns any real property. (b) Glass or one of its Subsidiaries has a good and valid leasehold interest in all real property leased or purported to be leased, or otherwise occupied or permitted to be occupied, by any Glass Party or any of its Subsidiaries, whether as sublessor, tenant, subtenant or otherwise (the “Glass Leased Real Property” and the lease, sublease or other occupancy agreement, the “Glass Real Property Leases”). Section 2.11(a5.15(b) of the Parent Glass Disclosure Letter sets forth a true complete and complete list, as of the date of this Agreement, accurate list of all real property leased or subleased by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Glass Leased Real Property”), the location of the premises and each document comprising the Glass Real Property Leases, including all amendments thereto and guarantees thereof. Except No Glass Party nor any Subsidiary thereof has assigned, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the leasehold or subleasehold. All Glass Leased Real Property is supplied with utilities and other services necessary for the operation of said facilities as currently operated. Each Glass Real Property Lease is in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have a Business Glass Material Adverse Effect, the Business Companies haveand will continue to be legal, or at valid, binding, enforceable and in full force and effect immediately following the Closing will havein accordance with the terms thereof as in effect prior to the Closing. (c) Glass or one of its Subsidiaries owns or leases all of the material personal property reflected on the most recent balance sheet included in the Glass Financial Statements, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liens. (b) Section 2.11(b) to the extent disposed of in the Parent Disclosure Letter sets forth a true and complete list, as ordinary course of business since the date of this Agreement, of all real property owned in fee by Parent or any of its Subsidiaries (solely to the extent related to the Business) (the “Owned Real Property”)such balance sheet. The Business Companies have, or at the Closing will have, Glass Parties and their respective Subsidiaries 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 granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good valid title to, or a in the case of leased properties and assets, valid leasehold interest interests or other comparable contractual rights in, all material tangible personal properties and assets assets, real, personal and mixed, necessary for the conduct of the Businesstheir respective businesses, in each case free and clear of all Liens. (d) To the knowledge of Glass, the Glass Leased Real Property and the equipment of the Glass Parties and their respective Subsidiaries used in the operations of their respective businesses are (i) suitable for the uses to which they are currently employed, (ii) in good operating condition and repair, subject to normal wear and tear, (iii) regularly and properly maintained, (iv) not obsolete, dangerous or in need of renewal or replacement, except for Permitted Liens. All such tangible personal properties renewal or replacement in the ordinary course of business, and assets are in good working condition (ordinary wear and tear exceptedv) capable of performing the functions for the Business for which they are used in all free from any material respectsdefects or deficiencies.

Title to Properties. (a) Section 2.11(aThe 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 the Parent Disclosure Letter sets forth a true and complete list, their business as of currently conducted (or acquired after the date of this Agreementhereof), 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. All furniture, machinery, equipment, vehicles and other tangible personal property owned or leased or subleased by Parent the Company or any of its Subsidiaries is (solely a) in good operating condition and repair (subject to normal wear and tear and replacement in accordance with the Company’s existing replacement policies), and (b) suitable and adequate for continued use in the manner in which it is presently being used. The tangible assets of the Company and its Subsidiaries collectively constitute all of the tangible assets used in or necessary to enable the 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 extent related to leases described on Section 2.14(b) of the Business) (as lessee or sublessee) Disclosure Schedule (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear of ) constitutes all Liens, except for Permitted Liens. (b) Section 2.11(b) of the Parent Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of all real property owned in fee leased by Parent the Company or any of its Subsidiaries. The Leased Real Property leases are in full force and effect and are valid and binding obligations of the Company and its Subsidiaries (solely and, to the extent related Company’s Knowledge, the other parties thereto, except as the same may be limited by the Bankruptcy and Equity Exceptions. The Company has made available to 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 Business) (the “Owned Real Property”). The Business Companies have, or at the Closing will have, good and marketable title to all Knowledge of the Owned Real PropertyCompany, free and clear of any Liens other than Permitted Liens. There are no leases, licenses or occupancy agreements pursuant to which any third party party, is granted in default in any material respect under any of such leases. As of the right to use date hereof, neither the Owned 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 and there are no outstanding options or rights of first refusal to purchase the Owned Real Propertylease. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Business, in each case free and 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 all material respects.

Title to Properties. (a) Except as set forth in Section 2.11(a5.09(a) of the Parent Disclosure Letter Schedule, and other than the Parent-Level Agreements and Shared Agreements, the Companies or one of their respective Subsidiaries has good, valid and marketable title to, or valid leasehold interests in, and is the lawful owner of, all of the assets, properties and Contracts used by any of the Companies and their respective Subsidiaries, free and clear of any Liens, other than Permitted Liens, and the assets, properties and Contracts owned by the Companies and their respective Subsidiaries (including as of the Closing Date, Related Agreements), and the employees and consultants engaged or employed directly and exclusively by the Companies and their respective Subsidiaries, constitute all the assets, properties, Contracts, employees and consultants and related rights that are required to permit the Buyer to carry on the Business immediately following the Closing in substantially all respects as it was conducted immediately prior to the Closing Date by the Seller and its Affiliates. Except as set forth on Section 5.09(a) of the Disclosure Schedule, to the Knowledge of the Companies, all equipment and other tangible assets owned or leased by the Companies or their respective Subsidiaries that have a net book value in excess of $50,000 are in operating condition, ordinary wear and tear excepted, and are adequate for the purposes for which such properties and assets are presently used in all material respects. (b) Section 5.09(b) of the Disclosure Schedule sets forth a true summary of each lease for leased assets that have annual rental payments in excess of $100,000 and complete listeach real property lease (the “Real Property Leases”) regardless of annual rental payment amount, as describing the name of the date of this Agreement, of all real property lessor and the address for the premises leased or subleased by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) under each applicable Real Property Lease (the “Leased Real Property”). Except as would not, individually or in for the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real PropertyProperties, none of the Companies or their respective Subsidiaries is a good party to any agreement (whether oral or written) pursuant to which it leases real estate (either as lessor or lessee). The Seller has made available to the Buyer a true, correct, and valid leasehold interest in complete copy of each real property lease and all amendments and modifications thereto, and such propertyreal property leases have not been modified or amended, in each case free and clear of all Lienscase, except for Permitted Liens. (b) Section 2.11(b) of the Parent Disclosure Letter sets forth in a true and complete listmaterial respect, as of the date of this Agreementsince June 30, of all real property owned in fee by Parent or any 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 granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property2019. (c) Except as would notAll of the Real Property Leases are in full force and effect, individually and valid and enforceable in accordance with their respective terms. None of the Companies or their respective Subsidiaries have received any written notice of any event of default or event which constitutes (with notice or lapse of time or both) a material default by any of the Companies and any of their respective Subsidiaries under any Real Property Lease. All rent and other amounts due and payable with respect to the Real Property Leases have been paid through the date of this Agreement or are otherwise reflected in the aggregate, reasonably be expected Working Capital. The Companies and their respective Subsidiaries have not received written notice that the landlord with respect to be material any Real Property Lease would refuse to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets renew such Real Property Lease upon expiration of the Business, in each case free and clear of all Liensperiod thereof upon substantially the same terms, except for Permitted Liensrent increases consistent with past experience or market rentals. (d) The Leased Real Property set forth in Section 5.09(b) of the Disclosure Schedule constitutes all of the real property used or occupied by the Companies and their respective Subsidiaries. All With respect to the Real Property Leases, (i) the Companies’ and their respective Subsidiaries’ possession and quiet enjoyment of such tangible personal properties Leased Real Property has never been disturbed, and assets there are no current disputes with respect to any such Leased Real Property, (ii) no security deposit or portion thereof deposited with respect to any Real Property Lease has been applied in good working condition respect of a breach or default under such Real Property Lease which has not been redeposited in full, (ordinary wear iii) the Companies and tear exceptedtheir respective Subsidiaries do not owe any brokerage commissions or finder’s fees with respect to any Real Property Lease, and (iv) capable none of performing the functions for the Business for which they are used in all material respectsReal Property Leases is subject to any sublease, license, or other right of another party to use or occupy such Leased Real Property.

Title to Properties. (a) Section 2.11(aPart 3.21(a) of the Parent Company Disclosure Letter sets forth contains a true and complete list, as of the date of this Agreement, list of all real property leased or subleased owned by Parent the Company or any of its the Subsidiaries (solely collectively, the “Owned Real Property”) and for each parcel of Owned Real Property, contains a correct street address of such Owned Real Property. (b) Part 3.21(b) of the Company Disclosure Letter contains a true and complete list of all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the extent related to Company or any of the Business) Subsidiaries (as lessee or sublessee) (collectively, including the improvements thereon, the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to and for each Leased Real Property, a good identifies the street address of such Leased Real Property. True and valid leasehold interest in such property, in each case free and clear complete copies of all Liensagreements under which the Company or any Subsidiary thereof is the landlord, except for Permitted Liens. sublandlord, tenant, subtenant, or occupant (beach a “Real Property Lease”) Section 2.11(b) of the Parent Disclosure Letter sets forth a true and complete list, that have not been terminated or expired as of the date hereof have been made available to Parent. (c) The Company or one of this Agreement, of all real property owned in fee by Parent or any of its the Subsidiaries (solely to the extent related to the Business) (the “Owned Real Property”). The Business Companies have, or at the Closing will have, has good and marketable valid title to all of the Owned Real Property, free and clear of any all Liens except (x) statutory liens securing payments not yet due, (y) security interests, mortgages and pledges that secure indebtedness that is reflected in the most recent consolidated financial statements of the Company included in the Company SEC Reports, including the mortgages and security interests set forth in Part 3.21(c) of the Company Disclosure Letter and (z) such other than Permitted Liens. There are no leases, licenses imperfections or occupancy agreements pursuant to which any third party is granted the right to use the Owned Real Property and there are no outstanding options irregularities of title or rights of first refusal to purchase the Owned Real Property. (c) Except as would notother Liens that, individually or in the aggregate, do not and could not reasonably be expected to be material to materially affect the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets use of the Business, in each case free and clear 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. (d) The Company or one of the Subsidiaries is the lessee or sublessee of all Liens, except for Permitted LiensLeased Real Property. All such tangible personal properties Each of the Company and assets are in good working condition (ordinary wear its Subsidiaries enjoys peaceful and tear excepted) capable of performing the functions for the Business for which they are used in undisturbed possession under all material respectsReal Property Leases.

Title to Properties. (a) Section 2.11(a) of Except as set forth on Schedule 4.08(a), the Parent Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of all real property leased Company or subleased by Parent or any one of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies haveowns good title to, or at holds pursuant to valid and enforceable leases of, all of the Closing will havetangible material personal property shown to be owned or leased by it on the Latest Balance Sheet or acquired after the date hereof, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liens, and 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) Section 2.11(bThe attached Schedule 4.08(b) of the Parent Disclosure Letter sets forth a true the owner and complete list, as of the date of this Agreement, address of all real property owned in fee by Parent or any of its Subsidiaries land and buildings (solely to the extent related to the Business) (collectively, the “Owned Real Property”), owned by the Company or any of its Subsidiaries and used in the business of the Company and its Subsidiaries. The Business Companies haveCompany or one of its Subsidiaries has good, or at the Closing will have, good valid and marketable fee simple title to all each parcel of the Owned Real Property, free and clear of any Liens other than all Liens, except Permitted Liens. (c) The real property demised by the leases described on the attached Schedule 4.08(c), (the “Leased Real Property”), constitutes all of the material real property leased, subleased or otherwise occupied by the Company and its Subsidiaries. There 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 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 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 leasesother party to the leases is in default in any material respect thereunder. As of the date hereof, licenses or occupancy agreements pursuant to which any third party is granted the right to use the Owned Real Property and there are no outstanding options the Leased Real Property is the only real property used or rights maintained that is material to the conduct of first refusal to purchase the Owned Real Propertybusiness of the Company and its Subsidiaries. (cd) Except as would not, individually or in the aggregate, reasonably be expected to be material to have a Material Adverse Effect or as disclosed in Schedule 4.08(b), (i) all facilities located on the Business Owned Real Property and the Leased Real Property (the “Facilities”) have received all required approvals of governmental authorities (including, without limitation, permits and a certificate of occupancy or to other similar certificate permitting lawful occupancy of the Business CompaniesFacilities) required in connection with the operation thereof and (ii) the improvements constructed on the Facilities, taken as a whole, the Business Companies have, including all improvements owned or leased by Company at the Closing will haveFacilities, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Business, in each case free and clear of all Liens, except for Permitted Liens. All such tangible personal properties and assets are in good working operating condition (and repair, subject to ordinary wear and tear excepted) capable of performing the functions for the Business for which they are used in all material respectstear.

Title to Properties. (a) Section 2.11(a3.13(a) of the Parent Disclosure Letter Schedules sets forth a true and complete list, as of the date hereof the address of this Agreement, of all real property leased or subleased by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liens. (b) Section 2.11(b) of the 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 of its Subsidiaries (solely to the extent related to the Business) Company (the “Owned Real Property”). The Business Companies have, or at the Closing will have, Company and its Subsidiaries 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 granted the right to use the Owned Real Property and there are no outstanding options valid leasehold interests in all Leased Real Property (as defined below), except where the failure to have such good and marketable title or rights of first refusal to purchase the Owned Real Property. (c) Except as valid leasehold interests would notnot reasonably be expected to, individually or in the aggregate, reasonably have a Company Material Adverse Effect. None of the Owned Real Property or Leased Real Property is subject to any Lien, except Permitted Liens. (b) Schedule 3.13(b) hereto includes a true, complete and correct list, as of the date hereof, of (i) all Contracts under which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise uses or occupies any real property as a lessee, sublessee, licensee or occupant thereof, whether in the Company’s or any Subsidiary’s capacity as lessee, sublessee, licensee, lessor, sublessor, or licensor, as the case may be expected (such Contracts are hereby referred to be material individually as a “Real Property Lease” and collectively, as the “Real Property Leases”) and (ii) the street address of the real property that is leased, subleased, licensed or otherwise used or occupied pursuant to each Real Property Lease (each, a “Leased Real Property” and collectively, the “Leased Real Properties”). The Company has made available to Parent true, complete and correct copies of all Real Property Leases. To the Knowledge of the Company, no Person other than the Company or any of its Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. There are no parties physically occupying or using any portion of any of the Leased Real Properties nor, to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets Knowledge of the BusinessCompany, do any other parties have the right to physically occupy or use any portion of the Leased Real Properties, in each case case, other than the Company or its Subsidiaries. (c) As of the date hereof, (i) all required deposits and additional rents due to date pursuant to each Real Property Lease have been paid in full; (ii) neither the Company nor any Subsidiary has prepaid rent or any other amounts due under any Real Property Lease more than 30 days in advance; and (iii) no party has any rights of offset against any rents, required security deposits or additional rents payable under any Real Property Lease. (d) The Company and each of its Subsidiaries owns good, valid and marketable title, free and clear of all Liens, except for Liens (other than Permitted Liens), to all of their respective material Assets which are tangible in nature. All The Company and each of its Subsidiaries owns, leases under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other tangible Assets necessary for the conduct of their respective businesses as presently conducted, and all such tangible personal properties facilities, machinery and assets equipment are in good working condition (ordinary and repair and generally are adequate and suitable in all material respects for their present use, Ordinary Course wear and tear excepted) capable of performing the functions for the Business for which they are used in all material respects.

