Common use of Title to Property and Assets Clause in Contracts

Title to Property and Assets. The Company and each Subsidiary has good and valid title to all of its respective properties, and interests in properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except properties and assets, or interests in properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which afford the Company valid leasehold possession of the properties and assets that are the subject of such leases, in each case, free and clear of all Encumbrances, except (a) Permitted Encumbrances, (b) such imperfections of title and non-monetary Encumbrances as do not and will not materially detract from or materially interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (c) liens securing indebtedness that is reflected on the Company Balance Sheet, and (d) with respect to Company IP Rights, the licenses set forth in the Contracts disclosed in Schedule 2.20(a)(xi) of the Company Disclosure Letter. The plant, property and equipment of each of the Company and each Subsidiary that are used in the operations of their respective businesses are (i) in good operating condition and repair, subject to normal wear and tear and (ii) not obsolete, dangerous or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business, consistent with past practice. All properties used in the operations of the Company or any Subsidiary are reflected on the Company Balance Sheet to the extent required under GAAP to be so reflected. Schedule 2.10 of the Company Disclosure Letter identifies each parcel of real property leased by the Company or any Subsidiary. The Company and its Subsidiaries have adequate rights of ingress and egress into any real property used in the operation of their respective businesses. The Company has heretofore provided to Acquiror’s counsel true, correct and complete copies of all leases, subleases and other agreements under which the Company and/or any Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any real property or facility, including all modifications, amendments and supplements thereto. Neither the Company nor any Subsidiary currently owns, or has owned, any real property.

Title to Property and Assets. (a) The Company and each Subsidiary has good and valid marketable title to all of its respective properties, and interests in properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except properties and assetsto, or interests in properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which afford in, all Personal Property owned, held or used by the Company. Such Personal Property constitutes all Personal Property necessary or useful to conduct the business of the Company as it is presently conducted. None of such Personal Property is owned by any other Person without a valid leasehold and enforceable right of the Company to use and possess such Personal Property. None of such Personal Property is subject to any Lien of any nature whatsoever. (b) The Company does not own any real property, nor has the Company ever owned any real property. Schedule 4.09(b) sets forth a list of all real property currently leased by the Company or otherwise used or occupied by the Company (the “Leased Real Property”), the name of the lessor, the date of the lease and each amendment thereto and the aggregate annual rental payable under any such lease. The Company has delivered to the Parent true and complete copies of all leases, lease guaranties, subleases or other agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to, the Leased Real Property, including all amendments, terminations and modifications thereof (the “Lease Agreements”). The consummation of the transactions contemplated by this Agreement or any other Transaction Document to which the Company is a party will not affect the rights of the Company to the continued use and possession of the properties and assets that are Leased Real Property. To the subject of such leases, in each case, free and clear of all Encumbrances, except (a) Permitted Encumbrances, (b) such imperfections of title and non-monetary Encumbrances as do not and will not materially detract from or materially interfere with the use knowledge of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (c) liens securing indebtedness that is reflected on the Company Balance Sheet, and (d) with respect to Company IP RightsCompany, the licenses set forth in the Contracts disclosed in Schedule 2.20(a)(xi) of the Company Disclosure Letter. The plant, property and equipment of each of the Company and each Subsidiary that are used in the operations of their respective businesses are (i) Leased Real Property is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties and is structurally sufficient and otherwise suitable for the conduct of the business as presently conducted. (c) Schedule 4.09(c) lists all material items of equipment owned or leased by the Company. Such equipment is adequate for the conduct of the business of the Company as currently conducted and in good operating condition, regularly and property maintained, subject to normal wear and tear and tear. (iid) not obsolete, dangerous or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business, consistent with past practice. All properties used in the operations of the Company or any Subsidiary are reflected on the Company Balance Sheet to the extent required under GAAP to be so reflected. Schedule 2.10 of the Company Disclosure Letter identifies each parcel of real property leased by the Company or any Subsidiary. The Company and its Subsidiaries have adequate rights of ingress and egress into any real property used in the operation of their respective businesses. The Company has heretofore provided sole and exclusive ownership, free and clear of any Liens, or the valid right to Acquiror’s counsel trueuse, correct unrestricted by contract, all customer lists, customer contact information, customer correspondence and complete copies customer licensing and purchasing histories relating to current and former customers of all leases, subleases and the Company. No Person other agreements under which than the Company and/or possesses any Subsidiary uses licenses, claims or occupies or has rights with respect to the right to use or occupy, now or in of any such customer information owned by the future, any real property or facility, including all modifications, amendments and supplements thereto. Neither the Company nor any Subsidiary currently owns, or has owned, any real propertyCompany.

Title to Property and Assets. The Except as set forth on Schedule 3.5(a) of the Company and each Subsidiary has Disclosure Schedule, the Seller Parties have good and valid title to all of its respective properties, and interests in properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except properties and assets, or interests in properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which afford the Company valid leasehold possession of the properties and assets that are the subject of such leases, in each caseAcquired Assets, free and clear of all EncumbrancesLiens, except (a) for Permitted Encumbrances, (b) such imperfections of title and non-monetary Encumbrances as do not and will not materially detract from or materially interfere with Liens. Following the use consummation of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (c) liens securing indebtedness that is reflected on transactions contemplated by this Agreement and the Company Balance Sheet, and (d) with respect to Company IP Rightsexecution of the instruments of transfer contemplated by this Agreement, the licenses Purchaser will acquire good and marketable title to all of the Acquired Assets, free and clear of any Liens, other than Permitted Liens. Except as set forth in the Contracts disclosed in on Schedule 2.20(a)(xi3.5(b) of the Company Disclosure LetterSchedule, the Acquired Assets include all of the tangible and intangible property of the Seller Parties primarily used in, or otherwise necessary in the operation of, the Business. The plant, property and equipment of each Except as set forth on Schedule 3.5(c) of the Company and each Subsidiary that are used in Disclosure Schedule, all of the operations of their respective businesses tangible Acquired Assets (other than Inventory) are (ia) suitable for the uses to which they are currently employed, (b) in good operating condition and repair, subject to normal and ordinary wear and tear tear, (c) regularly and properly maintained, (d) free from any material defects and (e) adequate and sufficient for all current operations of the Business. None of the Inventory included in the Acquired Assets contains any material defect in design or materials that would materially and adversely affect the use, functionality or performance of such Inventory or the Acquired Technology. Schedule 3.5(d) of the Company Disclosure Schedule sets forth as of April 30, 2008 a true, complete and accurate list of each item, or each group of like items (stating the number), of the tangible Acquired Assets, which list identifies (i) the type and location of each such item or group of items, and (ii) not obsolete, dangerous or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business, consistent with past practice. All properties used in the operations of the Company or any Subsidiary are reflected on the Company Balance Sheet to the extent required under GAAP to be so reflected. Schedule 2.10 available, the original acquisition date and cost of the Company Disclosure Letter identifies each parcel of real property leased by the Company or any Subsidiary. The Company and its Subsidiaries have adequate rights of ingress and egress into any real property used in the operation of their respective businesses. The Company has heretofore provided to Acquiror’s counsel true, correct and complete copies of all leases, subleases and other agreements under which the Company and/or any Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any real property or facility, including all modifications, amendments and supplements thereto. Neither the Company nor any Subsidiary currently owns, or has owned, any real propertysuch items.

Title to Property and Assets. The (a) Each of the Company and each Subsidiary has good and valid title to all of its their respective material properties, and interests in properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except properties and assetsproperties, or interests in properties and assets, assets sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practiceDate), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which that afford the Company valid or such Subsidiary peaceful and undisturbed leasehold possession of the properties and assets that are the subject of such the leases, in each case, free and clear of all Encumbrances other than Permitted Encumbrances, except (a) Permitted Encumbranceswhere the failure to have such title or any such leasehold interest, individually, would not reasonably be expected to be material to the Company and the Subsidiaries, taken as a whole. (b) such imperfections of title Neither the Company nor any Subsidiary owns any real property or interests in real property. Schedule 3.8(b) sets forth a true, correct and non-monetary Encumbrances complete list as do not and will not materially detract from or materially interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (c) liens securing indebtedness that is reflected on the Company Balance Sheet, and (d) with respect to Company IP Rights, the licenses set forth in the Contracts disclosed in Schedule 2.20(a)(xi) Agreement Date of the Company Disclosure Letter. The plant, all material real property and equipment of each of the Company and each Subsidiary that are used interests in the operations of their respective businesses are (i) in good operating condition and repair, subject to normal wear and tear and (ii) not obsolete, dangerous or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business, consistent with past practice. All properties used in the operations of the Company or any Subsidiary are reflected on the Company Balance Sheet to the extent required under GAAP to be so reflected. Schedule 2.10 of the Company Disclosure Letter identifies each parcel of real property leased by the Company or any SubsidiarySubsidiary (each such property or interest, “Leased Real Property”). The With respect to Leased Real Property, neither the Company and its Subsidiaries have adequate rights nor any Subsidiary has (i) subleased, licensed or otherwise granted any Person the right to use or occupy a material portion of ingress and egress into such Leased Real Property or any real property used portion thereof or (ii) collaterally assigned or granted any other material security interest in the operation of their respective businessesany such leasehold estate or any interest therein. The Company has heretofore provided made available to Acquiror’s counsel Parent true, correct and complete copies of all leases, subleases and other agreements Contracts under which the Company and/or any Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any real property or facilityLeased Real Property, including all material modifications, amendments and supplements thereto. Neither the Company nor any Subsidiary currently owns, or has owned, any real property.