Title to Properties. (a) Section 2.11(a) of the Parent Disclosure Letter sets forth a true Sellers own good and complete list, as of the date of this Agreement, of all real property leased or subleased by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies havemarketable title to, or at the Closing will have, with respect to each Leased Real Property, hold a good and valid leasehold interest in, all of the material personal property used by them in such propertythe conduct of their business, in each case free and clear of all Liens, except for Permitted LiensLiens and Liens that will be terminated at or prior to the Closing. (b) Section 2.11(bSchedule 3.04(b) contains a list of all leases under which any material assets or properties of the Parent Disclosure Letter sets forth a true Businesses (other than real property) are leased. Each such lease is in full force and complete listeffect in all material respects. Since December 31, as 2006, to the Sellers’ Knowledge, none of the date of this Agreement, of all real property owned in fee by Parent Sellers or any 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 Purchased Subsidiary has received written notice of any Liens other than Permitted Liens. There are no leases, licenses material defaults or occupancy agreements pursuant to which material events of default under any third party is granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Propertysuch lease. (c) Schedule 3.04(c) contains a list of all leased real property leased by the Purchased Subsidiaries (the “Leased Real Property”) and a list of all leases to which such Purchased Subsidiaries are subject. Except as would notset forth on Schedule 3.04(c), individually or in with respect to each of the aggregateunderlying leases with respect to each parcel of Leased Real Property, reasonably be expected to be material to one of the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or Purchased Subsidiaries has a valid and enforceable leasehold interest in, all tangible personal properties and assets of the Business, in each case free parcel or tract of real property leased by it. Each such lease is in full force and 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 effect in all material respects. Since December 31, 2006, to the Sellers’ Knowledge, none of the Sellers or any Purchased Subsidiary has received written notice of any material defaults or material events of default under any such lease. (d) None of the Purchased Subsidiaries or Sellers owns any real property used in the Businesses. (e) To the Sellers’ Knowledge, the Acquired Assets, together with (x) the assets of the Purchased Subsidiaries, (y) the services to be provided under the Transition Services Agreements and the Supply Agreements, and (z) the Excluded Assets identified in Section 1.02 above, are sufficient for the continued operation of the Businesses after the Closing in substantially the same manner as conducted prior to the Closing in all material respects. There are no assets exclusively used in the Businesses that are owned by any Affiliates of the Sellers (other than either Seller).

Title to Properties. (a) Except as set forth on Section 2.11(a4.08(a) of the Parent DV Disclosure Letter sets forth a true Letter, the DV Entities own good and complete listmarketable title to, as or hold pursuant to valid and enforceable leases, all of the date material, tangible personal property, used or held for use by them in the conduct of this Agreement, of all real property leased or subleased by Parent or any of its Subsidiaries (solely their business that are material to the extent related to business of the Business) DV Entities (taken as lessee or sublessee) (the “Leased Real Property”a whole). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liens and Excepted Liens. (b) The real property demised by the Leases described on Section 2.11(b4.08(b)(i) of the Parent DV Disclosure Letter sets forth a true and complete list, as (the “Leased Real Property”) constitutes all of the date of this Agreement, of all real property owned leased by the DV Entities. Except as set forth on Section 4.08(b)(ii) of the DV Disclosure Letter and assuming that such Lease is a valid and binding obligation of the other counterparties thereto, the Leases are in fee full force and effect, and the applicable DV Entity holds a legal, binding, valid, enforceable and existing leasehold interest in each parcel or tract of real property leased by Parent it 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. DV has delivered or made available to Goal complete and accurate copies of each of the Leases described on Section 4.08(b)(i) of the DV Disclosure Letter and none of such Leases have been modified in any of its Subsidiaries (solely material respect, except to the extent related that such modifications are disclosed by the copies delivered or made available to Goal. None of the Business) (the “Owned Real Property”). The Business Companies haveDV Entities, and to DV’s Knowledge no other party to any such Leases, is in default, or at has delivered or received any notice of default, under any of such Leases and no event has occurred that with notice or the Closing will havepassage of time, good and marketable title to all or both, would constitute a default, or permit the termination, modification or acceleration of the Owned Real Propertyrent under any such Leases, 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 granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as except where such default would not, individually or in the aggregate, not reasonably be expected to be material to the Business or to the Business CompaniesDV Entities, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets . Except as set forth on Section 4.08(b)(iii) of the BusinessDV Disclosure Letter, (a) none of the DV Entities have subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof, and (b) none of the DV Entities have collaterally assigned or granted any other security interest in each case free and clear such Leases or any interest therein. (c) Except as set forth on Section 4.08(c) of all Liensthe DV Disclosure Letter, except for Permitted Liens. All such tangible personal properties and assets are in good working condition (ordinary wear and tear excepted) capable none of performing the functions for the Business for which they are used in all material respectsDV Entities own any real property.

Title to Properties. (a) Section 2.11(a) of the Parent Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of all real property leased The Company or subleased by Parent or any one of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies havehas valid title to, or at the Closing will have, with respect to each Leased Real Property, holds a good and valid leasehold interest in such property(or other right to use), in each case free and clear of all Liens, except for Permitted Liens. (b) Section 2.11(b) of the 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 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 granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as would not, individually or material tangible personal property used by them in the aggregateconduct of their business, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Business, in each case free and clear of all Liens, except for Permitted Liens. All Each such item of material tangible personal properties and assets are property is in all material respects in good working operating condition and repair, subject to normal wear and tear, ongoing repairs or refurbishments in the Ordinary Course of Business. (b) The Company and its Subsidiaries do not own any real property. (c) Schedule 6.12(c) contains a list of all real property leases (the “Leases”) and the address of the real property leased thereunder (the “Leased Real Property”) by the Company and its Subsidiaries from another Person. The Company has made available to Buyer a true and complete copy of the Leases. The Company and its Subsidiaries hold a good and valid leasehold interest in all of the Leased Real Property, the Company or Subsidiaries have not collaterally assigned or granted any other security interest in any Leased Real Property, other than pursuant to the Credit Agreement (as defined in the Schedules), and neither the Company nor any of its Subsidiaries has received at any time since January 1, 2020, written notice of any existing material defaults under any Lease by the Company or its Subsidiaries (as applicable) nor, to the Company’s Knowledge, are there any existing material defaults under any Lease by the lessor thereof. Each Lease is legal, valid, binding and in full force and effect, subject to proper authorization and execution of such lease by the other party and the application of any Bankruptcy and Equity Exceptions. The Company’s or its Subsidiary’s possession and quiet enjoyment of the Leased Real Property has not been disturbed, and neither the Company nor any of its Subsidiaries is in default in any material respect under any Lease. The Leased Real Property is in all material respects in good operating condition and repair, ordinary wear and tear excepted, and adequate and suitable for its current use. The Leased Real Property constitutes all real property occupied by the Company and its Subsidiaries. (d) capable Except as set forth on Schedule 6.12(d), neither the Company nor any of performing the functions for the Business for which they are used in all material respectsits Subsidiaries leases or subleases any real property to any third party.

Title to Properties. (a) Except as set forth on Section 2.11(a3.07(a) of the Parent Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of all real property leased or subleased by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse EffectSchedules, the Business Companies haveCompany owns and has good, or at the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liens. (b) Section 2.11(b) of the 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 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 granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a holds pursuant to valid leasehold interest inlease or license, all of the tangible personal properties property and assets Assets of the BusinessCompany that are material to the conduct of the Company’s business immediately before the Closing, in each case free and clear of all Liens, except for Permitted Liens. All such Except as set forth on Section 3.07(a) of the Disclosure Schedules, the Company is not a party to any agreements, options, commitments or rights with, of or to any Person to acquire, condemn, expropriate or otherwise take any of the Assets of the Company or any interest therein. The tangible personal properties and assets Assets of the Company are sufficient for the continued conduct of the business of the Company in substantially the same manner as previously conducted. Except as set forth on Section 3.07(a) of the Disclosure Schedules, the Company’s tangible Assets are in good working operating condition and repair, subject to ordinary wear and tear, and are substantially fit for use in accordance with the Company’s past practices. Other than the property subject to the Real Property Leases, neither Stockholder nor any of his Affiliates (other than the Company) possesses, or has the right to use, any Assets owned or leased by the Company. (b) The Company does not own any real property. Section 3.07(b) of the Disclosure Schedules contains a true and complete list of all material real property leases and subleases to which the Company is a party (the “Real Property Leases”). The Company has a valid leasehold interest under the Real Property Leases free and clear of all Liens, except Permitted Liens. There are no pending or, to the Company’s Knowledge, threatened condemnation or appropriation Proceedings relating to the Leased Real Property affecting adversely, in any material respect, the current use or occupancy thereof. There are no leases (other than the existing Real Property Leases), subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right to use or occupy any portion of the Leased Real Property. There is no person (other than the Company) in possession of any portion of the Leased Real Property. The Leased Real Property is supplied with utilities adequate for the current operation of the facilities thereon as conducted by the Company. The Company has not received written notice of violation of any applicable building, zoning, subdivision, or other land use or similar Law. All buildings, structures and improvements that constitute part of the Leased Real Property are in operating condition and repair (subject to ordinary wear and tear excepted) capable of performing the functions ), adequate for the Business for uses to which they are used in all being put by the Company. During the past three years there has been no material respectsdestruction, damage or casualty with respect to the Leased Real Property which has not been remedied.

Title to Properties. Unless otherwise disclosed in this Agreement or as specifically disclosed in schedule 5.13, (a) Section 2.11(a) of the Parent Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of all real property leased or subleased by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a SELLER owns good and valid leasehold interest in such propertymarketable title, in each case free and clear of all LiensLiens to all of its respective assets, except and the assets of SELLER include all assets, properties and interests in properties presently used by, related to and/or necessary for Permitted Liensthe conduct of the Business by SELLER in the ordinary course. (b) Section 2.11(b) The facilities, equipment and other tangible assets of SELLER are in good condition and repair (subject to routine maintenance and repair for similar assets of like age), fit for their particular purpose, and are usable in the ordinary course of the Parent Disclosure Letter sets forth Business. (c) Attached as Schedule 5.13 (c) is a true and complete list, as listing of all of the date fixed assets of this Agreement, SELLER. Schedule 5.13 (a) specifies the locations of all the fixed assets SELLER. (d) SELLER owns no real property owned in fee by Parent or any of its Subsidiaries (solely to the extent related to the Business) (the “Owned Real Property”). (e) Schedule 5.13 (e) contains a list and brief description of all real property leased by SELLER (the “Real Property”), as well as all buildings and other structures and material improvements located on such Real Property, the name of the lessee and the lessor, a description of the governing agreement, and any requirement of consent of or notice to the lessor to assignment, if any. The Business Companies haveReal Property constitutes all real properties used or occupied by SELLER in connection with the Business. With respect to the leased Real Property, or at SELLER is the Closing will have, good and marketable title to holder of all of the Owned leasehold estates purported to be granted by such lease and each lease is in full force and effect and constitutes a valid and binding obligation of such SELLER. The SELLER has delivered to the BUYER true and complete copies of all leases referred to on Schedule 5.13(e). (f) With respect to the Real Property, free except as set forth on Schedule 5.13(a) and clear (b): (i) no portion thereof is subject to any pending condemnation proceeding by any public or quasi-public authority and, to the best knowledge of the SELLER, there is no threatened condemnation proceeding with respect thereto; (ii) no notice of any Liens other than Permitted Liens. There increase in the assessed valuation of the Real Property and no notice of any contemplated special assessment has been received by any SELLER, and, to the best knowledge of SELLER, there is no threatened increase in the assessed valuation or special assessment pertaining to any of the Real Property; (iii) there are no leasesleases or other agreements, licenses written or occupancy agreements pursuant oral, to which any third SELLER is a party, granting to any party is granted or parties (other than SELLER) the right to of use the Owned or occupancy of any portion of any parcel of Real Property and Property; (iv) there are no outstanding options or rights parties other than SELLER in possession of first refusal to purchase any of the Owned Real Property.; (cv) Except with respect to the leased Real Property, there have been no discussions or correspondence with the respective landlords thereof concerning renewal terms for those leases scheduled to expire within twelve (12) months after the date of this Agreement; and (vi) the physical condition of the Real Property is sufficient to permit the continued conduct of the Business as would not, individually or presently conducted and as proposed to be conducted subject to the provision of usual and customary maintenance and repair performed in the aggregate, reasonably be expected Ordinary Course of Business with respect to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal similar properties of like age and assets of the Business, in each case free and 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 all material respectsconstruction.

Title to Properties. (a) Section 2.11(a) Except as set forth on the Liens Schedule, the Company and its Subsidiaries own good and marketable title to, or hold pursuant to valid and enforceable leases, all of the Parent Disclosure Letter sets forth a true and complete listpersonal property shown to be owned or leased by such entity on the Latest Balance Sheet, as of the date of this Agreement, of all real property leased or subleased by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liens, and except for assets disposed of by the Company or any of its Subsidiaries in the ordinary course of business since the date of the Latest Balance Sheet. (b) Section 2.11(bNeither the Company nor any of its Subsidiaries owns any real property in fee. (c) The real property demised by the leases described on the attached Leased Real Property Schedule (the “Leased Real Property”) constitutes all of the real property used, occupied or leased by the Company and its Subsidiaries. Except as set forth on the Leased Real Property Schedule, the Leased Real Property leases are in full force and effect, and the Company or a Subsidiary of the Company holds a valid and existing leasehold interest in the Leased Real Property under each such lease. The Company has delivered or made available to Parent Disclosure Letter sets forth a true true, correct and complete list, as copies of each of the date leases described on the Leased Real Property Schedule, and none of this Agreementsuch 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 Parent. None of all real property owned in fee by Parent the Company or any of its Subsidiaries (solely nor, to the extent related Company’s Knowledge, any other party to the Business) (Leased Real Property leases, is in default in any material respect under any of such leases. No event has occurred which, if not remedied, would result in a default by the “Owned Company or its Subsidiaries in any material respect under the Leased Real Property”). The Business Companies haveProperty leases, or at and to the Closing will haveCompany’s Knowledge, good and marketable title to all of the Owned Real Propertyno event has occurred which, free and clear of if not remedied, would result in a default by any Liens party other than Permitted Liens. There are no leases, licenses the Company or occupancy agreements pursuant to which its Subsidiaries in any third party is granted material respect under the right to use the Owned Leased Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Propertyleases. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Business, in each case free and 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 all material respects.

Title to Properties. (a) Section 2.11(a) of the Parent Disclosure Letter sets forth a true The Company and complete list, as of the date of this Agreement, of all real property leased or subleased by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies haveown good and marketable title to, or at the Closing will have, with respect to each Leased Real Property, hold a good and valid leasehold interest in, all of the material personal property used by them in such propertythe conduct of their business, in each case free and clear of all Liens, except for Permitted LiensLiens and Liens that will be terminated at or prior to the Closing. 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) Section 2.11(b) of the Parent Disclosure Letter sets forth The Leased Real Property Schedule contains a true and complete list, as of the date of this Agreement, list of all material real property owned in fee leased by Parent or any of the Company and its Subsidiaries (solely to the extent related to the Business) (the “Owned Leased Real Property”). The Business Companies haveCompany has delivered to Purchaser a true and complete copy of the underlying lease with respect to each parcel of Leased Real Property (each, a “Lease”). Except as set forth on the Leased Real Property Schedule, with respect to each of the Leases: (i) either the Company or at one (1) of its Subsidiaries has a valid and enforceable leasehold interest in each parcel or tract of real property leased by it (subject to proper authorization and execution by the Closing will haveother party thereto and subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights or to general principles of equity); (ii) neither the Company nor any of its Subsidiaries has received written notice of any existing material defaults thereunder by the Company or its Subsidiaries (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 which (with notice, lapse of time or both) would constitute a material breach or default thereunder by the Company or its Subsidiaries (as applicable) or 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. With respect to each parcel of real property listed on the Owned Real Property Schedule: (i) either the Company or a Subsidiary of the Company owns good and marketable title to all such parcel of the Owned Real Propertyreal property, free and clear of any Liens all Liens, other than (A) real estate Taxes and installments of special assessments not yet delinquent, (B) easements, covenants, conditions and restrictions of record, (C) utility easements, building restrictions, zoning restrictions and other easements and restrictions which are not violated in any material respect by existing usage of and improvements on such property (except for any such violations which are not, individually or in the aggregate, material to such property), (D) public roads and highways, (E) other encumbrances and exceptions set forth on the Owned Real Property Schedule, and (F) Permitted Liens. There ; (ii) there are no leases, licenses subleases, licenses, concessions or other agreements entered into by or otherwise to the knowledge of the Company or any Subsidiary granting to any party or parties the right of use or occupancy agreements pursuant of any portion of such parcel of real property other than those constituting Permitted Liens granted by or otherwise to which the knowledge of the Company or any third party is granted the right to use the Owned Real Property and Subsidiary; and (iii) there are no outstanding options or rights of first refusal to purchase the Owned Real Propertysuch parcel of real property, any portion thereof or interest therein. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Business, in each case free and 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 all material respects.

Title to Properties. (a) Section 2.11(a) Except as set forth on the attached Schedule 4.07(a), one of the Parent Disclosure Letter sets forth Xxxxxxx’x Companies owns good and marketable title to, or holds pursuant to a true valid and complete listenforceable lease for, as all of the date of this Agreementpersonal property used by the Xxxxxxx’x Companies, of all real property leased or subleased by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liens. (b) Section 2.11(bThe real property demised by the leases described on the attached Schedule 4.07(b) (the “Leased Real Property”) constitutes all of the Parent Disclosure Letter sets real property leased by the Xxxxxxx’x Companies. Except as set forth a true on the attached Schedule 4.07(b), the Leased Real Property leases are in full force and effect, subject to proper authorization and execution of each such lease by the other party and the application of any bankruptcy or creditor’s rights laws or general principles of equity. The Company has delivered or made available to Buyer complete listand accurate copies of each of the leases described on Schedule 4.07(b), and none of the 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. No Xxxxxxx’x Company has received any written or, to the Company’s knowledge, oral notice that the owner of the Leased Real Property has made any assignment, mortgage or pledge of the lease underlying such Leased Real Property. None of the Xxxxxxx’x Companies is in default in any material respect under any of such leases. The zoning of each parcel of Leased Real Property permits the existing improvements and uses of the Xxxxxxx’x Companies, subject to no variance, conditional use permits or other special use restrictions. Each of the buildings, structures and improvements situated on the Leased Real Property is in useable operating condition and repair, reasonable wear and tear excepted. None of the buildings, structures and improvements situated on the Leased Real Property, during the period of time during which such Leased Real Property has been owned or leased, as applicable, by any Xxxxxxx’x Company, has been damaged by fire or other casualty except for such damage as has been fully repaired and restored prior to the date of this Agreement. All of the systems located at or on the Leased Real Property, including, without limitation, heating, ventilation, plumbing, electrical and air conditioning systems, and wiring, paving, roofing and other amenities, are in working order. There has not been any recent material interruption in the delivery of adequate service of any utilities, including, water supply, propane gas or natural gas, storm and sanitary sewer facilities, electric power and telephone facilities, or other public authorities required in the operation of the business currently conducted at the Leased Real Property and none of the Xxxxxxx’x Companies has experienced any material disruptions to its operations arising out of any recurring loss of electrical power, any water penetration, any flooding problems or limitations to access to public sewer and water, restrictions on septic service, etc. (c) None of the Xxxxxxx’x Companies owns any real property. (d) The tangible personal property used by the Xxxxxxx’x Companies is in useable operating condition and repair, reasonable wear and tear excepted. (e) Every chief executive office of each Xxxxxxx’x Company during the five (5) year period ending on the date of this Agreement is set forth on Schedule 4.07(e) attached hereto. Every office where each Xxxxxxx’x Company keeps or kept its records concerning any “account,” as defined in Article 9 of the UCC as in effect on the date of this Agreement, during the five (5) year period ending on the date of all real property owned in fee by Parent or any of its Subsidiaries (solely to the extent related to the Business) (the “Owned Real Property”this Agreement is set forth on Schedule 4.07(e). 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 granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Business, in each case free and 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 all material respects.

Title to Properties. (a) Section 2.11(a) The Company or one of its Subsidiaries owns good and marketable title to or holds pursuant to valid and enforceable leases, all of the Parent Disclosure Letter sets personal property shown to be owned by them on the Latest Balance Sheet, free and clear of all Liens, security interests and other encumbrances, except for Permitted Liens. Except as would not be material to the Company and its Subsidiaries taken as a whole, all material personal property and assets shown to be owned by the Company and its Subsidiaries on the Latest Balance Sheet has been maintained in accordance with the Company’s and its Subsidiaries’ normal practices and are in usable condition for the operation of the business, ordinary wear and tear and aging excepted. (b) Neither the Company nor any of its Subsidiaries owns any real property. (c) The real property demised by the leases described on the attached Leased Real Property Schedule (the “Leased Real Property”) constitutes all of the real property used or leased by the Company and its Subsidiaries. Except as set forth a true on the attached Leased Real Property Schedule, the Leased Real Property leases are in full force and effect, subject to proper authorization and execution of such lease by the other party and the application of any bankruptcy or creditor’s rights Laws or general principles of equity. The Company has delivered or made available to Buyer complete listand accurate copies of each of the leases described on the Leased Real Property Schedule, as and none of the 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. As of the date of this Agreement, of all real property leased or subleased by Parent or neither the Company nor any Subsidiary is in default in any material respect under any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liensleases. (bd) Section 2.11(b) of The improvements and fixtures on the 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 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 granted the right to use the Owned Leased Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Businessare, in each case free and clear of all Liensmaterial respects, except for Permitted Liens. All such tangible personal properties and assets are in good working condition (operating condition, ordinary wear and tear excepted) , and are capable of performing being used for their intended purposes. To the functions knowledge of the Company, no portion of the Leased Real Property, or any building or improvement located thereon, materially violates any Law, including those Laws relating to zoning, building, land use, fire, air, sanitation and noise control. Except for the Business for which they are used in all material respectsPermitted Liens, to the knowledge of the Company, no Leased Real Property is subject to any decree or order of any Governmental Entity or any such order threatened or proposed, or any rights of way, building use restrictions, exceptions, variances, reservations or limitations.

Title to Properties. (a) Section 2.11(a) of the Parent Disclosure Letter sets forth a true The Company and complete list, as of the date of this Agreement, of all real property leased or subleased by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would notown good, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies havevalid and marketable title to, or at the Closing will have, with respect to each Leased Real Property, hold a good and valid leasehold interest in, all of the material real and personal property used by them in such propertythe conduct of their business, in each case free and clear of all Liens, except for Permitted LiensLiens and Intellectual Property. 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) Section 2.11(b) The Leased Real Property Schedule contains a list of all real property leased by the Parent Disclosure Letter sets forth Company and its Subsidiaries (the "Leased Real Property"). The Company has delivered to the Purchaser a true and complete listcopy of the underlying lease (and all modifications, amendments, and supplements thereto) with respect to each parcel of Leased Real Property (each, a "Lease"). Except as set forth on the Leased Real Property Schedule, with respect to each of the Leases: (i) either the Company or one (1) of its Subsidiaries has a valid and enforceable leasehold interest in each parcel or tract of real property leased by it (subject, as to enforceability, to applicable bankruptcy, insolvency and similar laws affecting the rights of the date parties thereto generally and to general principles of this Agreement, equity (regardless of all real property owned whether enforcement is sought in fee by Parent a proceeding in equity or at law)); (ii) neither the Company nor any of its Subsidiaries (solely is in material default thereunder nor, to the extent related Company's knowledge, are there any existing material defaults by the lessor thereof; and (iii) no event has occurred which (with notice, lapse of time or both) would constitute a material breach or default thereunder by the Company or its Subsidiaries (as applicable) or, to the BusinessCompany's knowledge, any other party thereto. (c) Neither the Company nor any of its Subsidiaries owns any real property. (the “Owned Real Property”). The Business Companies have, or at the Closing will have, good and marketable title to all d) All of the Owned Real Propertybuildings, free fixtures, structures and clear of any Liens other than Permitted Liens. There are no leases, licenses or occupancy agreements pursuant to which any third party is granted improvements situated on the right to use the Owned Leased Real Property are in all material respects in good condition and there are repair and free from material defects, subject to normal wear and tear, ongoing repairs or refurbishments in the ordinary course and obsolescence in the ordinary course. (e) There is no outstanding options pending or, to the Company's knowledge, threatened material condemnation or rights of first refusal to purchase eminent domain proceeding, special assessment, rezoning or moratorium affecting the Owned Leased Real Property. (cf) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties The current use and assets operation of the BusinessLeased Real Property does not violate, in each case free and clear any material respect, any Law, covenant, condition, restriction, easement, license, permit or contract. (g) Neither the Company nor any of all Liensits Subsidiaries has any claims, except liability or obligations for Permitted Liens. All such tangible personal properties and assets are brokerage commissions, finders' fees or similar fees, commissions or compensations in good working condition (ordinary wear and tear excepted) capable of performing connection with the functions for the Business for which they are used in all material respectsLeased Real Property.

Title to Properties. (a) The real property demised by the leases (the "Leases") described under the caption referencing this Section 2.11(a) 4.10 in the Disclosure Schedule constitutes all of the Parent Disclosure Letter sets forth a true and complete listreal property used or occupied by Seller (collectively, as the "Real Property"). The Real Property has access, sufficient for the conduct of the date Business as now conducted, to public roads and to all utilities, including electricity, sanitary and storm sewer, potable water, natural gas and other utilities, used in the operation of the Business at that location. (b) The Leases are in full force and effect and Seller holds (i) a valid and existing leasehold interest under the Leases for the term set forth under such caption in the Disclosure Schedule and (ii) subject to the Assignment of Purchase Option, a valid purchase option for the Chicago Facility as described under the caption referencing this AgreementSection 4.10 in the Disclosure Schedule. Seller has delivered to Buyer complete and accurate copies of the Leases, of all real property leased or subleased by Parent or and the Leases have not been modified in any of its Subsidiaries (solely respect, except to the extent related that such modifications are disclosed by the copies delivered to Buyer. Seller is not in material default, 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 the Leases; nor, to the Businessknowledge of Seller, is any other party to the Leases in material default. (c) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a Seller owns good and valid leasehold interest in such property, in each case marketable title to the owned Assets free and clear of all Liensliens and encumbrances, except for Permitted Liensthe property subject to the Leases. (bd) Section 2.11(b) The section of the Parent Disclosure Letter Schedule referencing Section 1.01(a) sets forth a true listing of all the Assets located in the computer room at the Chicago Facility and complete list, as a physical count of the date of this Agreement, of all real property desktop and laptop computers owned by Seller and used by Seller in fee by Parent or any of its Subsidiaries (solely to the extent related to the Business) (. Except for the “Owned Real Property”). The Business Companies haveExcluded Assets, the Assets to be transferred to Buyer at Closing, which are either owned or at the Closing will haveleased or licensed under valid agreements by Seller, good and marketable title to constitute all of the Owned Real Propertyassets necessary for or used in the conduct of the Business in the Ordinary Course of Business. All of the tangible Assets are in good condition and repair, free ordinary wear and clear tear excepted, and are usable in the Ordinary Course of any Liens other than Permitted LiensBusiness. There are no leasesmaterial defects in such Assets. After September 30, licenses 1999, Seller has not sold, assigned, transferred, distributed, conveyed or occupancy agreements pursuant suffered any loss or otherwise disposed of any tangible assets used in the Business as of September 30, 1999, other than dispositions of tangible assets in the Ordinary Course of Business. (e) Seller is not in violation of any applicable zoning, ordinance or other law, regulation or requirement relating to which the operation of any third party is granted properties used, and Seller has not received any notice of any such violation, or the right existence of any condemnation proceeding with respect to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (cf) Except as would not, individually Seller has no knowledge of improvements made or in the aggregate, reasonably be expected contemplated to be material made by any public or private authority, the costs of which are to be assessed as special Taxes or charges against any of the Real Property, and there are no present assessments. (g) Seller has not conducted any business that relates to the Business or to under the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Business, in each case free and 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 all material respectsdomain names that constitute Excluded Assets.