Title to Property and Assets. The (a) Each of the Company and each Subsidiary of its Subsidiaries has good and valid title to all of its their respective material properties, and interests in properties and assets, real and personal, assets reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except properties and assetsproperties, or interests in properties and assets, assets sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course Ordinary Course of business consistent with past practiceBusiness), or, with respect to leased properties and assets, valid leasehold interests in such material properties and assets which that afford the Company valid or such Subsidiary leasehold possession of the properties and assets that are the subject of such the leases, in each case, free and clear of all Encumbrances, except (a) Encumbrances other than Permitted Encumbrances, . The Company and its Subsidiaries have no material liability in respect of escheat and unclaimed property. (b) such imperfections of title and non-monetary Encumbrances as do not and will not materially detract from or materially interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (c) liens securing indebtedness that is reflected on Neither the Company Balance Sheet, and (d) with respect to Company IP Rights, the licenses set forth nor any of its Subsidiaries owns any real property or interests in the Contracts disclosed in real property. Schedule 2.20(a)(xi2.9(b) of the Company Disclosure LetterLetter is a true, correct and complete list as of the Agreement Date of all real property and interests in real property leased by the Company or any Subsidiary that is material to the Company and any of its Subsidiaries, taken as a whole, in any such case involving annual base rent payments by the Company or any of its Subsidiaries in excess of $1,000,000 per annum (each such property or interest, “Leased Real Property”). With respect to Leased Real Property, neither the Company nor any of its Subsidiaries has (i) subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof or (ii) collaterally assigned or granted any other security interest in any such leasehold estate or any interest therein, in each case in a manner that would interfere in any material respect with the Company’s use of such Leased Real Property in the Ordinary Course of Business. The Company has made available to Parent true, correct and complete copies of all leases, subleases and other Contracts under which the Company and/or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any Leased Real Property, including all modifications, amendments and supplements thereto. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the plant, property and equipment of each of the Company and each Subsidiary of its Subsidiaries that are used in the operations of their respective businesses the Business 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 tear, (iii) regularly and properly maintained substantially consistent with the practices of similarly situated companies in the industry in which the Company operates, (iiiv) not obsolete, dangerous or in need of renewal or replacement, except for renewal or replacement in the ordinary course Ordinary Course of business, consistent with past practice. All properties used in Business and (v) to the operations Knowledge of the Company or Company, free from any Subsidiary are reflected on the Company Balance Sheet to the extent required under GAAP to be so reflected. Schedule 2.10 of the Company Disclosure Letter identifies each parcel of real property leased by the Company or any Subsidiary. The Company and its Subsidiaries have adequate rights of ingress and egress into any real property used in the operation of their respective businesses. The Company has heretofore provided to Acquiror’s counsel true, correct and complete copies of all leases, subleases and other agreements under which the Company and/or any Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any real property or facility, including all modifications, amendments and supplements thereto. Neither the Company nor any Subsidiary currently owns, or has owned, any real propertymaterial defects.

Title to Property and Assets. The Company and each Subsidiary has good and valid title to all of its their respective properties, and interests in properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except properties and assets, or interests in properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which afford the Company valid leasehold possession of the properties and assets that are the subject of such leases, in each case, free and clear of all Encumbrances, except (ai) Permitted EncumbrancesEncumbrances incurred in the ordinary course of business consistent with past practice for obligations not past due, (bii) such imperfections of title and non-monetary Encumbrances as do not and will not materially detract from or materially interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, and (ciii) liens securing indebtedness that is reflected on the Company Balance Sheet, and (d) with respect to Company IP Rights, the licenses set forth in the Contracts disclosed in Schedule 2.20(a)(xi) of the Company Disclosure Letterif any. The plant, property and equipment of each of the Company and each Subsidiary that are used in the operations of their respective businesses its business are (i) in good operating condition and repair, subject to normal wear and tear and (ii) not obsolete, dangerous or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business, consistent with past practice. All properties used in the operations of the Company or any Subsidiary are reflected on the Company Balance Sheet to the extent required under GAAP to be so reflected. Schedule 2.10 3.11 of the Company Disclosure Letter Schedule identifies each parcel of real property leased or sub-leased by the Company or any SubsidiaryCompany. The Company and its Subsidiaries have has adequate rights of ingress and egress into any real property used in the operation of their respective businesses. The Company has heretofore provided to Acquiror’s counsel Purchaser true, correct and complete copies of all leases, subleases and other agreements Contracts under which the Company and/or any Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any real property or facility, including all modifications, amendments and supplements thereto. Neither the The Company nor any Subsidiary does not currently owns, or has owned, owns any real propertyproperty or any tenant improvement.

Title to Property and Assets. The (a) Each of the Company and each Company Subsidiary is in possession of (either directly or through a bailee) and has good and valid title to to, or a valid leasehold interest in, all of its their respective properties, and interests in properties and tangible assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except properties and assetsproperties, or interests in properties and assets, assets sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which afford the Company valid leasehold possession of the properties and assets that are the subject of such leases, in each case, free and clear of all Encumbrances, except (a) Permitted Encumbrances, (b) such imperfections of title and non-monetary Encumbrances as do not and will not materially detract from or materially interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (c) liens securing indebtedness that is reflected on the Company Balance Sheet, and (d) with respect to Company IP Rights, the licenses set forth in the Contracts disclosed in Schedule 2.20(a)(xi) of the Company Disclosure Letter. The plant, property and equipment of each of the Company and each Subsidiary that are used in the operations of their respective businesses are (i) in good operating condition and repair, subject to normal wear and tear and (ii) not obsolete, dangerous or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business, consistent with past practice. All properties used ), in each case, free and clear of all Encumbrances other than Permitted Encumbrances, other than, in each case, as would not, individually or in the operations of aggregate, reasonably be expected to be material to the Company or any Subsidiary are reflected on and the Company Balance Sheet to Subsidiaries, taken as a whole. Notwithstanding the extent required under GAAP to be so reflectedforgoing, it is understood and agreed that matters regarding Company Intellectual Property are not addressed in this Section 3.16. (b) Neither the Company nor any Company Subsidiary owns any real property or interests in real property. Schedule 2.10 Section 3.16(a) of the Company Disclosure Letter identifies each parcel Schedule sets forth a true, correct and complete list as of the date hereof of all real property and interests in real property leased or subleased by the Company or any SubsidiaryCompany Subsidiary (each such property or interest, “Leased Real Property”). The With respect to the Leased Real Property, neither the Company and its Subsidiaries have adequate rights of ingress and egress into nor any real property used Company Subsidiary has, other than with respect to Permitted Encumbrances, (i) subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any material portion thereof or (ii) collaterally assigned or granted any other security interest in the operation of their respective businessesany such leasehold estate or any material interest therein. The Company has heretofore provided made available to Acquiror’s counsel Parent true, correct and complete copies of all leases, subleases and other agreements 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 real property or facilityLeased Real Property, including all modifications, amendments and supplements thereto. Neither the Company nor any Subsidiary currently owns, or has owned, any real property.