Title to Properties. (a) Section 2.11(a) Except as set forth on Schedule 3.8(c), each Company or one of the Parent Disclosure Letter sets forth a true Company Subsidiaries owns good title to, or holds pursuant to valid, binding and complete listenforceable leases, as all of the date of this Agreement, of all real personal property leased or subleased used by Parent or any of its Subsidiaries (solely to the extent related to it in the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liens. (b) Section 2.11(b) of the 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 No Company or Company Subsidiary (including any of its Subsidiaries (solely applicable predecessor prior to the extent related to the BusinessSeller Reorganization) (the “Owned Real Property”). The Business Companies haveowns, or at the Closing will havehas ever owned, 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 granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Propertyreal property. (c) The real property demised by the leases listed on Schedule 3.8(c) (the “Real Property Leases”) constitutes all of the real property leased by any Company or Company Subsidiary (the “Leased Real Property”) and, except as set forth on Schedule 3.8(c), includes all real property necessary for the conduct of the Business as currently conducted and is adequate to conduct the operations of the Companies and the Company Subsidiaries as currently conducted. Except as would notset forth on Schedule 3.8(c), individually the Real Property Leases are in full force and effect, and a Company or Company Subsidiary holds a valid and enforceable 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. Each Company and each Company Subsidiary, as applicable, enjoys peaceful and quiet possession of its Leased Real Property. The Sellers have Made Available to the Purchasers true and complete copies of each Real Property Lease, and none of such leases have been modified in any material respect, except to the extent that such modifications are disclosed by the copies Made Available to the Purchasers. No Company or Company Subsidiary is in default in any material respect under any Real Property Lease and neither, to the Sellers’ Knowledge, is any other party thereto. To the Sellers’ Knowledge, neither any Company nor any Company Subsidiary has received written notice that any lessor under any Real Property Lease has taken action in respect of, or threatened in writing to terminate, such lease before the expiration date specified therein. (d) The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned, leased, or used in the aggregateBusiness by any Company or Company Subsidiary, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, together with all tangible personal other properties and assets of the BusinessCompanies and the Company Subsidiaries (and including the assets and services contemplated to be provided pursuant to the Transition Services Agreement), constitute, in each case free and clear all material respects, all of all Liens, except for Permitted Liens. All such the tangible personal properties property rights, property and assets are necessary to conduct the Business as currently conducted. Such tangible personal property is in good working operating condition (ordinary and repair, normal wear and tear excepted) capable . Except as set forth on Schedule 3.8(d), all properties or assets of performing the functions any type required for the Business for which they are used and not held by a Company or a Company Subsidiary prior to the Seller Reorganization has been (or, except as listed on Schedule 2.2(a), prior to Closing, will be) transferred to the applicable Company or Company Subsidiary in all material respectsconnection with the Seller Reorganization.

Title to Properties. (a) Section 2.11(a) The Company and each of the Parent Disclosure Letter sets forth a true its subsidiaries has good and complete list, as of the date of this Agreement, of marketable title in fee simple to all real property leased or subleased and good title to all personal property owned by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such propertythem, in each case free and clear of all Liensliens, security interests, pledges, charges, encumbrances, encroachments, restrictions, mortgages and defects, except for Permitted Liens. (b) Section 2.11(b) as disclosed in the Registration Statement, the Time of Sale Prospectus or such as do not materially and adversely affect the Parent Disclosure Letter sets forth value of such property and do not interfere with the use made or proposed to be made of such property by the Company or the particular subsidiary; any real property, buildings, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid, existing and enforceable leases, with such exceptions as are disclosed in the Time of Sale Prospectus or are not material and do not interfere with the use made or proposed to be made of such property, buildings, improvements, equipment and personal property by the Company or such subsidiary; the Company or a true and complete listsubsidiary has obtained an owner’s or leasehold title insurance policy, as of the date of this Agreementfrom a title insurance company licensed to issue such policy, of all on any real property owned in fee or leased, as the case may be, by Parent the Company or any subsidiary, that insures the Company’s or the subsidiary’s fee or leasehold interest, as the case may be, in such real property, which policies are in full force and effect and include commercially reasonable exceptions, and with coverages in amounts at least equal to amounts that are generally deemed in the Company’s industry to be commercially reasonable in the markets where the Company’s properties are located and true and complete copies of its Subsidiaries such title policies (solely including all underlying title documents) have been provided to the extent related to the Business) (the “Owned Real Property”). The Business Companies have, Underwriters 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 granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title totheir counsel, or a valid leasehold interest in, all tangible personal properties lender’s title insurance policy insuring the lien of its mortgage securing the real property with coverage equal to the maximum aggregate principal amount of any indebtedness held by the Company or a subsidiary and assets of secured by the Business, in each case free and 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 all material respectsreal property.

Title to Properties. (a) The real property owned by the Company or demised by the leases (the "Leases") described under the caption referencing this Section 2.11(a) 2.11 in the Disclosure Schedule constitutes all of the Parent Disclosure Letter sets forth a true and complete listreal property owned, as used or occupied by the Company (the "Real Property"). The Real Property has access, sufficient for the conduct of the date Company's business as now conducted, to public roads and to all utilities, including electricity, sanitary and storm sewer, potable water, natural gas and other utilities, used in the operation of this Agreementthe business of the Company at that location. (b) The Leases are in full force and effect, and the Company holds a valid and existing leasehold interest under each of all real property leased or subleased by Parent or the Leases for the term set forth under such caption in the Disclosure Schedule. The Company has delivered to Buyer complete and accurate copies of each of the Leases, and none of the Leases has been modified in any of its Subsidiaries (solely material respect, except to the extent related that such modifications are disclosed by the copies delivered to Buyer. The Company is not in default, 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 Businessactual knowledge of the Sellers, is any other party to any of the Leases in default. (c) (as lessee or sublessee) (the “Leased The Company owns good and marketable title to each parcel of Real Property”). Except as would not, individually or Property identified in the aggregate, reasonably be expected to have a Business Material Adverse Effect, Disclosure Schedule under the Business Companies have, or at caption referencing this Section 2.11 as being owned by the Closing will have, with respect Company and to each Leased Real Propertyof the tangible properties and tangible assets reflected on the Latest Balance Sheet or acquired since the date thereof, a good and valid leasehold interest in such property, in each case free and clear of all Liensliens and encumbrances, except for Permitted Liens(i) liens for current taxes not yet due and payable, (ii) liens set forth under the caption referencing this Section 2.11 in the Disclosure Schedule, (iii) the properties subject to the Leases, (iv) assets disposed of since the date of the Latest Balance Sheet in the ordinary course of business, (v) liens imposed by law and incurred in the ordinary course of business for obligations not yet due to carriers, warehousemen, laborers and material men, (vi) liens in respect of pledges or deposits under workers' compensation laws, all of which liens aggregate less than $5,000. (bd) Section 2.11(bThe Company owns, or leases under valid leases, all buildings, machinery, equipment and other tangible assets necessary for the conduct of its business as currently conducted. (e) Neither the Sellers nor, to the actual knowledge of the Parent Disclosure Letter sets forth a true and complete listSellers, as the Company, have received any notice of any violation of any applicable zoning ordinance, or the existence of any condemnation proceeding with respect to any of the date of this Agreement, of all real property owned in fee by Parent or any 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 granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Businessexcept, in each case free and clear case, with respect to violations the potential consequences 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 which do not or will not have a material adverse effect on the functions for the Business for which they are used in all material respectsCompany.

Title to Properties. (a) Neither the Company nor any Subsidiary owns any real property. The real property covered by the leases (the "Leases") described under the caption referencing this Section 2.11(a) 3.09 in the Disclosure Letter constitutes all of the Parent Disclosure Letter sets forth a true real property rented, used or occupied by the Company and complete listthe Subsidiaries (the "Real Property"). The Real Property has direct access, 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 date 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 this Agreement, of all real property leased or subleased by Parent or any each of its Subsidiaries (solely Leases, and none of the Leases has been modified in any respect, except to the extent related that such modifications are disclosed by the copies delivered to the BusinessCompany. 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 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 hypothecations, liens and encumbrances, 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. 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 lessee currently conducted. (e) Neither the Company nor any Subsidiary is in violation in any material respect of any applicable zoning ordinance or sublessee) (other law, regulation or requirement relating to the “Leased 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 as would not, except, in each case, with respect to violations the potential consequences of which do not or are not reasonably likely, individually or in the aggregate, reasonably be expected to have a Business Company Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liens. (b) Section 2.11(b) of the 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 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 granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Business, in each case free and 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 all material respects.

Title to Properties. (a) Section 2.11(a) of the Parent Disclosure Letter sets forth a true The Company and complete list, as of the date of this Agreement, of all real property leased or subleased by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies havehold good and marketable title to, or at the Closing will have, with respect to each Leased Real Property, hold a good and valid leasehold interest in, all of the material personal property used by them in such propertythe conduct of their business, in each case free and clear of all Liens, except for Permitted LiensLiens and Liens that will be terminated at or prior to the Closing. Each such item of material personal property is in operable condition and repair, subject to normal wear and tear. (b) Section 2.11(b) The attached Leased Real Property Schedule contains a list of all real property leased, licensed or operated through a use agreement by the Parent Disclosure Letter sets forth Company and its Subsidiaries (the “Leased Real Property”). The Company has delivered to Purchaser a true and complete list, as copy of the date underlying lease or respective agreement with respect to each parcel of this AgreementLeased Real Property (each, a “Lease”). Except as set forth on the Leased Real Property Schedule, with respect to each of the Leases: (i) either the Company or one (1) of its Subsidiaries has a valid and enforceable (in accordance with its terms) leasehold interest in each Leased Real Property leased by it; (ii) there are no existing material defaults thereunder by the Company or its Subsidiaries (as applicable) or, to the Company’s knowledge, the lessor thereof; and (iii) no event has occurred which (with notice, lapse of time or both) would constitute a material breach or default thereunder by the Company or its Subsidiaries (as applicable) or, to the Company’s knowledge, any other party. (c) The attached Owned Real Property Schedule, contains a list of all real property owned owned, in fee whole or in part, by Parent or any of the Company and its Subsidiaries (solely to the extent related to the Business) (the “Owned Real Property”). The Business Companies have, With respect to each parcel of Owned Real Property: (i) either the Company or at a Subsidiary of the Closing will have, Company holds good and marketable title to all such parcel of the Owned Real Property, free and clear of any Liens all Liens, other than (A) real estate Taxes and installments of special assessments not yet delinquent, (B) public roads and highways, (C) other encumbrances and exceptions set forth on the Owned Real Property Schedule, and (D) Permitted Liens. There ; (ii) to the Company’s knowledge, there are no leases, licenses subleases, licenses, concessions or other agreements (other than as may be a matter of record disclosed by the title commitments made available to the Purchaser by the Company prior to the date hereof) granting to any party or parties the right of use or occupancy agreements pursuant to which of any third party is granted the right to use the portion of such parcel of Owned Real Property and Property; and (iii) to the Company’s knowledge, there are no outstanding options or rights of first refusal to purchase the any Owned Real Property, any portion thereof or interest therein (other than as may be a matter of record disclosed by the title commitments made available to the Purchaser by the Company prior to the date hereof). (cd) Except as would not, individually or During the past three (3) years there has not been any material prolonged interruption in the aggregatedelivery of adequate service of any utilities required in the operation of the business of the Company and its Subsidiaries currently conducted at the Real Property and, to the knowledge of the Company or its Subsidiaries, no fact or condition exists which would reasonably be expected to be cause any material to interruption during the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Business, in each case free and 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 all material respectscurrent operating season.

Title to Properties. (a) Except as set forth on Section 2.11(a3.08(a) of the Parent Company Disclosure Letter sets forth a true Letter, the Company and complete list, as of the date of this Agreement, of all real property leased or subleased by Parent or any each of its Subsidiaries (solely owns good and marketable title to, or holds 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 extent related to business of the Business) Target Companies (taken as lessee or sublessee) (the “Leased Real Property”a whole). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liens. (b) The real property demised by the Leases described on Section 2.11(b3.08(b)(i) of the Parent Company Disclosure Letter sets forth a true and complete list, as (the “Leased Real Property”) constitutes all of the date of this Agreement, of all real property owned leased by the Target Companies. Except as set forth on Section 3.08(b)(ii) of the Company Disclosure Letter and assuming that such Lease is a valid and binding obligation of the other counterparties thereto, the Leases are in fee full force and effect, and either the Company or one of its Subsidiaries holds a legal, binding, valid, enforceable and existing leasehold interest in each parcel or tract of real property leased by Parent it 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 Purchaser complete and accurate copies of each of the Leases described on Section 3.08(b)(i) of the Company 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. Neither the Company nor any of its Subsidiaries (solely Subsidiaries, and to the extent related Company’s Knowledge no other party to the Business) (the “Owned Real Property”). The Business Companies haveany such Leases, is in default, or at has delivered or received any notice of default, under any of such Leases and no event has occurred that with notice or the Closing will havepassage of time, good and marketable title to all or both, would constitute a default, or permit the termination, modification or acceleration of the Owned Real Propertyrent under any such Leases, 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 granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as except where such default would not, individually or in the aggregate, not reasonably be expected to be material to the Business or to the Business Target Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets . Except as set forth on Section 3.08(b)(iii) of the BusinessCompany Disclosure Letter, (a) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof, and (b) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in each case free and clear such Leases or any interest therein. (c) Neither the Company nor any of all Liensits Subsidiaries owns any real property. (d) FGH owns no personal property, except for Permitted Liens. All such tangible personal properties and assets are real property, leased real property or any other asset other than its shares in good working condition (ordinary wear and tear excepted) capable of performing the functions for the Business for which they are used in all material respectsCompany.

Title to Properties. Except (a) Section 2.11(a) of the Parent Disclosure Letter sets as set forth a true on Schedule 4.12 and complete list, as of the date of this Agreement, of all real property leased or subleased by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liens. (b) Section 2.11(bfor Permitted Encumbrances, (i) of the Parent Disclosure Letter sets forth a true Entities have good and complete list, as of the date of this Agreement, of marketable title to all real property owned in fee by Parent or the Entities (specifically excluding any Rights-of-Way) and used by the Entities in the conduct of its Subsidiaries the business as conducted by the Entities as of the date hereof (solely to the extent related to the Business) (the “Owned Real Property”). The Business Companies have, or at ; (ii) the Closing will have, good Entities have a valid leasehold interest in all real property leased by the Entities and marketable title to all used by the Entities in the conduct of the Owned business as conducted by the Entities as of the date hereof (“Leased Real Property”); (iii) the Entities have Rights-of-Way in favor of the Entities as are necessary for the Entities to own, free use and clear operate the Assets in the manner that such assets and properties are currently owned, used and operated in accordance with the terms of any Liens other than Permitted Liens. There are no leases, licenses or occupancy agreements pursuant to which any third party is granted each Right-of-Way (“Entity Rights-of-Way”); (iv) regarding the right to use instruments creating the Owned Real Property and Interests, there are no outstanding options material violations, defaults or rights breaches thereunder, or existing facts or circumstances which upon notice or the passage of first refusal to purchase time or both will constitute a material violation, default or breach thereunder; (v) the Owned Entities have operated and maintained the Real Property. Property in compliance with all terms and provisions of the instruments creating the Real Property Interests; and (cvi) Except as would not, individually no Entity has received or in the aggregate, reasonably be expected to be material given any written notice of default or claimed default under any instruments relating to the Business or Real Property Interests and is not participating in any negotiations regarding any material modifications thereof. There is no pending or, to the Business CompaniesKnowledge of HoldCo, threatened condemnation of any Real Property Interests (excluding Rights-of-Way) by any Governmental Authority that would materially interfere overall with the conduct of the businesses of the Entities, taken as a whole, as conducted by the Business Companies have, or at Entities on the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Business, in each case free and 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 all material respectsdate hereof.