Title to Property and Assets. The Company and each AirTran or a AirTran Subsidiary has good and valid title to, or has a valid leasehold interest in, or valid rights under contract to use, all of its respective properties, the tangible assets and interests in properties and assetsany intangible assets reflected in the Latest Balance Sheet, real individually or in the aggregate, material to the conduct of the business of AirTran and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date AirTran Subsidiaries taken as a whole (except for assets and properties and assets, or interests in properties and assets, sold or otherwise disposed of since the Company date of the Latest Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which afford the Company valid leasehold possession of the properties and assets that are the subject of such leases, in each case, free and clear of all Encumbrances, except (a) Permitted Encumbrances, (b) such imperfections of title and non-monetary except for Encumbrances as do not and will not materially detract from which secure Indebtedness reflected in the Latest Balance Sheet or materially interfere with incurred since the use date of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (c) liens securing indebtedness that is reflected on the Company Latest Balance Sheet, and (d) with respect to Company IP Rights, the licenses set forth in the Contracts disclosed in Schedule 2.20(a)(xi) of the Company Disclosure Letter. The plant, property and equipment of each of the Company and each Subsidiary that are used in the operations of their respective businesses are (i) in good operating condition and repair, subject to normal wear and tear and (ii) not obsolete, dangerous or in need of renewal or replacement, except for renewal or replacement Sheet in the ordinary course of business; and all leases pursuant to which AirTran or any AirTran Subsidiary leases from others any real or personal property, are in good standing, valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default), on the part of AirTran or any AirTran Subsidiary or, to the Knowledge of AirTran, any third party, except where the lack of such good standing or failure to be valid and effective would result in a AirTran Material Adverse Effect. The rights, assets, and properties owned, leased, or licensed by AirTran and the AirTran Subsidiaries include all rights, assets, and properties necessary to permit AirTran and the AirTran Subsidiaries to conduct their businesses in all material respects in the same manner as their businesses have been conducted prior to the date of this Agreement. As used in this Agreement, “Permitted Encumbrances” means (a) liens shown on the Latest Balance Sheet as securing specified liabilities or obligations and liens incurred in connection with the purchase of property and/or assets, if such purchase was effected after the date of the Latest Balance Sheet in the ordinary course of business consistent with past practice. All properties used , with respect to which no default exists; (b) minor imperfections of title, if any, none of which are substantial in amount, detract from the value or impair the use of the property subject thereto, or impair the operations of the Company AirTran or Southwest or any AirTran Subsidiary are reflected on or Southwest Subsidiary, as the Company Balance Sheet to case may be, and which have arisen only in the extent required under GAAP to be so reflected. Schedule 2.10 ordinary course of business consistent with past practice since the date of the Company Disclosure Letter identifies each parcel Latest Balance Sheet; (c) liens for current Taxes not yet due or delinquent; and (d) such minor title defects, failure to have valid leasehold interest in, or objections, liens, claims, charges, security interests, or other encumbrances of real property leased by the Company or any Subsidiary. The Company and its Subsidiaries have adequate rights of ingress and egress into any real property used in the operation of their respective businesses. The Company has heretofore provided to Acquiror’s counsel truenature whatsoever, correct and complete copies of all leasesif any, subleases and other agreements under which the Company and/or any Subsidiary uses or occupies or has the right to use or occupyas, now individually or in the futureaggregate, do not materially impair the value of the property subject to such Encumbrance or the use of the property in the conduct of the business of AirTran and any real property or facility, including all modifications, amendments and supplements thereto. Neither the Company nor any Subsidiary currently owns, or has owned, any real propertyAirTran Subsidiary.

Title to Property and Assets. (a) The Company and each Subsidiary has good and valid marketable title to all of its respective properties, and interests in properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except properties and assetsto, or interests in properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which afford in, all Personal Property owned, held or used by the Company. Such Personal Property constitutes all Personal Property necessary or used to conduct the business of the Company as it is presently conducted. None of such Personal Property is owned by any other Person without a valid leasehold and enforceable right of the Company to use and possess such Personal Property. None of such Personal Property is subject to any Lien of any nature whatsoever. (b) The Company does not own any real property, nor has the Company ever owned any real property. Schedule 3.09(b) sets forth a list of all real property currently leased by the Company or otherwise used or occupied by the Company (the "Leased Real Property"), the name of the lessor, the date of the lease and each amendment thereto and the aggregate annual rent payable under any such lease. The Company has delivered to Parent true and complete copies of all leases, lease guaranties, subleases or other agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to, the Leased Real Property, including all amendments, terminations and modifications thereof (the "Lease Agreements"). The consummation of the transactions contemplated by this Agreement or any other Transaction Document to which the Company is a party will not affect the rights of the Company to the continued use and possession of the properties and assets that are Leased Real Property. To the subject of such leases, in each case, free and clear of all Encumbrances, except (a) Permitted Encumbrances, (b) such imperfections of title and non-monetary Encumbrances as do not and will not materially detract from or materially interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (c) liens securing indebtedness that is reflected on the Company Balance Sheet, and (d) with respect to Company IP Rights, the licenses set forth in the Contracts disclosed in Schedule 2.20(a)(xi) of the Company Disclosure Letter. The plant, property and equipment of each knowledge of the Company and each Subsidiary that are used in the operations of their respective businesses are (i) Principals, the Leased Real Property is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties and is structurally sufficient and otherwise suitable for the conduct of the business as presently conducted. (c) Schedule 3.09(c) lists all material items of equipment owned or leased by the Company. Such equipment is adequate for the conduct of the business of the Company as currently conducted and in good operating condition, regularly and property maintained, subject to normal wear and tear tear. (d) The Company has sole and (ii) not obsoleteexclusive ownership of, dangerous free and clear of any Liens, or in need of renewal or replacementthe valid right to use, except for renewal or replacement in the ordinary course of businessunrestricted by contract, consistent with past practice. All properties used in the operations all customer lists, customer contact information, customer correspondence and customer licensing and purchasing histories relating to current and former customers of the Company or any Subsidiary are reflected on and their transaction of business with the Company. No Person other than the Company Balance Sheet possesses any licenses, claims or rights with respect to the extent required under GAAP to be so reflected. Schedule 2.10 use of the Company Disclosure Letter identifies each parcel of real property leased any such customer information owned by the Company or any Subsidiary. The Company and its Subsidiaries have adequate rights of ingress and egress into any real property used in the operation of their respective businesses. The Company has heretofore provided to Acquiror’s counsel true, correct and complete copies of all leases, subleases and other agreements under which the Company and/or any Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any real property or facility, including all modifications, amendments and supplements thereto. Neither the Company nor any Subsidiary currently owns, or has owned, any real propertyCompany.

Title to Property and Assets. The Leases. Except as set forth on Schedule 3.15. each of the Company and each Subsidiary its Subsidiaries has good and valid title to all of its respective properties, and interests in properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except properties and assets, or interests in properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which afford the Company valid leasehold possession of the properties and assets that are the subject of such leases, in each casemarketable title, free and clear of all EncumbrancesLiens to all of its assets, including all real properly and interests in real property owned in fee simple by the Company and its Subsidiaries and all real property leased, subleased or otherwise occupied by the Company and its Subsidiaries and any assets and properties which it purports to own, except (a) Permitted Encumbrances, (b) such imperfections of title and non-monetary Encumbrances as do not and will not materially detract from or materially interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (c) liens securing indebtedness that is reflected on the Company Balance Sheet, and (d) with respect to Company IP Rights, the licenses set forth in the Contracts disclosed in Schedule 2.20(a)(xi) of the Company Disclosure Letter. The plant, property and equipment of each of the Company and each Subsidiary that are used in the operations of their respective businesses are (i) in good operating condition Liens for taxes not yet due and repair, subject to normal wear and tear payable and (ii) Liens that do not obsoleteinterfere with the use, dangerous utility or value of such assets in need of renewal or replacement, except for renewal or replacement in the ordinary course of business, consistent with past practiceany material respect. All properties used in the operations of leases to which the Company or any Subsidiary of its Subsidiaries is a party (collectively, the “Leases”) are reflected valid and binding and in full force and effect in accordance with their respective terms on the Company Balance Sheet and its Subsidiaries and, to the extent required under GAAP to be so reflected. Schedule 2.10 knowledge of the Company Disclosure Letter identifies Company, with respect to each parcel other party to any such Leases, except, in each case, subject to Equitable Principles. No material default (or event which, with the giving of real property leased notice or passage of time, or both, would constitute a material default) by the Company or any Subsidiaryof its Subsidiaries, or to the knowledge of the Company by any other party thereto, has occurred and is continuing under the Leases. The Company and its Subsidiaries have adequate rights enjoy a peaceful and undisturbed possession under all such Leases to which any of ingress them is a party as lessee. With respect to each Lease, to the knowledge of the Company, either (a) such Lease is not subject or subordinate to any mortgage, deed of trust or other lien which has priority over such Lease, or (b) the holder of any such lien has entered into a valid, binding and egress into any real property used enforceable nondisturbance agreement in favor of the operation of their respective businesses. The Company has heretofore provided lessee pursuant to Acquiror’s counsel true, correct and complete copies of all leases, subleases and other agreements under which the Company and/or Lease cannot be extinguished or terminated by reason of any Subsidiary uses foreclosure or occupies other acquisition of title by such holder if the lessee thereunder is not in default under the Lease as of the date of acquisition of title. As used herein, the term “Lease” shall also include subleases or has other occupancy agreements (and any amendments thereto) and the right to use term “lessee” shall also include any sublessee or occupy, now or in the future, any real property or facility, including all modifications, amendments and supplements theretoother occupant. Neither the Company nor any Subsidiary currently owns, or has owned, of its Subsidiaries own any real property.

Title to Property and Assets. (a) Schedule 5.5 (a) sets forth a complete list and the location of all material Real Property. The Company and each Subsidiary has good and valid marketable fee simple title to all Real Property, free and clear of its respective propertiesall Liens, other than Permitted Liens. True and interests in properties complete copies of (i) all deeds, title insurance policies and assetssurveys relating to the Real Property and (ii) all documents evidencing all Liens (other than Permitted Liens) upon the Real Property have heretofore been furnished to the Purchaser. There are no proceedings, real and personalclaims, reflected on disputes or conditions affecting any Real Property that might curtail or interfere with the Company Balance Sheet use of such property, except for Permitted Liens or acquired after the Company Balance Sheet Date (except properties and assets, or interests in properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date Liens that arise in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which afford the Company valid leasehold possession of the properties and assets that are the subject of such leases, in each case, free and clear of all Encumbrances, except (a) Permitted Encumbrances, (b) such imperfections of title and non-monetary Encumbrances as do not and will not materially detract from or materially interfere with the use made and proposed to be made of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (c) liens securing indebtedness that is reflected on the Company Balance Sheet, and (d) with respect to Company IP Rights, the licenses set forth in the Contracts disclosed in Schedule 2.20(a)(xi) of the Company Disclosure Letter. The plant, property and equipment of each of Real Property by the Company and each Subsidiary that are used in the operations Company Subsidiaries. Neither the whole nor any portion of their respective businesses are (i) in good operating condition and repair, subject to normal wear and tear and (ii) not obsolete, dangerous or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business, consistent with past practice. All properties used in the operations Real Property nor any other assets of the Company or any Company Subsidiary are reflected on the Company Balance Sheet is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor to the extent required under GAAP to be so reflected. Schedule 2.10 of the Company Disclosure Letter identifies each parcel of real property leased by the Company Company's knowledge, has any such condemnation, expropriation or any Subsidiary. The Company and its Subsidiaries have adequate rights of ingress and egress into any real property used in the operation of their respective businesses. The Company has heretofore provided to Acquiror’s counsel true, correct and complete copies of all leases, subleases and other agreements under which the Company and/or any Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any real property or facility, including all modifications, amendments and supplements theretotaking been proposed. Neither the Company nor any Company Subsidiary currently ownsis a party to any lease, assignment or similar arrangement under which the Company or any Company Subsidiary is a lessor, assignor or otherwise makes available for use by any third party any portion of the owned Real Property. (b) Neither the Company nor any Company Subsidiary has received any notice of, or has ownedother writing referring to, any requirements or recommendations by any insurance company that has issued a policy covering any part of the Real Property or by any board of fire underwriters or other body exercising similar functions, requiring or recommending any repairs or work to be done on any part of the Real Property, which repair or work has not been completed. The use and operation of all Real Property conform to all applicable building, zoning, safety and subdivision Laws, Environmental Laws and other Laws, and all restrictive covenants and restrictions and conditions affecting title, except where failure to comply with the foregoing would not, in the aggregate, reasonably be likely to have a Material Adverse Effect. All public utilities (including water, gas, electric, storm and sanitary sewage and telephone utilities) required to operate the facilities of the Company as currently operated are available to such facilities, and in the case of the Real Property, such utilities enter the boundaries of such facilities through adjoining public streets, easements or right-of-way of record in favor of the Company. The Company has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any of its facilities. (c) Each of the Company and each Company Subsidiary has obtained all appropriate certificates of occupancy, licenses, easements and rights of way, including proofs of dedication, required to use and operate the Real Property in the manner in which the Real Property is currently being used and operated, except where the failure to obtain such certificates would not, in the aggregate, reasonably be likely to have a Material Adverse Effect. True and complete copies of all such certificates, permits and licenses have heretofore been made available or delivered to the Purchaser. Each of the Company and each Company Subsidiary has all approvals, permits and licenses (including any and all environmental permits) necessary to own or operate the Real Property as currently owned and operated, except where the failure to obtain such approvals, permits or licenses would not, in the aggregate, reasonably be likely to have a Material Adverse Effect. (d) Each of the Company and the Company Subsidiaries owns its personal property and assets free and clear of all Liens, except for Liens that arise in the ordinary course of business which do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Company Subsidiaries. With respect to any leased real property, the Company is not in material violation of any of its leases. All machinery, equipment, furniture, fixtures and other personal property and all plants, buildings, structures and other facilities, including, without limitation, office space owned or leased by the Company and the Company Subsidiaries in the conduct of its business, is, as a whole, in good operating condition and fit for operation in the ordinary course of business (subject to normal wear and tear) except for any defects which will not materially interfere with the conduct of normal operations of the Company and the Company Subsidiaries. The Company has made available or delivered to the Purchaser true and complete copies of any leases related to the real property entered into by the Company and the Company Subsidiaries in the conduct of their business.

Title to Property and Assets. The Company and each Subsidiary has of its Subsidiaries have good and valid marketable title to all of its respective properties, their material properties and interests in material properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except properties and assets, or interests in properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, including, without limitation, the Leased Real Property, valid leasehold interests in such properties and assets which afford the Company valid and its Subsidiaries peaceful and undisturbed leasehold possession of the such properties and assets that are the subject of such leasesassets, in each case, free and clear of all Encumbrances, except (a) Permitted Encumbrances, (b) such imperfections of title and non-monetary Encumbrances as do not and will not materially detract from or materially interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (c) liens securing indebtedness that is reflected on the Company Balance Sheet, and (d) with respect to Company IP Rights, the licenses set forth in the Contracts disclosed in Schedule 2.20(a)(xi) of the Company Disclosure Letter. The plant, material property and equipment of each of the Company and each Subsidiary its Subsidiaries that are used in the operations of their respective businesses its business are (i) in good operating condition and repair, subject to normal wear and tear and (ii) not obsolete, dangerous or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business, consistent with past practice. All properties used in the operations of the Company or any Subsidiary and its Subsidiaries are reflected on the Company Balance Sheet to the extent required under GAAP to be so reflected. Schedule 2.10 of the Company Disclosure Letter identifies each parcel of real property The assets owned, leased or licensed by the Company or any Subsidiary. The Company and its Subsidiaries have adequate rights collectively constitute all of ingress the properties, rights, interests and egress into any real property other tangible and intangible assets used in the operation of their respective businesses. The Company has heretofore provided or necessary to Acquiror’s counsel true, correct and complete copies of all leases, subleases and other agreements under which enable the Company and/or any Subsidiary uses or occupies or has and its Subsidiaries to conduct the right to use or occupy, now or Company and its Subsidiaries’ business in the future, any real property or facility, including all modifications, amendments and supplements thereto. Neither the Company nor any Subsidiary manner in which such business is currently owns, or has owned, any real propertybeing conducted.

Title to Property and Assets. The (a) Each Company and each Subsidiary has good and valid marketable title to all of its respective properties, and interests in properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except properties and assetsto, or interests in properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in, all Personal Property used or held for use in such properties and assets which afford its business or reflected in the Company valid leasehold possession Financial Statements. Such Personal Property constitutes all Personal Property necessary to conduct the business of the properties Companies as it is presently conducted and assets that are operated, including the subject Business. None of such leasesPersonal Property is owned by any other Person, including Parent or any of its Affiliates (other than the Companies), without a valid and enforceable perpetual right of the applicable Company to use and possess such Personal Property. Except as set forth on Schedule 2.14(a), no properties or assets of any type of either Company is subject to any Lien of any nature whatsoever, other than Permitted Encumbrances. Except as set forth on Schedule 2.14(a), the Personal Property (i) is in good operating condition and repair (ordinary wear and tear excepted); (ii) is available for immediate use in the business and operation of the Companies’ business as currently conducted; and (iii) permits each caseCompany to operate in accordance with Applicable Laws in all material respects. (b) The Companies have sole and exclusive ownership, free and clear of any Liens, or the valid right to use, unrestricted by Contract, all Encumbrancescustomer lists, except (a) Permitted Encumbrancescustomer contact information, (b) such imperfections customer correspondence and customer licensing and purchasing histories relating to current and former customers of title and non-monetary Encumbrances as do not and will not materially detract from the Companies. No Person other than the Companies possesses any licenses, claims or materially interfere rights with respect to the use of any such customer information owned by the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, Companies. (c) liens securing indebtedness Each Company does not own any real property, nor has such Company ever owned any real property. Each Company has valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by such Company (collectively, including the improvements thereon, the “Company Leased Real Property”) free and clear of all Liens, except Permitted Encumbrances. As of the date of this Agreement, there does not exist any pending or, to the Knowledge of Parent, threatened, condemnation or eminent domain proceedings that is reflected on affect any of the Company Balance Sheet, and Leased Real Property. (d) with respect to Company IP RightsExcept as set forth on Schedule 2.14(d), since September 30, 2008, the licenses Companies have not sold, leased, disposed of or transferred or moved to another location (whether by merger, consolidation, or the sale of an equity interest or assets) any tangible asset having a replacement value of $2,000 or more individually or in the aggregate with any other tangible assets sold, leased, disposed of or transferred or moved to another location (whether by merger, consolidation or the sale of an equity interest or assets). (e) Except as set forth in on Schedule 2.14(e)(i), the Contracts disclosed in Schedule 2.20(a)(xi) assets and properties of the Company Disclosure Letter. The plant, property and equipment of each of Companies (including the Company Intellectual Property and each Subsidiary that are used in the operations of their respective businesses are Companies’ Personal Property and Contracts) (i) in good operating condition together with the rights and repairservices to be provided by Seller or an Affiliate of Seller to Buyer or the Companies under the Transition Services Agreement, subject constitute all the properties, assets and rights used in, held for use in, material to normal wear or necessary for the conduct and tear operation of the Business, and (ii) not obsolete, dangerous or in need of renewal or replacement, except for renewal or replacement in include the ordinary course of business, consistent with past practice. All properties used in the operations of the Company or any Subsidiary are reflected assets set forth on the Company Balance Sheet to the extent required under GAAP to be so reflected. Schedule 2.10 of the Company Disclosure Letter identifies each parcel of real property leased by the Company or any Subsidiary. The Company and its Subsidiaries have adequate rights of ingress and egress into any real property used in the operation of their respective businesses. The Company has heretofore provided to Acquiror’s counsel true, correct and complete copies of all leases, subleases and other agreements under which the Company and/or any Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any real property or facility, including all modifications, amendments and supplements thereto. Neither the Company nor any Subsidiary currently owns, or has owned, any real property2.14(e)(ii).