Title to Properties. (a) Section 2.11(a) of the Parent Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of all real property leased or subleased by Parent or Neither Solstice nor any of its Subsidiaries owns any real property. (solely to the extent related to the Businessb) (as lessee Solstice or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, one of its Subsidiaries has a good and valid leasehold interest in such propertyall real property leased or purported to be leased, or otherwise occupied or permitted to be occupied, by any Solstice Party or any of its Subsidiaries, whether as sublessor, tenant, subtenant or otherwise (the “Solstice Leased Real Property” and the lease, sublease or other occupancy agreement, the “Solstice Real Property Leases”). Section 4.15(b) of the Solstice Disclosure Letter sets forth a complete and accurate list of all Solstice Leased Real Property, the location of the premises and each document comprising the Solstice Real Property Leases, including all amendments thereto and guarantees thereof. No Solstice Party nor any Subsidiary thereof has assigned, transferred, conveyed, mortgaged, deeded in each case trust or otherwise encumbered any interest in the leasehold or subleasehold. All Solstice Leased Real Property is supplied with utilities and other services necessary for the operation of said facilities as currently operated. Each Solstice Real Property Lease is in full force and effect and will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing. (c) Solstice or one of its Subsidiaries owns or leases all of the material personal property reflected on the most recent balance sheet included in the financial statements included in the Solstice Reports, free and clear of all Liens, except for Permitted Liens. (b) Section 2.11(b) to the extent disposed of in the Parent Disclosure Letter sets forth a true and complete list, as ordinary course of business since the date of this Agreement, of all real property owned in fee by Parent or any of its Subsidiaries (solely to the extent related to the Business) (the “Owned Real Property”)such balance sheet. The Business Companies have, or at the Closing will have, Solstice Parties and their respective Subsidiaries 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 granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good valid title to, or a in the case of leased properties and assets, valid leasehold interest interests or other comparable contractual rights in, all material tangible personal properties and assets assets, real, personal and mixed, necessary for the conduct of the Businesstheir respective businesses, in each case free and clear of all Liens. (d) To the knowledge of Solstice, the Solstice Leased Real Property and the equipment of Solstice and its Subsidiaries used in the operations of their respective businesses are (i) suitable for the uses to which they are currently employed, (ii) in good operating condition and repair, subject to normal wear and tear, (iii) regularly and properly maintained, (iv) not obsolete, dangerous or in need of renewal or replacement, except for Permitted Liens. All such tangible personal properties renewal or replacement in the ordinary course of business, and assets are in good working condition (ordinary wear and tear exceptedv) capable of performing the functions for the Business for which they are used in all free from any material respectsdefects or deficiencies.

Title to Properties. (a) Section 2.11(a) Except as set forth on the Liens Schedule and except for such property and assets transferred or otherwise disposed of in the ordinary course of business consistent with past practice, the Company and its Subsidiaries own good and marketable title to, or hold pursuant to valid and enforceable leases, all of the Parent Disclosure Letter sets forth a true personal property and complete listassets used by them, as of located on their premises or shown to be owned by it on the date of this AgreementLatest Balance Sheet, of all real property leased or subleased by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liens. (b) Section 2.11(bThe real property demised by the leases described on the attached Leased Real Property Schedule (the "Leased Real Property") constitutes all of the Parent Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of all real property owned in fee leased by Parent or the Company and its Subsidiaries. Except as set forth on the attached Leased Real Property (c) Except as set forth on the attached Owned Real Property Schedule, neither the Company nor any of its Subsidiaries (solely owns any real property. With respect to each parcel of real property listed on the extent related to the Business) Owned Real Property Schedule (the “"Owned Real Property”). The Business Companies have, "): (i) either the Company or at the Closing will have, a Subsidiary owns good and marketable title to all such parcel of the Owned Real Propertyreal property, free and clear of any all Liens as of the Closing Date, other than Permitted Liens and other encumbrances and exceptions set forth on the Owned Real Property Schedule; (ii) the Company has received no written notice of, and, to the Company's knowledge, there do not exist and there has not been threatened, any pending condemnation or eminent domain proceedings, lawsuits or administrative actions relating to Owned Real Property which would adversely affect the current use, occupancy or value thereof; (iii) except as set forth on the Owned Real Property Schedule, and except for Permitted Liens. There , there are no leases, licenses subleases, licenses, concessions or other agreements to which the Company or any 36 of its Subsidiaries is a party granting to any party or parties the right of use or occupancy agreements pursuant to which of any third party is granted the right to use the Owned Real Property and portion of such parcel of real property; (iv) there are no outstanding options or rights of first refusal to purchase such parcel of Owned Real Property, any portion thereof or interest therein; (v) to the Company's knowledge, the Owned Real Property has direct access to a public street adjoining such property or has access to a public street via valid easements benefiting such Owned Real Property, and such access is not dependent on any land or other real property interest which is not included in the Owned Real Property. (c) Except as would not. None of the Owned Real Property, individually including the improvements and fixtures thereon, is dependent for its access, use or operation on any land, building, improvement or other real property interest which is not included in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Business, in each case free and 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 all material respects.Owned Real Property; and

Title to Properties. (a) Section 2.11(a) of the Parent Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of all real property leased or subleased by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liens. (b) Section 2.11(b) of the 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 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, LBI owns good and marketable title to all of the Owned Real Propertypersonal property shown on the Latest LBI Balance Sheet, free and clear of any all Liens other than (except for Permitted Liens), except for dispositions of personal property since the Latest LBI Balance Sheet in the ordinary course of business, which dispositions were not material in amount. (b) The real property demised by the leases described on the LBI LEASED REAL PROPERTY SCHEDULE constitutes all of the real property leased, subleased, licensed or otherwise used or occupied by LBI or any of its Subsidiaries. There The leases described on the LBI LEASED REAL PROPERTY SCHEDULE are no in full force and effect, and LBI or a Subsidiary of LBI holds a valid and existing leasehold interest under each such lease. USAuto either has been supplied with a true and correct copy of each of the leases described on the LBI LEASED REAL PROPERTY SCHEDULE, and none of such leases have been modified in any material respect (except to the extent that such modifications are disclosed by the copies of such leases delivered to USAuto). Neither LBI nor any of its Subsidiaries (nor, to LBI's Knowledge, any other Person) is in default in any material respect under any of such leases. Neither LBI nor any of its Subsidiaries has (i) subleased, licenses licensed or occupancy agreements pursuant to which otherwise granted any third party is granted other Person the right to use or occupy any portion of the Owned Real Property and there are no outstanding options real property demised by such leases or rights of first refusal to purchase the Owned Real Property(ii) collaterally assigned or granted any other security interest in such leases. (c) Except as would notset forth on the LBI OWNED REAL PROPERTY SCHEDULE, individually neither LBI nor any of its Subsidiaries owns any real property or in the aggregate, reasonably be expected possesses any option or right to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Business, in each case free and 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 all material respectspurchase any real property.

Title to Properties. (a) Section 2.11(a‎Section 3.12(a) of the Parent Disclosure Letter sets forth a true true, complete and complete list, as of the date of this Agreement, correct list of all real property leased or subleased owned by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) Company (the “Leased Owned Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to The Company and its Subsidiaries have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free marketable title to all Owned Real Property and clear none of all Liensthe Owned Real Property is subject to any Lien, except for Permitted Liens. (b) Section 2.11(b‎Section 3.12(b) of the Parent Disclosure Letter sets forth a true true, complete and complete list, as of the date of this Agreement, correct list of all real property owned in fee leased by Parent the Company or its Subsidiaries (each, a “Leased Real Property” and collectively, the “Leased Real Properties”). The Company has made available to Acquiror true, complete and correct copies of all leases relating to the Leased Real Properties. No Person other than the Company or any of its Subsidiaries (solely has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. There are no parties physically occupying or using any portion of any of the Leased Real Properties nor do any other parties have the right to physically occupy or use any portion of the Leased Real Properties, in each case, other than the Company or its Subsidiaries. With respect to the extent related to Leased Real Properties, the Business) (the “Owned Real Property”). The Business Companies have, or at the Closing will have, good Company and marketable title to all each of the Owned Real Propertyits Subsidiaries is in material compliance with such leases and holds a valid and enforceable leasehold interest therein, free and clear of any Liens Liens, other than Permitted Liens. There are As of the date hereof, (i) all required deposits and additional rents due to date regarding each Leased Real Property have been paid in full, (ii) neither the Company nor any Subsidiary has prepaid rent or any other amounts due regarding any Leased Real Property more than 30 days in advance, (iii) no leasesparty has any rights of offset against any rents, licenses required security deposits or occupancy agreements additional rents payable under regarding any Leased Real Property, (iv) the lessor or sublessor, as the case may be, in respect of any Leased Real Property has completed all tenant improvement work and other alterations required to be performed by such party pursuant to which any third party is granted the right to use the Owned each Real Property and Lease, (v) there are no outstanding options third-party Contracts in effect to which the Company or rights any of first refusal to purchase its Subsidiaries is a party for the Owned performance of any repairs, work, and/or capital improvements at any Leased Real Property, and there is currently no ongoing construction work in, on, or about any Leased Real Property other than maintenance and repairs being performed in the Ordinary Course, and (vi) there are no leasing commissions due from the Company nor any Subsidiary in respect of any Leased Real Property. (c) Except as would notThe Company and each of its Subsidiaries owns good, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies havevalid and marketable title, or at the Closing will have, good title to, or holds a valid and enforceable leasehold interest ininterest, all tangible personal properties and assets of the Businessas applicable, in each case free and clear of all Liens, except for Liens (other than Permitted Liens. All such ), to all of their respective material Assets which are 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 all material respectsnature.

Title to Properties. (a) Except as set forth on Section 2.11(a4.11(a) of the Parent Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of all real property leased or subleased by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse EffectSchedule, the Business Companies haveCorporation has good, valid and marketable title to, or at the Closing will have, with respect to each Leased Real Property, a good valid and valid enforceable leasehold interest in such property(or other valid and enforceable right to use), in each case all of the tangible personal property and assets owned by it or shown to be owned by it on the Interim Financial Statements, free and clear of all Liens, except for Permitted LiensLiens or assets disposed of in the ordinary course of business since the date of the Interim Financial Statements. (b) The real property demised by the leases described on Section 2.11(b4.11(b)(i) of the 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 of its Subsidiaries (solely to the extent related to the Business) Schedule (the “Owned Leased Real Property”). The Business Companies have, or at the Closing will have, good and marketable title to ) constitutes all of the Owned real property leased by the Corporation. Except as set forth on Section 4.11(b)(ii) of the Disclosure Schedule, the Leased Real PropertyProperty leases are in full force and effect, free subject to proper authorization and clear execution of such lease by the other party and the application of any Liens other than Permitted Liensbankruptcy or creditor’s rights laws. There are no The Corporation has made available to the Buyer complete and accurate copies of each of such leases, licenses or occupancy agreements pursuant to which . The Corporation is not in default in any third party is granted the right to use the Owned Real Property and there are no outstanding options or rights material respect under any of first refusal to purchase the Owned Real Propertysuch leases. (c) Except as would notThe Corporation does not own any real property. (d) The Corporation has not received any pending written notice from any landlord or sublandlord or any of their respective agents of the termination of any such leases. The Corporation has not subleased, individually assigned or in the aggregate, reasonably be expected to be material transferred any of its rights with respect to the Business Leased Real Property, nor has the Corporation entered into any agreement to do so. (e) The Leased Real Property is supplied with utilities and other services necessary for the operation of the business conducted by the Corporation. No portion of the Leased Real Property is subject to any pending condemnation or other proceeding by any Governmental Authority, and to the Business CompaniesSeller’s Knowledge, taken as there is no threatened condemnation or other proceeding with respect thereto. There are no (i) contracts or other agreements, written or oral, to which the Corporation is a wholeparty, granting to any party or parties the Business Companies have, right of use or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets occupancy of any portion of the Business, parcels of the Leased Real Property or (ii) parties (other than the Corporation) in each case free and clear possession 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 all material respectsLeased Real Property.

Title to Properties. (a) Section 2.11(a) The Company and the Subsidiaries own good title to, or a valid leasehold interest in, all of the Parent Disclosure Letter sets forth a true personal property and complete list, as of the date of this Agreement, of all real property leased assets (whether tangible or subleased by Parent or any of its Subsidiaries intangible (solely except to the extent related to such property is an Intellectual Property Right which is covered in Section 5.10)) reflected on the Business) financial statements described in Section 5.05 (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or other than inventory and other assets disposed of in the aggregateordinary course of business after the dates thereof), reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liens. (b) Section 2.11(b) Neither the Company nor any of the Parent Subsidiaries owns any real property. The real property demised by the leases described on the Disclosure Letter sets forth a true and complete list, as Schedules (the “Leased Real Property”) constitutes all of the date of this Agreement, of all real property owned leased by the Company and the Subsidiaries. The Leased Real Property leases are in fee full force and effect, subject to proper authorization and execution of such lease by Parent the other party to such lease, 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 equitable remedies. The Seller has delivered or made available to the Buyer complete and accurate copies of each of the leases described on the Disclosure Schedules, and none of the leases have been modified in any of its Subsidiaries (solely material respect, except to the extent related that such modifications are disclosed by the copies delivered or made available to the Business) (Buyer. Neither the “Owned Real Property”)Company nor any of the Subsidiaries is in default in any material respect under any of such leases. The Business Companies have, or at assets used in the Closing will have, good and marketable title to all conduct 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 granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets business of the BusinessCompany and its Subsidiaries are owned, in each case free and 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 leased or licensed by the functions for the Business for which they are used in all material respectsCompany or its Subsidiaries.