Title to Property and Assets. The Company Mortgage Borrower has good, marketable and insurable (i) leasehold title to the Land and the Improvements relating to the Ground Lease Properties, and enjoys the quiet and peaceful possession of the Leasehold Estate related thereto, and (ii) fee simple title to the Land and the Improvements relating to the Fee Properties, in each Subsidiary case free and clear of all Liens whatsoever except the Permitted Encumbrances. Mortgage Borrower has good and valid marketable title to all of its respective properties, and interests in properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except properties and assets, or interests in properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which afford the Company valid leasehold possession remainder of the properties and assets that are Property (excluding the subject of such leases, in each caseExcluded Personal Property), free and clear of all Encumbrances, Liens whatsoever except (a) the Permitted Encumbrances. The Security Instruments, (b) such imperfections of title and non-monetary Encumbrances as do not and will not materially detract from or materially interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (c) liens securing indebtedness that is reflected on the Company Balance Sheet, and (d) with respect to Company IP Rights, the licenses set forth when properly recorded in the Contracts disclosed appropriate records, together with any Uniform Commercial Code financing statements required to be filed in Schedule 2.20(a)(xi) of the Company Disclosure Letter. The plantconnection therewith, property and equipment of each of the Company and each Subsidiary that are used in the operations of their respective businesses are will create (i) in good operating condition a valid, perfected first mortgage lien on the Land and repairthe Improvements or the leasehold estate therein, as applicable, subject only to normal wear and tear Permitted Encumbrances and (ii) not obsoleteperfected security interests in and to, dangerous and perfected collateral assignments of, all personalty other than the Excluded Personal Property (including the Subleases) or any leases of equipment from third parties, all in accordance with the terms thereof, in each case subject only to any applicable Permitted Encumbrances. For avoidance of doubt, those portions of the Excluded Personal Property owned by Master Lessee constituting “FF&E” as defined in the Master Lease, are subject to a Lien in favor of the Mortgage Borrower, as landlord, under the Master Lease, and such landlord Lien has been assigned to Mortgage Lender, along with Mortgage Borrower’s other rights as landlord under the Master Lease, pursuant to the Security Instruments and the Assignment of Leases (such landlord Lien, as assigned to Lender, the “Assigned Landlord Lien”). There are no claims for payment for work, labor or materials affecting the Property which are or may become a lien prior to, or of equal priority with, the Liens created by the Loan Documents (Mortgage) other than the Permitted Encumbrances. None of the Permitted Encumbrances would individually or in need the aggregate reasonably be expected to result in a Material Adverse Effect as of renewal the Closing Date and thereafter. Mezzanine Borrower shall cause Mortgage Borrower to preserve its right, title and interest in and to the Property for so long as the Mezzanine Notes remain outstanding and will cause Mortgage Borrower to warrant and defend same and the validity and priority of the Lien of the Mortgage Loan Documents from and against any and all claims whatsoever other than the Permitted Encumbrances. Mezzanine Borrower shall cause each Senior Mezzanine Borrower to preserve its right, title and interest in and to the applicable Senior Mezzanine Collateral for so long as the Mezzanine Notes remain outstanding and will cause each Senior Mezzanine Borrower to warrant and defend same and the validity and priority of the Lien of its Senior Mezzanine Loan Documents from and against any and all claims whatsoever other than Permitted Encumbrances. Each Senior Mezzanine Borrower owns all of its Senior Mezzanine Collateral, including without limitation, its Senior Mezzanine Ownership Interests, subject to no rights of others, including any liens or replacementother encumbrances except for Permitted Encumbrances (Senior Mezzanine). Mezzanine Borrower owns all of the Collateral, including without limitation, the Ownership Interests, subject to no rights of others, including any liens or other encumbrances, except for renewal or replacement in the ordinary course of business, consistent with past practice. All properties used in the operations of the Company or any Subsidiary are reflected on the Company Balance Sheet to the extent required under GAAP to be so reflected. Schedule 2.10 of the Company Disclosure Letter identifies each parcel of real property leased by the Company or any Subsidiary. The Company and its Subsidiaries have adequate rights of ingress and egress into any real property used in the operation of their respective businesses. The Company has heretofore provided to Acquiror’s counsel true, correct and complete copies of all leases, subleases and other agreements under which the Company and/or any Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any real property or facility, including all modifications, amendments and supplements thereto. Neither the Company nor any Subsidiary currently owns, or has owned, any real propertyPermitted Encumbrances (Third Mezzanine).

Title to Property and Assets. The Company and each Subsidiary has Sellers have good and valid title to all of its respective properties, and interests in properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except properties and assets, or interests in properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which afford the Company valid leasehold possession of the properties and assets that are the subject of such leases, in each casePurchased Assets, free and clear of all Encumbrances, except (a) Permitted Encumbrances, (b) such imperfections of title for current Taxes not yet due and non-monetary Encumbrances as do payable and statutory liens incurred for obligations not and will not materially detract from or materially interfere with past due. Following the use consummation of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (c) liens securing indebtedness that is reflected on transactions contemplated by this Agreement and the Company Balance Sheet, and (d) with respect to Company IP Rights, the licenses set forth in the Contracts disclosed in Schedule 2.20(a)(xi) execution of the Company Disclosure Letterinstruments of transfer contemplated by this Agreement, Acquiror will acquire good and marketable title to all of the Purchased Assets, free and clear of any Encumbrances. The plant, property and equipment of each of the Company and each Subsidiary that are used in the operations of their respective businesses Tangible Assets 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 tear, (iii) regularly and properly maintained, (iv) free from any material defects and (v) are adequate and sufficient for all current operations of the Business. Schedule 1.2(ii) of this Agreement sets forth a true, complete and accurate list of each item, or each group of like items (stating the number), of the Tangible Assets, which list identifies (i) the type and location of each such item or group of items, and (ii) not obsoleteto the extent available, dangerous or in need original acquisition date and cost of renewal or replacement, except for renewal or replacement in the ordinary course of business, consistent with past practicesuch items. All properties used in the operations of the Company or any Subsidiary each Seller are reflected on the Company Seller Balance Sheet to the extent required under GAAP is to be so reflected. Schedule 2.10 Neither Seller owns any real property. Section 2.11 of the Company Seller Disclosure Letter identifies personal property and equipment that is leased to Sellers and each parcel of real property leased by the Company or Seller, and, with respect to any Subsidiaryreal property leased in Israel, a summary of the material terms of such lease. The Company and its Subsidiaries have Each Seller has adequate rights of ingress and egress into any real property used in the operation of their respective businesses. The Company Each Seller has heretofore provided to Acquiror’s counsel true, correct and complete copies of all leases, subleases and other agreements under which the Company and/or any Subsidiary such Seller uses or occupies or has the right to use or occupy, now or in the future, any real property or facility, or under which any Seller has the right to use personal property including all modifications, amendments and supplements thereto. Neither the Company nor any Subsidiary Seller currently owns, or has owned, owns any real property. Each Seller is in peaceful and undisturbed possession of each leased parcel of real property and such personal property. All leases of real or personal property to which each Seller is a party is in full force and effect. The Purchased Assets constitute all assets, properties and rights necessary for the conduct of the Business as currently conducted and as currently proposed to be conducted.

Title to Property and Assets. The Each of the Company and each Subsidiary has good and valid marketable title to all of its respective properties, and interests in properties and assets, real and personal, reflected on the Company Balance Sheet Financial Statements or acquired after the Company Balance Sheet Date (Date, except properties and assets, or interests in properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which afford the Company valid leasehold possession of the properties and assets that are the subject of such leases, in each case, free and clear of all Encumbrances, except (a) Permitted Encumbrances, (b) such imperfections of title and non-monetary Encumbrances as do not and will not materially detract from or materially interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (c) liens securing indebtedness that is reflected on the Company Balance Sheet, and (d) with respect to Company IP Rights, the licenses set forth in the Contracts disclosed in Schedule 2.20(a)(xi) of the Company Disclosure Letter. The plant, personal property and equipment (taken as a whole) are in such operating condition and repair (subject to normal wear and tear) as necessary for the conduct of each the business of the Company and each Subsidiary that are used in the operations of their respective businesses are (i) in good operating condition and repair, subject to normal wear and tear and (ii) not obsolete, dangerous or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business, consistent with past practiceas currently conducted. All properties used in the operations of the Company or any Subsidiary are reflected on the Company Balance Sheet Financial Statements to the extent required under GAAP to be so reflected. Schedule Section 2.10 of the Company Disclosure Letter Schedule identifies each parcel of real property leased by the Company or any Subsidiary. The Company and its Subsidiaries have adequate rights of ingress and egress into any real property used in the operation of their respective businesses. The Company has heretofore provided to Acquiror’s counsel Acquirer true, correct and complete copies of all leases, subleases and other agreements under which the Company and/or any Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any real property or facility, including all modifications, amendments and supplements thereto. Neither the Company nor any Subsidiary currently owns, or has owned, owns any real property. Nothing in this Section 2.10 shall be deemed a representation or warranty regarding Company Intellectual Property.

Title to Property and Assets. The (a) Each of the Company and each Subsidiary its Subsidiaries has good and valid title to all of its their respective properties, and interests in material properties and assets, real and personal, assets reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except properties and assetsproperties, or interests in properties and assets, assets sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to material leased properties and assets, valid leasehold interests in such properties and assets which afford the Company valid leasehold possession of the properties and assets that are the subject of such leasesassets, in each case, free and clear of all Encumbrances, except (a) for Permitted Encumbrances, . (b) such imperfections of title and non-monetary Encumbrances as do not and will not materially detract from or materially interfere with the use None of the properties subject thereto Company or affected therebyany of its Subsidiaries owns any real property or any interest in real property. Schedule 2.9(b) to the Company Disclosure Letter is a complete and correct list of all material real property and interests in such material real property leased or subleased by the Company or any of its Subsidiaries (each such property or interest, a "Leased Real Property"). With respect to Leased Real Property, none of the Company or any of its Subsidiaries has (x) subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof, or otherwise materially impair business operations involving (y) collaterally assigned or granted any other security interest in any such propertiesleasehold estate or any interest therein. The Company has heretofore made available to Parent true, correct and complete copies of all leases, subleases and other Contracts under which the Company and/or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any Leased Real Property, including all modifications, amendments and supplements thereto. (c) liens securing indebtedness that is reflected on the Company Balance Sheet, and (d) with respect to Company IP Rights, the licenses set forth in the Contracts disclosed in Schedule 2.20(a)(xi) of the Company Disclosure Letter. The plant, personal property and equipment of each of the Company and each Subsidiary its Subsidiaries that are used in the operations of their respective businesses are (i) reasonably suitable for the uses to which they are currently employed, (ii) in good operating condition and repair, subject to normal wear and tear tear, (iii) regularly and properly maintained, (iiiv) not obsolete, dangerous or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business, consistent with past practice, and (v) free from any material defects. All properties used in the operations of the Company or any Subsidiary of its Subsidiaries are reflected on the Company Balance Sheet to the extent required under GAAP to be so reflected. Schedule 2.10 . (d) To the knowledge of the Company, the Company Disclosure Letter identifies each parcel and its Subsidiaries are not in violation of real property leased by any zoning, building or safety ordinance, regulation or requirement applicable to the operation of any Leased Real Property, except for such violations that would not reasonably be expected to result in Liability that is material to the Company and its Subsidiaries, taken as a whole, nor has the Company or any Subsidiaryof its Subsidiaries received any notice of violation of any such ordinance, regulation or requirement with which it has not complied. The Company and its Subsidiaries have adequate rights of ingress and egress into any material real property used in the operation of their respective businesses. The Company has heretofore provided to Acquiror’s counsel true, correct and complete copies of all leases, subleases and other agreements under which the Company and/or any Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any real property or facility, including all modifications, amendments and supplements thereto. Neither the Company nor any Subsidiary currently owns, or has owned, any real property.

Title to Property and Assets. The Company Mortgage Borrower has good, marketable and insurable (i) leasehold title to the Land and the Improvements relating to the Ground Lease Properties, and enjoys the quiet and peaceful possession of the Leasehold Estate related thereto, and (ii) fee simple title to the Land and the Improvements relating to the Fee Properties, in each Subsidiary case free and clear of all Liens whatsoever except the Permitted Encumbrances. Mortgage Borrower has good and valid marketable title to all of its respective properties, and interests in properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except properties and assets, or interests in properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which afford the Company valid leasehold possession remainder of the properties and assets that are Property (excluding the subject of such leases, in each caseExcluded Personal Property), free and clear of all Encumbrances, Liens whatsoever except (a) the Permitted Encumbrances. The Security Instruments, (b) such imperfections of title and non-monetary Encumbrances as do not and will not materially detract from or materially interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (c) liens securing indebtedness that is reflected on the Company Balance Sheet, and (d) with respect to Company IP Rights, the licenses set forth when properly recorded in the Contracts disclosed appropriate records, together with any Uniform Commercial Code financing statements required to be filed in Schedule 2.20(a)(xi) of the Company Disclosure Letter. The plantconnection therewith, property and equipment of each of the Company and each Subsidiary that are used in the operations of their respective businesses are will create (i) in good operating condition a valid, perfected first mortgage lien on the Land and repairthe Improvements or the leasehold estate therein, as applicable, subject only to normal wear and tear Permitted Encumbrances and (ii) not obsoleteperfected security interests in and to, dangerous and perfected collateral assignments of, all personalty other than the Excluded Personal Property (including the Subleases) or any leases of equipment from third parties, all in need accordance with the terms thereof, in each case subject only to any applicable Permitted Encumbrances. For avoidance of renewal or replacementdoubt, except for renewal or replacement those portions of the Excluded Personal Property owned by Master Lessee constituting “FF&E” as defined in the ordinary course of businessMaster Lease, consistent with past practice. All properties used are subject to a Lien in the operations favor of the Company or any Subsidiary are reflected on Mortgage Borrower, as landlord, under the Company Balance Sheet Master Lease, and such landlord Lien has been assigned to Mortgage Lender, along with Mortgage Borrower’s other rights as landlord under the Master Lease, pursuant to the extent required under GAAP Security Instruments and the Assignment of Leases (such landlord Lien, as assigned to be so reflectedLender, the “Assigned Landlord Lien”). Schedule 2.10 There are no claims for payment for work, labor or materials affecting the Property which are or may become a lien prior to, or of equal priority with, the Liens created by the Loan Documents (Mortgage) other than the Permitted Encumbrances. None of the Company Disclosure Letter identifies each parcel of real property leased by the Company or any Subsidiary. The Company and its Subsidiaries have adequate rights of ingress and egress into any real property used in the operation of their respective businesses. The Company has heretofore provided to Acquiror’s counsel true, correct and complete copies of all leases, subleases and other agreements under which the Company and/or any Subsidiary uses or occupies or has the right to use or occupy, now Permitted Encumbrances would individually or in the future, any real property or facility, including all modifications, amendments and supplements thereto. Neither aggregate reasonably be expected to result in a Material Adverse Effect as of the Company nor any Subsidiary currently owns, or has owned, any real property.Closing Date