Title to Properties. (a) Section 2.11(a) of the Parent Disclosure Letter sets forth a true The Company and complete list, as of the date of this Agreement, of all real property leased or subleased by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies haveown good and marketable title to, or at the Closing will have, with respect to each Leased Real Property, hold a good and valid leasehold interest in, all of the material personal property used by them in such propertythe conduct of their business, in each case free and clear of all Liens, except for Permitted LiensLiens and Liens that will be terminated at or prior to the Closing. Each such item of personal property is in all material respects in good operating condition and repair, subject to normal wear and tear, ongoing repairs or refurbishments in the ordinary course and obsolescence in the ordinary course. (b) Section 2.11(b) of the Parent Disclosure Letter sets forth The Leased Real Property Schedule contains a true and complete list, as of the date of this Agreement, list of all real property owned in fee leased by Parent or any of the Company and its Subsidiaries (solely to the extent related to the Business) (the “Owned Leased Real Property”). The Business Companies have, or at the Closing will have, good Company has delivered to Purchaser a true and marketable title to all complete copy of the Owned underlying lease and all amendments, modifications, supplements, non-disturbance agreements, and consents thereto with respect to each parcel of Leased Real PropertyProperty (each, free a “Lease”). Except as set forth on the Leased Real Property Schedule, with respect to each of the Leases: (i) either the Company or one (1) of its Subsidiaries has a valid and clear enforceable leasehold interest in each parcel or tract of real property leased by it and each Lease is legal, valid, binding, enforceable and in full force and effect; (ii) neither the Company nor any of its Subsidiaries has received written notice of any Liens existing or potential defaults thereunder by the Company or its Subsidiaries (as applicable) nor, to the Company’s knowledge, are there any existing defaults by the lessor thereof; (iii) no event has occurred which (with notice, lapse of time or both) would constitute a material breach or default thereunder by the Company or its Subsidiaries (as applicable) or, to the Company’s knowledge, any other than Permitted Liens. There are no leasesparty thereto; (iv) the transactions contemplated by this Agreement do not require the consent of any other party to such Lease, licenses will not result in a breach of or occupancy agreements pursuant default under such Lease, and will not otherwise cause such Lease to which cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (v) neither the Company nor any third party is of its Subsidiaries have subleased, licensed or otherwise granted any person or entity the right to use the Owned or occupy such Leased Real Property or any portion thereof; and (vi) neither the Company nor any of its Subsidiaries have collaterally assigned or granted any or lien, encumbrance or right in such Lease or any interest therein; (vii) the Company’s or its Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed and, to the Company’s knowledge, there are no outstanding options disputes with respect to such Lease; and (viii) neither the Company or rights any of first refusal to purchase the Owned Real PropertySubsidiaries have exercised any renewal or extension or other option under any Lease. (c) Except as would not, individually or in Neither the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets Company nor any of the Business, in each case free and 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 all material respectsits Subsidiaries has ever owned any real property.

Title to Properties. (a) Section 2.11(a) Each of the Parent Disclosure Letter sets forth Company and its Subsidiaries have possession of and good and valid title to, or hold a true valid leasehold interest in or has the right to use, free and complete listclear of Liens (except Permitted Liens), all of the assets and rights, including personal property, necessary for, or used in the conduct of, the business of the Company and its Subsidiaries as presently conducted and as reflected in the Financial Statements, other than assets sold or otherwise disposed of in the Ordinary Course of Business since the date of this Agreementthe Balance Sheet. The assets and rights reflected in the Financial Statements or acquired after the date of the Balance Sheet are sufficient for the continued conduct of the business of the Company and its Subsidiaries in substantially the same manner as presently conducted and constitute all of the rights, property and assets necessary to conduct the business of the Company and its Subsidiaries in substantially the same manner as currently conducted. The personal property, including machinery, equipment and other tangible assets, of the Company and its Subsidiaries is free from material defects (patent and latent), has been maintained in all material respects in accordance with normal industry practice, is in good operating condition and repair, subject to normal wear and tear, and is suitable in all material respects for the purposes for which it presently is used and presently proposed to be used. (b) The Company and its Subsidiaries do not have any Owned Real Property. (c) Schedule 2.07(c) contains a list of all real property leased or subleased by Parent each of the Company and its Subsidiaries as of the date hereof (the "Leased Real Property"). The Company and its Subsidiaries have delivered to Purchaser a true, correct and complete copy of the underlying lease with respect to each parcel of Leased Real Property, including all amendments, extensions, renewals, guaranties and other Contracts with respect thereto (each, a "Lease"). Except as set forth on Schedule 2.07(c), with respect to each of the Leases: (i) it is in full force and effect, enforceable in accordance with its terms and either the Company or one of its Subsidiaries has a valid, binding and enforceable leasehold interest in each parcel or tract of real property leased by the Company or its Subsidiaries and such Company or Subsidiary enjoys peaceful and undisturbed possession of the Leased Real Property; (ii) none of the Company or its Subsidiaries have received notice of any existing or potential material defaults thereunder by the Company or such Subsidiary (as applicable) nor, to the knowledge of the Company, are there any existing material defaults by the lessor thereof; and (iii) no event has occurred which (with notice, lapse of time or both) would constitute a material breach or default thereunder by the Company or any of its Subsidiaries (solely as applicable) or, to the extent related to knowledge of the Business) Company, any other party thereto and the Company or any of its Subsidiaries (as lessee applicable) has paid all rent and other expenses due and payable under each such Lease. The present use and operation of the Leased Real Property is authorized by, and is in compliance with, in all material respects, all applicable zoning, land use, building, and fire Laws and other legal requirements. There are no subleases, licenses, occupancy agreements or sublessee) (other contractual obligations that grant the “right of use, occupancy, possession, lease or enjoyment of any of the Leased Real Property to any Person other than the Company and its Subsidiaries, and there is no Person in possession of any of the Leased Real Property other than the Company and its Subsidiaries. The Company or its Subsidiaries have not collaterally assigned, pledged, mortgaged, deeded in trust, or otherwise granted a Lien on any Lease or any interest therein, including its leasehold interest in any of the Leased Real Property”). (d) To the knowledge of the Company, there are no outstanding options or other contractual rights 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 receive any portion of the income or profits from the sale thereof. Except as None of the Company or its Subsidiaries have any contractual obligation, nor has entered into any contract to purchase or sell any real property. (e) The Company or any of its Subsidiaries has not received any written, or, to the knowledge of the Company, oral, notice of existing, pending or threatened (i) Legal Proceedings, including any condemnation or eminent domain proceedings threatened against or affecting the Leased Real Property or any portion thereof or interest therein, or (ii) zoning, building code or other moratorium proceedings, or similar matters, which would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, materially and adversely affect the Business Companies have, or at ability to operate the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear Property as currently operated. Neither the whole nor any material portion of all Liens, except for Permitted Liensany Leased Real Property has been damaged or destroyed by fire or other casualty. (bf) Section 2.11(b) The Leased Real Property is sufficient for the continued conduct of the Parent Disclosure Letter sets forth a true business of the Company and complete list, its Subsidiaries after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the real property necessary to conduct the business of the Company and its Subsidiaries as currently conducted. The Company or its Subsidiaries have obtained all Permits that are required by Law for the current uses of the Leased Real Property for the conduct of the business as currently conducted and as planned to be conducted as of the date of this Agreement. The use and operation of the Leased Real Property in the conduct of the business of the Company and its Subsidiaries does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. (g) No material improvements constituting a part of all the Leased Real Property encroach on real property owned in fee or leased by Parent a Person other than the Company or any of its Subsidiaries (solely to the extent related to the Business) (the “Owned Real Property”)Subsidiaries. The Business Companies haveimprovements located on the Leased Real Property or constituting part thereof, or at are in good operating condition and repair, and are suitable, adequate and sufficient in all material respects for the Closing will have, good and marketable title to all of the Owned purposes for which such Leased Real Property, free and clear of any Liens other than Permitted LiensProperty is currently used. There are no leasesmaterial defects in the roof, licenses or occupancy agreements pursuant to which footings, foundation, sprinkler mains, structural, mechanical and HVAC systems and masonry walls in any third party is granted of the right to use improvements upon the Owned Leased Real Property. The Leased Real Property is supplied with utilities and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Business, in each case free and 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 other services necessary for the Business for which they are used in all material respectsoperation thereof as the same is currently operated.

Title to Properties. (a) Except as set forth on Section 2.11(a4.08(a) of the Parent Disclosure Letter sets forth a true and complete listSchedules, as each of the date of this AgreementAcquired Entities has good and valid title to, of or valid indefeasible and existing leasehold interests in, a valid easement or fee estate, or other contractual rights to, all real property leased or subleased by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (collectively, the “Leased Real Property”). Except as would not, individually or in and tangible personal property that are reasonably necessary to the aggregate, reasonably be expected to have a Business Material Adverse Effect, operation of the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such propertyas presently conducted, in each case free and clear of all Liens except Permitted Liens. Seller has made available to 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, “Rights-of-Way”) pursuant to which any Acquired Entity uses or occupies any Real Property, as a grantee of an easement estate or license in Real Property, in connection with the Business, including all modifications, amendments, supplements, waivers, side letters thereto (collectively, the “Real Property Agreements”), together with all title policies, title commitments, title abstracts, title opinion letters and the 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 for Permitted Liensas affecting the rights of creditors generally or principles of equity. (b) Except as set forth on Section 2.11(b4.08(b) of the Parent Disclosure Letter sets forth a true Schedules, and complete listexcept for immaterial defects, failures or imperfections which, individually or in the aggregate, would not reasonably be expected to materially impair the use or operation of the Pipeline as presently conducted, (i) each Pipeline is covered, in all material respects, by Rights-of-Way in favor of an Acquired Entity, recorded or filed, as of the date of this Agreement, of all real property owned in fee by Parent or any of its Subsidiaries (solely applicable and if and to the extent related required in accordance with Law to be so recorded or filed, in the Business) (the “Owned Real Property”). The Business Companies have, appropriate public or at the Closing will have, good and marketable title to all official records of the Owned Real Propertycounty or parish where the property covered thereby is located or with the office of the applicable State Pipeline Regulatory Agency, free and clear (ii) the Rights-of-Way that cover the Initial System establish, in all material respects, a contiguous and continuous right of any Liens other than Permitted Liens. There way for the Initial System such that the Acquired Entities are no leasesable to construct, licenses operate, and maintain the Initial System in, over, under or occupancy agreements pursuant to which any third party is granted across the right to use land covered thereby in the Owned Real Property same way that a prudent owner and there are no outstanding options or rights of first refusal to purchase the Owned Real Propertyoperator 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 (i) 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 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 notconstitute 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, individually or on the part of any other party thereto. (d) The material tangible properties used in the aggregate, reasonably be expected to be material to operation of the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Business, in each case free and 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 have been maintained in all material respectsrespects in the same manner as a prudent operator would maintain such 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 jurisdiction to do so with respect to all or any portion of the Pipeline System.

Title to Properties. (a) Section 2.11(a) The Company or one of its Subsidiaries has valid title to or the Parent Disclosure Letter sets forth a true and complete list, as of right to use all personal property used by the date of this Agreement, of all real property leased or subleased by Parent Company or any of its Subsidiaries (solely to in connection with the extent related to business conducted by the Business) (as lessee or sublessee) Company and the Company’s Subsidiaries (the “Leased Real Personal Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liens. (b) Section 2.11(b) of the 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 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 granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Business, in each case free and clear of all Liens, except for Permitted Liens. All such The Personal Property constitutes all of the tangible personal properties property reasonably necessary for the continued ownership, use and assets are operation of the business conducted by the Company and its Subsidiaries consistent in all material respects with the practices of the Company and its Subsidiaries as of the date of this Agreement. Section 5.11(a) of the Disclosure Schedule lists each lease of the Company or any of its Subsidiaries that is treated as a capital lease under GAAP, and the principal amount outstanding, as of June 30, 2018, under the terms of each such capital lease. The Personal Property, when taken as a whole, is (i) in good working condition order and repair (ordinary wear and tear excepted) capable and (ii) in suitable and adequate condition for continued use by the - 23 - Company and its Subsidiaries in the ordinary course of performing business consistent with its past practices, subject in each case to ordinary course maintenance and replacement. Neither the functions for Company nor any of its Subsidiaries have deferred outside of the Business for which they ordinary course of business any material maintenance of any item of Personal Property. Other than inventory in transit or on consignment in the ordinary course of business, the Personal Property is located on the Real Property. (b) The real property leased by the Company or its Subsidiaries pursuant to the leases (including any ground leases), subleases, licenses, and other occupancy agreements, including without limitation, any modification, amendment, extension, renewal, guaranty, and other agreements described on Section 5.11(b) of the Disclosure Schedule (as amended, the “Real Property Leases”) constitutes all of the real property leased by the Company and its Subsidiaries (the “Leased Real Property”). True and complete copies of each Real Property Lease have been provided to the Buyer. As of the date of this Agreement: (i) all rents, additional rents, and other sums, expenses, and charges due and payable by the Company or any of its Subsidiaries pursuant to the Real Property Leases have been paid; (ii) there is no breach, default, or event of default by the Company or any of its Subsidiaries under the Real Property Leases, and to the Company’s Knowledge, there is no occurrence, condition, or act which, the giving of notice, passage of time, or happening of a further event or condition would become a default or event of default by the Company or any of its Subsidiaries under the Real Property Leases; and (iii) there are used no material disputes with the lessor with respect to the Real Property Leases; and (iv) neither the Company nor any of its Subsidiaries owes any unpaid brokerage commission with respect to any of the Real Property Leases. (c) Section 5.11(c) of the Disclosure Schedule lists all real property owned by the Company or any of its Subsidiaries (the “Owned Real Property” and, together with the Leased Real Property, the “Real Property”). The Company or one of its Subsidiaries has good and marketable fee simple title to the Owned Real Property free and clear of all Liens, in each case other than Permitted Liens. There are no subleases, licenses, occupancy agreements or other Contracts that grant any Person the right of use or occupancy of any Real Property or the right to purchase any Real Property or any portion thereof or interest therein, and there is no Person in possession of any Real Property other than the Company and its Subsidiaries. Neither the Company nor any of its Subsidiaries are a party to any Contract or option to purchase any real property or an interest therein. The Real Property is all of the real property utilized in the business conducted by, and the operations of, the Company and its Subsidiaries consistent in all material respectsrespects with the past practices of the Company and its Subsidiaries since December 31, 2017. (d) The Company and its Subsidiaries have made available to Buyer copies of all existing surveys, title policies, property reports, and zoning reports pertaining to the Leased Real Property and the Owned Real Property that are within the Company’s and its Subsidiaries’ possession or control. (e) The Company and its Subsidiaries have the right and authority to use and operate all of the improvements located on the Real Property, subject to applicable Laws and Permitted Liens, and with respect to the Leased Real Property, subject to the terms of the Real Property Leases. Such improvements are being used, occupied, and maintained in all material respects by the Company and its Subsidiaries in accordance with all applicable Contracts, Permits, Laws, insurance requirements, and easements, restrictions, building setback lines, covenants and reservations of record. Certificates of occupancy and all other material Permits, authorizations, and approvals required by any Governmental Authority having jurisdiction over the Real Property, if any, have been issued for the Company’s or its Subsidiaries’ occupancy of each of such improvements and all such Permits, authorizations and approvals, if any, have been paid for and are in full force and effect. As of the date hereof, no material casualty has occurred with respect to the improvements located on any of the Real Property which remains unremedied. As of the date hereof, there is no pending or, to the Company’s Knowledge, threatened condemnation, eminent domain or similar Proceeding or special assessment affecting any of the Real Property, nor as of the date hereof has the Company, or any of the Company’s Subsidiaries received notification that any such Proceeding or special assessment is contemplated. (f) Other than the Material Contracts, or immaterial Contracts that may be terminated by the Company or its Subsidiaries without penalty upon thirty (30) days’ notice or less, there is no property management agreement or other Contract concerning the operations of the Real Property or the improvements located thereon that will be binding on the Company or any of its Subsidiaries, the Real Property, or the improvements located thereon following the Closing.