Title to Property and Assets. The Company and each Subsidiary has good and valid title to all of its respective properties, and interests in properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except properties and assets, or interests in properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which afford the Company valid leasehold possession of the properties and assets that are the subject of such leases, in each case, free and clear of all Encumbrances, except (a) Permitted Encumbrances, (b) such imperfections of title and non-monetary Encumbrances Except as do not and will not materially detract from or materially interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (c) liens securing indebtedness that is reflected on the Company Balance Sheet, and (d) with respect to Company IP Rights, the licenses set forth in the Contracts disclosed in Schedule 2.20(a)(xion Section 4.11(a) of the Seller Disclosure Schedule, the Real Property and other assets, properties and rights validly held by the Company Disclosure Letter. The plantGroup constitute, property and equipment of each in all material respects, all of the Company assets, properties and each Subsidiary that are rights used in the operations of their respective businesses are (i) in good operating condition and repair, subject or necessary to normal wear and tear and (ii) not obsolete, dangerous or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business, consistent with past practice. All properties used in conduct the operations of the Company or any Subsidiary are reflected on Group in the Company Balance Sheet to the extent required under GAAP to be so reflected. Schedule 2.10 same manner as such operations have been conducted as of the Company date hereof. (b) Section 4.11(b) of the Seller Disclosure Letter identifies each parcel Schedule sets forth the tracts of real property leased by the Company or Real Property (other than Rights-of-Way) to which any Subsidiary. The Company and its Subsidiaries have adequate rights of ingress and egress into any real property used in the operation of their respective businesses. The Company has heretofore provided to Acquiror’s counsel trueany right, title, interest or possession, and noting whether such Real Property is owned in fee or covered by a lease. (c) True, correct and complete copies of each lease, sublease, license, concession or other agreement constituting Real Property, and any material amendment or supplement thereto, have been made available to Buyer. (d) The applicable Company (i) owns and has good and indefeasible fee simple title to all of its owned Real Property and (ii) has valid leasehold interests in all of its leased Real Properties, in each case free and clear of all Liens (except in all cases for Permitted Encumbrances, Permitted Tax Liens and obligations owing by the lessee under the applicable lease (with respect to the leased Real Properties)). All material leases under which a Company leases any Real Property or tangible personal property are valid and effective against such Company and, to the Knowledge of Seller, the counterparties thereto, in accordance with their respective terms, and there is not, under any of such leases, subleases any existing default in any material respect by such Company or, to the Knowledge of Seller, the counterparties thereto, or, to the Knowledge of Seller, any event which, with notice or lapse of time or both, would become a default in any material respect by such Company or the counterparties thereto. (e) Each Company owns and has good title to all of their own tangible assets, equipment and other agreements personal property and has valid leasehold interests in all of its leased tangible personal property free and clear of all Liens (except in all cases for Permitted Encumbrances and obligations owing by the lessee under which the applicable lease (with respect to the leased personal properties)). Such assets, equipment and other personal property have been maintained in a state of repair so as to be reasonably adequate, in all material respects, for normal operations consistent with the members of the Company and/or Group’s past practices. (f) Except as set forth on Section 4.11(f) of the Seller Disclosure Schedule, none of Seller, members of the Company Group or any Subsidiary uses of their respective Affiliates has received any written notice from a Governmental Authority alleging that any Real Property, or occupies the use of Real Property by any Company, is in violation, in any material respect, of any applicable Law. (g) Except as set forth on Section 4.11(g) of the Seller Disclosure Schedule, there are no eminent domain, land-use, Permit-related or other similar Actions pending or, to the Knowledge of Seller, threatened in writing, by any Governmental Authority affecting any Real Property, and Seller has not received written notice from a Governmental Authority that any material Permit to use the right Real Property will not be renewed upon expiration or that any material condition will be imposed to use or occupyrenew the same. (h) There are no subleases, now assignments, occupancy agreements or other agreements granting to any Person (other than one or more of the Company Group members) the right of use or occupancy of any Real Property, and there is no Person (other than one or more of the Company Group members) in possession of any of such Real Property other than customary easements, rights-of-way agreements, land-related licenses and surface use agreements, land use agreements and similar type land-related agreements relating to power, water and other utilities and other immaterial easements, rights-of-way agreements, land-related licenses and surface use agreements, land use agreements and similar type land-related agreements which do not materially and adversely impact the conduct of the Business by the Company Group. (i) Seller has delivered or made available to Buyer correct and complete copies of all title insurance policies, opinions, abstracts and surveys in the future, any real property possession of Seller or facility, including all modifications, amendments and supplements thereto. Neither the Company nor any Subsidiary currently owns, or has owned, any real propertyGroup relating to the material owned Real Property.

Title to Property and Assets. (a) The Company and each Company Subsidiary has good and valid title to, or valid leasehold interests in, all of the material Personal Property used or held for use in its business or reflected in the Last Balance Sheet (except for Permitted Encumbrances). The Personal Property used in the business and operation of the Company or each such Company Subsidiary, as applicable, as presently conducted is in good operating condition and repair (subject to ordinary wear and tear) and available for immediate use in the business and operation of the Company or such Company Subsidiary, as applicable, as presently conducted. (b) Set forth on Company Disclosure Schedule 3.8(b) is a complete and correct list of all Leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) for each Leased Real Property (including the street address, the name of the lessor and lessee and sublessor or sublessee (if any), the remaining term of each Lease, and the amount of any periodic rental payment due thereunder) currently leased by the Company as of the date of this Agreement. The Company has made available to the Pioneer Parties true, current and complete copies of all such Leases. (c) The Company and each Company Subsidiary, as applicable, has good and valid leasehold title to, and enjoys peaceful and undisturbed possession of, all of its respective properties, and interests in properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except properties and assets, or interests in properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which afford the Company valid leasehold possession of the properties and assets that are the subject of such leases, in each caseLeased Real Property, free and clear of all Encumbrances, Liens except (a) for Permitted Encumbrances, (b) such imperfections of title and non-monetary Encumbrances as do not and will not materially detract from or materially interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (c) liens securing indebtedness that is reflected on the Company Balance Sheet, and . (d) with respect to Company IP Rights, the licenses set forth in the Contracts disclosed in Schedule 2.20(a)(xi) of the Company Disclosure Letter. The plant, property Each Lease is a valid and equipment of each of the Company and each Subsidiary that are used in the operations of their respective businesses are (i) in good operating condition and repair, subject to normal wear and tear and (ii) not obsolete, dangerous or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business, consistent with past practice. All properties used in the operations binding obligation of the Company or any Subsidiary are reflected on the Company Balance Sheet Subsidiary party thereto, subject to applicable Creditors’ Rights. Except as set forth on Company Disclosure Schedule 3.8(d), (i) neither the Company nor any Company Subsidiary has received any notice of any pending or, to the extent required under GAAP to be so reflected. Schedule 2.10 Knowledge of the Company, threatened condemnation actions affecting the Company’s or any Company Disclosure Letter identifies each parcel Subsidiary’s use or occupancy of real property leased the Leased Real Property, (ii) neither the Company nor any Company Subsidiary, nor, to the Knowledge of the Company, any other party to any Lease, is in material breach or default under any such Lease (beyond all applicable notice and cure periods) and there are no material disputes with respect to any such Leases and no event has occurred that constitutes a default (or an event 40 that with notice or lapse of time or both would become a breach or default) under any such Lease by the Company or any Subsidiary. The Company Subsidiary after the Closing or, to the Knowledge of the Company, by any other party to any Lease, and its Subsidiaries have adequate rights of ingress and egress into any real property used in the operation of their respective businesses. The Company has heretofore provided to Acquiror’s counsel true(iii) except for Permitted Encumbrances, correct and complete copies of all leases, subleases and other agreements under which neither the Company and/or nor any Company Subsidiary uses has subleased, licensed or occupies or has otherwise granted any Person the right to use or occupyoccupy the Leased Real Property or any material portion thereof, now and other than the Company or any Company Subsidiary, there are no parties in the future, possession of any real property or facility, including all modifications, amendments and supplements thereto. portion of any Leased Real Property. (e) Neither the Company nor any Company Subsidiary currently owns, leases or has otherwise holds title to any real property other than the Leased Real Property. The Leased Real Property constitutes all of the real property interests needed for the conduct of the business of the Company and the Company Subsidiaries as currently conducted. To the Knowledge of the Company, all structures, improvements, fixtures and Equipment, and all components thereof, owned, leased or used by the Company or any real propertyCompany Subsidiary and located on the Leased Real Property (the “Improvements”) are in good condition and repair (ordinary wear and tear excepted). To the Knowledge of the Company, there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of any of the Improvements or any portion thereof in the operation of the business of the Company and the Company Subsidiaries, as it is currently operated.

Title to Property and Assets. The Each of the Company and each Subsidiary has good and valid title to all of its their respective properties, and interests in properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except properties and assets, or interests in properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which afford the Company valid leasehold possession of the properties and assets that are the subject of such leases, in each case, free and clear of all Encumbrances, except except (ai) Permitted EncumbrancesEncumbrances incurred in the ordinary course of business consistent with past practice for obligations not past due, (bii) such imperfections of title and non-monetary Encumbrances as do not and will not materially detract from or materially interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, and (ciii) liens securing indebtedness that is reflected on the Company Balance Sheet, and (d) with respect to Company IP Rights, the licenses set forth in the Contracts disclosed in Schedule 2.20(a)(xi) of the Company Disclosure Letter. The plant, property and equipment of each of the Company and each Subsidiary that are used in the operations of their respective businesses are (i) in good operating condition and repair, subject to normal wear and tear and (ii) not obsolete, dangerous or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business, consistent with past practice. All properties used in the operations of the Company or any Subsidiary are reflected on the Company Balance Sheet to the extent required under GAAP to be so reflected. Schedule 2.10 2.9 of the Company Disclosure Letter identifies each parcel of real property leased by the Company or any Subsidiary. The Company and its Subsidiaries have adequate rights of ingress and egress into any real property used in the operation of their respective businessesbusinesses as currently conducted. The Company has heretofore provided or made available to Acquiror’s Acquiror or its counsel true, correct and complete copies of all leases, subleases and other agreements under which the Company and/or any Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any real property or facility, including all modifications, amendments and supplements thereto. Neither the Company nor any Subsidiary currently owns, or has owned, owns any real propertyproperty or any tenant improvement.