Title to Properties. (a) Section 2.11(a4.12(a) of the Parent Company Disclosure Letter Schedule sets forth a true and complete listforth, as of the date of this Agreement, the address of each Leased Real Property and a true and complete list of all real property leased or subleased by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leases for each such Leased Real Property”), copies of which (including all amendments, modifications, supplements and rent deferral agreements thereto) have been provided to Parent. Except as would notfor those matters which have not had, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to the Leased Real Property and each of the Leases: (i) the Company and each of its Subsidiaries hold good and valid leasehold estates or, as the case may be, leasehold interests as tenants in each parcel of Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Liens (other than Permitted Liens) and no other Person has any occupancy or use rights for any of the Leased Real Property; (ii) each Lease is legal, valid, binding, enforceable and in full force and effect against the Company and each of its Subsidiaries party thereto and, to the Company’s Knowledge, the other party thereto, subject, in each case, to the Equitable Exceptions and any Pandemic Measure; and (iii) neither the Company nor any of its Subsidiaries is in breach or default (or has received any written notice regarding any alleged breach or default) under any such Lease, 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. There has been, to the Company’s Knowledge, no rent deferred under any Lease due to COVID-19 or otherwise that is currently unpaid or outstanding. (b) The Leased Real Property identified on Section 2.11(b4.12(a) of the Parent Company Disclosure Letter sets forth a true Schedule constitutes all of the real property used or occupied by the Company and complete list, its Subsidiaries as of the date of this Agreement, of all real property owned in fee by Parent . (c) United PanAm Financial Corp. or any one of its Subsidiaries (solely to Subsidiaries, as the extent related to the Business) (the “Owned Real Property”). The Business Companies havecase may be, or at the Closing will have, owns good and marketable title to, or holds pursuant to all valid and enforceable licenses or leases, the material tangible personal property and material tangible assets reflected in the Financial Statements as of the Owned Real PropertyBalance Sheet Date or acquired since such date (except for assets disposed of since the Balance Sheet Date in the Ordinary Course of Business), free and clear of any all Liens other than Permitted Liens. There are no leases, licenses except to the extent failure to so own or occupancy agreements pursuant hold such tangible properties and tangible assets has not had and would not reasonably be expected to which any third party is granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as would notbe, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business CompaniesCompany and its Subsidiaries, taken as a whole, . (d) Neither the Business Companies have, Company nor any of its Subsidiaries owns or at holds (or has the Closing will have, good title to, right or obligation to purchase) a valid leasehold fee simple interest in, all tangible personal properties and assets of the Business, in each case free and 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 all material respectsany real property.

Title to Properties. (a) Section 2.11(a) of Except as set forth on Schedule 3.07(a), the Parent Disclosure Letter sets forth a true Company and complete list, as of the date of this Agreement, of all real property leased or subleased by Parent or any each of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies haveowns good title to, or at holds pursuant to valid and enforceable leases, all of the Closing will havetangible personal property and tangible assets shown to be owned or leased by it on the Latest Balance Sheet, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liens, and such tangible personal property and tangible assets are all of the assets used in or necessary for the conduct of the Business as it is being conducted as of the date hereof. (b) Section 2.11(b) of the Parent Disclosure Letter sets forth a true The leasehold and complete listsubleasehold estates and other rights to use or occupy any land, as of the date of this Agreementbuildings, of all structures, improvements, fixtures or other interests in real property owned in fee held by Parent the Company or any of its Subsidiaries described on Schedule 3.07(b) (solely the "Leased Real Property") constitute all of the real property leased, subleased or licensed by the Company and its Subsidiaries. Except as set forth on Schedule 3.07(b), the leases, subleases, licenses, concessions and other agreements (written or oral) pursuant to which the Company or any of its Subsidiaries holds any Leased Real Property, including the right to all security deposits and other amounts and instruments deposited by or on behalf of the Company or any of its Subsidiaries thereunder (together with all amendments, extensions, renewals, guaranties and other agreements with respect thereto, the "Leases") are in full force and effect, and either the Company or one of its Subsidiaries holds a legal, valid and existing leasehold interest under each such Lease, free and clear of all liens and encumbrances, except for Permitted Liens, and, to the Company's knowledge, the 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 bankruptcy laws, other similar laws affecting creditors' rights and general principles of equity affecting the availability of specific performance and other equitable remedies. The Company has made available to the Purchaser complete and accurate copies of each of the Leases described on Schedule 3.07(b), and in the case of any oral Lease, a written summary of the material terms of such Lease, and none of such Leases have been modified in any material respect except to the extent related that such modifications are disclosed by the copies delivered or made available to the BusinessPurchaser. Neither the Company nor any of its Subsidiaries is in default in any material respect 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 any such Lease. The Company's or Subsidiary's possession and quiet enjoyment of the Leased Real Property under the Leases to the extent such Leases granted the Company or Subsidiaries with quiet enjoyment of the Leased Real Property has not been disturbed and there are no ongoing material disputes with respect to any Lease. No security deposit or portion thereof deposited with respect to any such Lease has been applied in respect of a breach or default under any such Lease which has not been redeposited in full. Except as set forth on Schedule 3.07(b), 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 such Lease or any portion thereof. Neither the Company nor any Subsidiary owes, or will owe in the future, any brokerage commissions or finder's fees with respect to any such Lease. Neither the Company nor any Subsidiary has collaterally assigned or granted any other security interest in any such Lease or any interest therein. (c) (The Owned Real Property described on Schedule 3.07(c) constitutes all of the “real property owned by the Company and its Subsidiaries. Schedule 3.07(c) sets forth the address and description of each Owned Real Property”). The Business Companies have, With respect to each Owned Real Property: (i) the Company or at Subsidiary (as the Closing will have, case may be) has good and marketable indefeasible fee simple title to all of the such Owned Real Property, free and clear of all liens and encumbrances, except Permitted Liens, (ii) except as set forth in Schedule 3.07(c), neither the Company nor any Liens Subsidiary has leased or otherwise granted to any Person (other than Permitted Liens. There are no leasesthe Company or its Subsidiaries, licenses or occupancy agreements pursuant to which any third party is granted as applicable) the right to use the or occupy such Owned Real Property or any portion thereof; and (iii) other than the right of Purchaser pursuant to this Agreement, there are no outstanding options options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. Neither the Owned Company nor any Subsidiary is a party to any agreement or option to purchase any real property or interest therein. (d) The Real Property comprises all of the real property used or intended to be used in, or otherwise related to, the Business. The Improvements are sufficient for the operation of the Business and are free from any material structural deficiencies or latent defects. (e) All certificates of occupancy, permits, licenses, franchises, approvals and authorizations (collectively, the "Real Property Permits") of all Governmental Authorities, board of fire underwriters, associations or any other entities having jurisdiction over the Real Property, which are required to use or occupy the Real Property or operate the Business on the Real Property as currently conducted, have been issued and are in full force and effect, except for any Real Property Permit the failure of which to be issued or to be in full force and effect would not reasonably be expected to result in a Company Material Adverse Effect. Schedule 3.07(e) lists all material Real Property Permits held by the Company or any Subsidiary with respect to each Real Property. The Company has delivered or otherwise made available to Purchaser true and complete copies of all Real Property Permits obtained by the Company or any of its Subsidiaries with respect to the Business. The Company has not received any written notice from any Governmental Authority or other entity having jurisdiction over the Real Property threatening a suspension, revocation, modification or cancellation of any Real Property Permit and, to the Company's knowledge, there is no reasonable basis for the issuance of any such notice or the taking of any such action. The transactions contemplated hereby will not adversely affect the Purchaser's ability to continue to operate the Business under the material Real Property Permits without the consent or approval of the issuing Governmental Authority or entity, and no disclosure, filing or other action by the Company is required in connection herewith, and Purchaser shall not be required to assume any additional material liabilities or obligations under the material Real Property Permits as a result hereof. (f) Each parcel of Real Property has access to a public street either directly or by way of an easement. None of the Improvements or any portion thereof is dependent for its access, use or operation on any land, building, improvement or other real property interest which is not included in the Real Property. (cg) Except as would notTo the Company's knowledge, individually all water, oil, gas, electrical, steam, compressed air, telecommunications, sewer, storm and waste water systems and other utility services or in systems for the aggregate, Real Property have been installed and are operational and reasonably be expected to be material to sufficient for the operation of the Business as currently conducted thereon, and all hook-up fees or to the Business Companies, taken as a whole, the Business Companies have, other similar fees or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Business, charges have been paid in each case free and 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 all material respectsfull.

Title to Properties. (a) Section 2.11(a) Except as set forth on the Liens Schedule, the Company or one of its Subsidiaries have valid title to, or a valid leasehold interest in (or other right to use), all of the Parent Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of all real personal property leased or subleased shown to be owned by Parent it or any of its Subsidiaries on the Latest Balance Sheet and to all the property and assets acquired after the date thereof by the Company or any of its Subsidiaries, free and clear of all Encumbrances, except for Permitted Liens or assets disposed of in the ordinary course of business since the date of the Latest Balance Sheet. (solely to b) The real property demised by the extent related to leases described on the Business) (as lessee or sublessee) attached Leased Real Property Schedule (the “Leased Real Property”)) constitutes all of the real property leased by the Company and its Subsidiaries. Except as would set forth on the attached Leased Real Property Schedule, the Leased Real Property leases are in full force and effect, and there is not, individually under any of such leases, any existing default or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies haveevent of default (or event with which notice or lapse of time, or at both, would constitute a default) that would give rise to a claim against the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liens. (b) Section 2.11(b) of the 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 Company or any of its Subsidiaries (solely Subsidiaries, 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 Purchaser complete and accurate copies of each of the leases described on the Leased Real Property Schedule, and none of the leases have been modified in any material respect, except to the extent related that such modifications are disclosed by the copies delivered or made available to Purchaser. To the BusinessCompany’s Knowledge, neither the Company nor any of its Subsidiaries is in default in any material respect under any of such leases. (c) Except as set forth on the attached Owned Real Property Schedule, neither the Company nor any of its Subsidiaries owns any real property. With respect to each parcel of real property listed on the Owned Real Property Schedule (the “Owned Real Property”). The Business Companies have) as of the date hereof, either the Company or at the Closing will have, good and marketable one of its Subsidiaries holds fee simple title to all such parcel of the Owned Real Property, free and clear of any Liens all Encumbrances as of the Closing Date, other than Permitted Liens. There are no leases, licenses or occupancy agreements pursuant to which any third party is granted the right to use Liens and other Encumbrances set forth on the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real PropertySchedule. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Business, in each case free and 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 all material respects.

Title to Properties. (a) Section 2.11(aSchedule 3.8(a) of the Parent Disclosure Letter sets forth contains a true true, correct and complete list, as of the date of this Agreementhereof, of all real property leased premises leased, subleased, licensed or subleased otherwise occupied by Parent the Company (collectively, the "Leased Premises"), including the address, parties, current annual rent, security deposit and term (including any renewal) of each Real Property Lease (as defined below) of the Leased Premises and the current use (or any uses) of its Subsidiaries (solely such Leased Premises. Prior to the extent related date hereof, the Company has provided to the BusinessPurchaser a true, correct and complete copy of each lease, sublease, license, occupancy or similar agreement granting the Company possession of or a right to use or occupy any Leased Premises (each, a "Real Property Lease") (as lessee and all amendments or sublessee) (the “Leased Real Property”)modifications thereto. Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effectset forth on Schedule 3.8(a), the Business Companies haveCompany has, or at and shall have as of the Closing will haveClosing, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in title to each case free and clear of all Liens, except for Permitted Liens. (b) Section 2.11(b) of the 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 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 PropertyLeased Premises, free and clear of any Liens Lien or encumbrance, other than Permitted Liens. Except as set forth on Schedule 3.8(a), (i) each Real Property Lease is a valid and binding obligation of the Company, (ii) each Real Property Lease is in full force and effect and is enforceable against the Company, 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 equitable remedies, and to the Company's Knowledge grants in all material respects, the leasehold estate or right of use or occupancy therein purported to be granted, (iii) the current use of the Leased Premises complies in all material respects with the terms of the Real Property Lease and, to the Company's Knowledge, all applicable Laws, and the Company has not received notice of any material violation of any Laws, (iv) the Company has not, nor, to the Company's Knowledge, has any other party thereto (including the lessor or sublessor thereunder) violated or waived any material terms or conditions of 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 Real Property Lease, have been performed in all material respects, and 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 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. There are no other material leases, licenses subleases, licenses, occupancy or occupancy other agreements pursuant to which any third party is granted granting the Company the right to use or occupy any premises other than the Owned Leased Premises and the 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 and there are no outstanding options 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 rights held for use by the Company in connection with, necessary for the conduct of, or otherwise material to, the operation or conduct of first refusal to purchase the Owned Real Propertybusiness of the Company. (c) Except as would notset forth on Schedule 3.8(c), individually (i) none of the Leased Premises are subject to, and the Company has not received notice of any condemnation, expropriation or other proceedings in eminent domain pending, proposed or threatened with respect to, any of the aggregate, Leased Premises by any Governmental Authority which has had or could reasonably be expected to be material have a Company Material Adverse Effect on continued use and operation of the Leased Premises, (ii) to the Business Company's Knowledge, there is no Order outstanding, nor any action, claim, suit or proceeding pending or, to the Business CompaniesCompany's Knowledge, taken 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 a wholeset forth on Schedule 3.8(d), to the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest inCompany's Knowledge, all tangible personal properties buildings, structures and assets other improvements on any of the BusinessLeased Premises and all fixtures thereto are structurally sound with no material defects and are in good operating condition and repair, in each case free subject to normal wear and clear tear, and are adequate for the use and operation of all Lienssuch Leased Premises and require no maintenance, repairs or replacements, except for Permitted Liensordinary routine maintenance, repairs or replacements, which are not material in nature or cost. All such tangible personal properties and assets are in good working condition (For the purpose of this Section 3.8(d), ordinary wear and tear excepted) capable routine maintenance shall include the Company's existing program of performing the functions for the Business for which they are used in all material respectsrenovating its stores on a regular basis.

Title to Properties. (a) Except as set forth on Section 2.11(a4.7(a) of the Parent Disclosure Letter sets forth a true Schedule, the Company or its Subsidiaries own good title to, or holds pursuant to valid and complete listenforceable leases, as all of the date of this Agreementpersonal property shown to be owned or leased by it on the Latest Balance Sheet, of all real property leased or subleased by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a good and valid leasehold interest in such property, in each case free and clear of all Liens, except for Permitted Liens, and except for assets disposed of by the Company or its Subsidiaries in the Ordinary Course of Business consistent with past practices since the date of the Latest Balance Sheet. All such personal property is in good operating condition and repair as required for use in the Company’s and its Subsidiaries business (ordinary wear and tear excepted). The assets, properties and rights of the Company and its Subsidiaries reflected in the Latest Balance Sheet (including the notes thereto) or acquired since the Latest Balance Sheet comprise all assets, properties and rights necessary and sufficient for the conduct of their business as currently conducted. True, complete and accurate copies of any personal property leases have been delivered to Purchaser. Neither the Company nor any of its Subsidiaries has received any written notice of any default or any event that with notice or lapse of time, or both, would constitute a default, by the Company or any of its Subsidiaries under any such personal property leases. (b) The real property demised by the leases described on Section 2.11(b4.7(b) of the 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 of its Subsidiaries (solely to the extent related to the Business) Schedule (the “Owned Leased Real Property”). The Business Companies have, or at the Closing will have, good and marketable title to ) constitutes all of the Owned real property leased by the Company or its Subsidiaries. Except as set forth on Section 4.7(b) of the Disclosure Schedule, the Leased Real PropertyProperty leases are in full force and effect, and the Company or its Subsidiaries holds a valid and existing leasehold interest under each such lease, 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 granted the right to use the Owned Real Property and there are no outstanding options or rights of first refusal to purchase the Owned Real Property. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets of the Business, in each case free and clear of all Liens, except for Permitted Liens, and enjoys quiet and undisturbed possession thereunder, subject to proper authorization and execution of such lease by the other party and the application of any bankruptcy or creditor’s rights laws. All The Company has delivered or made available to Purchaser complete and accurate copies of each of the leases described on Section 4.7(b) of the Disclosure Schedule, and none of such tangible personal properties and assets 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 Purchaser. To the Company’s Knowledge, neither the Company (or its Subsidiaries, as applicable) nor the Company’s landlord is in good working default in any material respect under any of such leases nor does any condition or event exist nor has one occurred that, with notice or lapse of time or both, would constitute a material breach or material default thereunder by the Company (ordinary wear and tear exceptedor its Subsidiaries, as applicable) capable or the Company’s landlord. Neither the Company nor any of performing its Subsidiaries has entered into any subleases of the functions for Leased Real Property or granted any licenses or occupancy rights with respect to the Business for Leased Real Property. Except as set forth on Section 4.7(b) of the Disclosure Schedule, there are no other leases, contracts, options, agreements or enforceable rights or obligations relating to or affecting the Leased Real Property to which they are used in all material respectsthe Company or its Subsidiaries, as applicable, is a party. (c) Neither the Company nor any of its Subsidiaries (i) own any Owned Real Property, (ii) hold or have ever held any option or right of first refusal or first offer to acquire any real property, or (iii) is obligated to purchase any real property.

Title to Properties. (a) Section 2.11(a) Each of the Parent Disclosure Letter sets forth a true Company and complete listthe Company Subsidiaries has good and marketable title to, as or valid leasehold interests in, all its properties and assets, except for (i) any Lien for Taxes not yet due or being contested in good faith by any appropriate proceedings before any court or Governmental Entity, (ii) mechanic’s and other similar statutory liens that do not materially detract from the value or materially interfere with any present or intended use of the date property or assets to which such Lien relates, (iii) any Lien disclosed on Schedule 3.15(a) and (iv) any other Lien (other than those securing indebtedness) that does not materially detract from the value or materially interfere with any present or intended use of this Agreementthe property or assets to which such Lien relates (collectively, of all real property leased or subleased by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real PropertyPermitted Liens”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a good All such assets and valid leasehold interest in such property, in each case properties are free and clear of all Liens, Liens except for Permitted Liens. (b) Section 2.11(b3.15(b) of the Parent Company Disclosure Letter sets forth contains (i) a true correct legal description and complete list, as of the date of this Agreement, street address of all real property owned in fee by Parent or any 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 ) in which any of the Owned Real PropertyCompany or the Company Subsidiaries has a fee simple estate or other ownership interest, free with the name of the owning entity being specified, and clear containing a brief description of any Liens other than Permitted Liens. There are no the use being made thereof (e.g., a manufacturing plant, a warehouse, office use, vacant land); and (ii) an accurate description of all leases, subleases and licenses or occupancy agreements of real property (collectively, “Real Property Leases”) pursuant to which any third party is granted of the Company or the Company Subsidiaries has a leasehold interest or otherwise has a right to use occupy the Owned real property demised thereunder (“Leased Real Property”), including (w) the location of each Leased Real Property, (x) the date of each Real Property Lease and of any amendments and supplements thereto, (y) the name of the original lessor and lessee (and, in the event an assignment has occurred, the name of the current lessor and lessee), and (z) the expiration date of the term, and whether there are no outstanding any extant renewal options or rights of first refusal to purchase the Owned Real Property(e.g., “one five year renewal option”). (c) Except as would not, individually or in the aggregate, reasonably be expected True and complete photocopies of all Real Property Leases (and all amendments and supplements thereto) have been furnished to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets Parent. Each of the BusinessCompany and the Company Subsidiaries has complied in all material respects with the terms of all material Real Property Leases to which it is a party and under which it is in occupancy, and all such leases are in each case full force and effect. None of the Company or the Company Subsidiaries, as applicable, has given or received any notice of default thereunder which is extant (i.e., not cured within the applicable grace period) nor has any event occurred which with the giving of notice or the passage of time or both would constitute a material default thereunder. Each of the Company and the Company Subsidiaries enjoys peaceful and undisturbed possession under all such material leases, and all material Real Property Leases are free and clear of all Liens, Liens except for Permitted Liens. All such tangible personal properties , and assets are in good working condition Liens affecting the interest of a third party lessor thereunder (ordinary wear and tear excepted) capable of performing i.e., a lessor other than the functions for the Business for which they are used in all material respectsCompany or a Company Subsidiary).

Title to Properties. (a) Section 2.11(a) The Company and its Subsidiaries own good, valid and marketable title to, or hold a valid leasehold interest in, all of the Parent Disclosure Letter sets forth tangible personal property used by them in the conduct of their business, free and clear of all Liens, except for (x) Permitted Liens, and (y) as would not be material to the Company and its Subsidiaries taken as a true whole. Each such item of material tangible personal property is in all material respects in operable condition and complete listrepair, as 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 and its Subsidiaries, or to which the Company and its Subsidiaries have sufficient rights, constitute all of the date of this Agreement, assets reasonably necessary for the Company and its Subsidiaries to carry on their respective businesses as currently conducted. (b) The Leased Real Property Schedule contains a list of all real property leased or subleased by Parent or any each of the Company and its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). The Company has delivered to the Purchaser a true and complete copy of the underlying lease in the Company’s possession or control with respect to each parcel of Leased Real Property (each, a “Lease”). Except as would not, individually or in set forth on the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will haveLeased Real Property Schedule, with respect to each Leased Real Property, of the Leases (i) either the Company or one (1) of its Subsidiaries has a good valid and valid enforceable leasehold interest in such propertyeach parcel or tract of real property leased by it as to the Company or any of its Subsidiary party to the Lease, in each case free and clear of all Liens, except for Permitted Liens. (b) Section 2.11(b) of to the Parent Disclosure Letter sets forth a true and complete listCompany’s knowledge, as to the other parties thereto (in accordance with the terms of such Leases, subject to the date Enforceability Exceptions); (ii) neither the Company nor any of this Agreementits Subsidiaries has received written notice of any material defaults thereunder by the Company or its Subsidiaries (as applicable) nor, to the Company’s knowledge, are there any material defaults by the lessor thereof; and (iii) no event has occurred which (with notice, lapse of all real property owned in fee time or both) would constitute a material breach or default thereunder by Parent the 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 of its Subsidiaries (solely to for 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 current use of the Owned Real Property, free and clear of any Liens other than Permitted Lienssuch real property. There are no leasesmaterial latent defects or material adverse physical conditions affecting the Leased Real Property. All plants, licenses or occupancy agreements pursuant to which any third party is granted the right to use the Owned warehouses, distribution centers, structures and other buildings included in Leased Real Property are adequately maintained and there are no outstanding options in good operating condition and repair, and subject to normal wear and tear, for the requirements of the business of the Company and its Subsidiaries as currently conducted. No parcel of Leased Real Property is subject to any governmental decree or rights order to be sold or is being condemned, expropriated, re-zoned or otherwise taken by any Governmental Body with or without payment of first refusal compensation therefore, nor, to purchase the Owned Real Propertyknowledge of the Company, has any such condemnation, expropriation or taking been proposed. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, all tangible personal properties and assets None of the Business, in each case free and clear Company nor any 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 all material respectsits Subsidiaries owns any real property.

Title to Properties. (a) Section 2.11(a) of the Parent Disclosure Letter sets forth a true The Company and complete list, as of the date of this Agreement, of all real property leased or subleased by Parent or any of its Subsidiaries (solely to the extent related to the Business) (as lessee or sublessee) (the “Leased Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, the Business Companies have, or at the Closing will have, with respect to each Leased Real Property, a own good and valid title to, or hold a valid leasehold interest in, all of the material tangible personal property used by them in such propertythe conduct of their business, in each case 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 of Business and obsolescence in the Ordinary Course of Business. (b) Section 2.11(b) The Leased Real Property Schedule contains a complete and accurate list of all real property leased, subleased, licensed or otherwise occupied by each of the Parent Disclosure Letter sets forth Company and its Subsidiaries as of the date hereof (the "Leased Real Property") and includes the address and parties and a description of all material lease documents related to the Leased Real Properties. The Company has delivered or made available to the Purchaser a true and complete listcopy of the underlying lease, together with copies of all amendments, extensions, renewals, and guaranties executed in connection therewith (each, a "Lease"). Except as set forth on the Leased Real Property Schedule, with respect to each of the Leases: (i) to the Knowledge of the Company, either the Company or one (1) of its Subsidiaries has a valid, binding and enforceable leasehold interest in each parcel or tract of real property leased, subleased, licensed or otherwise occupied by it, except as limited by bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting creditors' rights or to general principles of equity; (ii) none of the Company nor any of its Subsidiaries has received written notice of any existing defaults thereunder by the Company or its Subsidiary (as applicable) nor, to the Knowledge of the Company, are there any existing defaults by the lessor thereof; (iii) the Company's (or its Subsidiary's, as applicable) possession and quiet enjoyment of the date Leased Real Property has not been disturbed; (iv) the Company (or its Subsidiary, as applicable) has not assigned, sublet or granted any person the right to use, operate or occupy such Leased Real Property; (v) to the Knowledge of this Agreementthe Company, no event has occurred which (with notice, lapse of time or both) would constitute a material breach or default thereunder by any of the Company or its Subsidiaries (as applicable) or, to the Knowledge of the Company, any other party thereto; (vi) none of the Company nor any of its Subsidiaries has received any written notice of any pending or threatened condemnation proceedings in connection with the Leased Real Property; and (vii) none of the Company nor any of its Subsidiaries has entered into any COVID-19 related amendments to any Leases that defer the payment of rents or performance of other obligations by the tenant thereunder. (c) The Owned Real Property Schedule contains a complete and accurate list of all real property owned in fee by Parent each of the Company and its Subsidiaries (the "Owned Real Property"). With respect to each parcel of Owned Real Property: (i) either the Company or a Subsidiary of the Company owns good and marketable title to such parcel of real property, free and clear of all Liens, other than Permitted Liens; (ii) except as set forth on the Owned Real Property Schedule, there are no leases, subleases, licenses, concessions or other agreements entered into by the Company or any of its Subsidiaries (solely granting to any party or parties the extent related to the Business) (the “Owned Real Property”). The Business Companies have, right of use or at the Closing will have, good and marketable title to all of the Owned Real Property, free and clear occupancy of any Liens other than Permitted Liens. There are no leases, licenses or occupancy agreements pursuant to which any third party is granted the right to use the Owned Real Property and portion of such parcel of real property; (iii) there are no outstanding options or rights of first refusal to purchase such parcel of real property, any portion thereof or interest therein granted by the Company or any Subsidiary; (iv) none of the Company nor any of its Subsidiaries has received any written notice of any pending or threatened condemnation proceedings in connection with such parcel of real property; and (v) the use, operation and occupancy of the Owned Real Property, as currently used, operated and occupied, and the conduct of the business thereon, as currently conducted, complies in all material respects with all deed restrictions related thereto. (cd) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole, the Business Companies have, or at the Closing will have, good title to, or a valid leasehold interest in, The Owned Real Property and Leased Real Property constitute all tangible personal properties and assets of the Business, real property used and operated by the Company or its Subsidiaries in each case free connection with Ordinary Course of Business mining and clear mining related activities. No other Person has a right to use or occupy any of all Liensthe Owned Real Property or Leased Real Property in a manner that would materially interfere with or impair the conduct of the Ordinary Course of Business of the Company or its Subsidiaries or the operation of the Mines, except for any such rights which constitute a Permitted Liens. All such tangible personal properties Lien and assets are except as permitted by applicable Law or as set forth in good working condition (ordinary wear and tear excepted) capable of performing the functions any lease for the Business for which they are used in all material respectsLeased Real Property.