Title to Property and Assets. The Each of the Company and each Subsidiary has good and valid title to all of its their respective properties, and interests in properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except properties and assetsproperties, or interests in properties and assets, assets sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which afford the Company valid peaceful and undisturbed leasehold possession of the properties and assets that are the subject of such the leases, in each case, free and clear of all Encumbrances, except (ai) Permitted Encumbrancesliens for current Taxes not yet due and payable and statutory liens incurred in the ordinary course of business consistent with past practice for obligations not past due, (bii) such imperfections of title and non-monetary Encumbrances as do not and will not materially detract from or materially interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, and (ciii) liens securing indebtedness that is reflected on the Company Balance Sheet, and (d) with respect to Company IP Rights, the licenses set forth in the Contracts disclosed in Schedule 2.20(a)(xi) of the Company Disclosure Letter. The plant, property and equipment of each of the Company and each Subsidiary that are 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 tear, (iii) regularly and properly maintained, (iiiv) not obsolete, dangerous or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business, consistent with past practice, and (v) to the knowledge of the Company and each Subsidiary, free from any material defects. All properties used in the operations of the Company or any Subsidiary are reflected on the Company Balance Sheet to the extent required under GAAP to be so reflected. Schedule 2.10 of the Company Disclosure Letter 2.9 identifies each parcel of real property owned or leased by the Company or any Subsidiary. The Company and its Subsidiaries are not in violation of any zoning, building, safety or environmental ordinance, regulation or requirement applicable to the operation of its owned or leased real properties, nor has the Company or any of its Subsidiaries received any notice of violation of any such ordinance, regulation or requirement with which it has not complied. The Company and its Subsidiaries have adequate rights of ingress and egress into any real property used in the operation of their respective businesses. The Company has heretofore provided to Acquiror’s counsel Acquiror true, correct and complete copies of all leases, subleases and other agreements under which the Company and/or any Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any real property or facility, including all modifications, amendments and supplements thereto. Neither the Company nor any Subsidiary currently owns, or has owned, any real property.

Title to Property and Assets. The Each of the Company and each Subsidiary has good and valid title to all of its their respective properties, and interests in properties and assets, real and personal, reflected on the Company Balance Sheet Financial Statements or acquired after the Company Balance Sheet Date (Date, except properties and assets, or interests in properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which afford the Company valid leasehold possession of the properties and assets that are the subject of such leases, in each case, free and clear of all Encumbrances, except (ai) Permitted EncumbrancesEncumbrances incurred in the ordinary course of business consistent with past practice for obligations not past due, (bii) such imperfections of title and non-monetary Encumbrances as do not and will not materially detract from or materially interfere with the use of the properties subject thereto or affected thereby, thereby or otherwise materially impair business operations involving such properties, properties and (ciii) liens securing indebtedness that is reflected on the Company Balance Sheet, and (d) with respect to Company IP Rights, the licenses set forth in the Contracts disclosed in Schedule 2.20(a)(xi) of the Company Disclosure Letter. The plant, property and equipment of each of the Company and each Subsidiary that are used in the operations of their respective businesses are (i) in good operating condition and repair, subject to normal wear and tear and (ii) not obsolete, dangerous or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business, consistent with past practicetear. All properties used in the operations of the Company or any Subsidiary are reflected on the Company Balance Sheet Financial Statements to the extent required under GAAP or Taiwan GAAP to be so reflected. Schedule 2.10 of the Company Disclosure Letter Schedule identifies each parcel of real property leased by the Company or any Subsidiary. The Company and its the Subsidiaries have adequate rights of ingress and egress into any real property used in the operation of their respective businesses. The Company has heretofore provided to Acquiror’s counsel true, correct and complete copies of all leases, subleases and other agreements under which the Company and/or any Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any real property or facility, including all modifications, amendments and supplements thereto. Neither the Company nor any Subsidiary currently owns, or has owned, owns any real property.

Title to Property and Assets. The Company Mortgage Borrower has good, marketable and insurable (i) leasehold title to the Land and the Improvements relating to the Ground Lease Properties, and enjoys the quiet and peaceful possession of the Leasehold Estate related thereto, and (ii) fee simple title to the Land and the Improvements relating to the Fee Properties, in each Subsidiary case free and clear of all Liens whatsoever except the Permitted Encumbrances. Mortgage Borrower has good and valid marketable title to all of its respective properties, and interests in properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except properties and assets, or interests in properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which afford the Company valid leasehold possession remainder of the properties and assets that are Property (excluding the subject of such leases, in each caseExcluded Personal Property), free and clear of all Encumbrances, Liens whatsoever except (a) the Permitted Encumbrances. The Security Instruments, (b) such imperfections of title and non-monetary Encumbrances as do not and will not materially detract from or materially interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (c) liens securing indebtedness that is reflected on the Company Balance Sheet, and (d) with respect to Company IP Rights, the licenses set forth when properly recorded in the Contracts disclosed appropriate records, together with any Uniform Commercial Code financing statements required to be filed in Schedule 2.20(a)(xi) of the Company Disclosure Letter. The plantconnection therewith, property and equipment of each of the Company and each Subsidiary that are used in the operations of their respective businesses are will create (i) in good operating condition a valid, perfected first mortgage lien on the Land and repairthe Improvements or the leasehold estate therein, as applicable, subject only to normal wear and tear Permitted Encumbrances and (ii) not obsoleteperfected security interests in and to, dangerous and perfected collateral assignments of, all personalty other than the Excluded Personal Property (including the Subleases) or any leases of equipment from third parties, all in accordance with the terms thereof, in each case subject only to any applicable Permitted Encumbrances. For avoidance of doubt, those portions of the Excluded Personal Property owned by Master Lessee constituting “FF&E” as defined in the Master Lease, are subject to a Lien in favor of the Mortgage Borrower, as landlord, under the Master Lease, and such landlord Lien has been assigned to Mortgage Lender, along with Mortgage Borrower’s other rights as landlord under the Master Lease, pursuant to the Security Instruments and the Assignment of Leases (such landlord Lien, as assigned to Lender, the “Assigned Landlord Lien”). There are no claims for payment for work, labor or materials affecting the Property which are or may become a lien prior to, or of equal priority with, the Liens created by the Loan Documents (Mortgage) other than the Permitted Encumbrances. None of the Permitted Encumbrances would individually or in need the aggregate reasonably be expected to result in a Material Adverse Effect as of renewal the Closing Date and thereafter. Mezzanine Borrower shall cause Mortgage Borrower to preserve its right, title and interest in and to the Property for so long as the Mezzanine Notes remain outstanding and will cause Mortgage Borrower to warrant and defend same and the validity and priority of the Lien hereof from and against any and all claims whatsoever other than the Permitted Encumbrances. Mezzanine Borrower owns all of the Collateral, including without limitation, the Ownership Interests, subject to no rights of others, including any liens or replacementother encumbrances, except for renewal or replacement in the ordinary course of business, consistent with past practice. All properties used in the operations of the Company or any Subsidiary are reflected on the Company Balance Sheet to the extent required under GAAP to be so reflected. Schedule 2.10 of the Company Disclosure Letter identifies each parcel of real property leased by the Company or any Subsidiary. The Company and its Subsidiaries have adequate rights of ingress and egress into any real property used in the operation of their respective businesses. The Company has heretofore provided to Acquiror’s counsel true, correct and complete copies of all leases, subleases and other agreements under which the Company and/or any Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any real property or facility, including all modifications, amendments and supplements thereto. Neither the Company nor any Subsidiary currently owns, or has owned, any real propertyPermitted Encumbrances (First Mezzanine).

Title to Property and Assets. The Company and each Subsidiary has good and valid title to all of its respective properties, and interests in properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except properties and assets, or interests in properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which afford the Company valid leasehold possession of the properties and assets that are the subject of such leases, in each case, free and clear of all Encumbrances, except (a) Permitted EncumbrancesEncumbrances incurred in the ordinary course of business consistent with past practice for obligations not past due, (b) such imperfections of title and non-monetary Encumbrances as do not and will not materially detract from or materially interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, and (c) liens securing indebtedness that is reflected on the Company Balance Sheet, and (d) with respect to Company IP Rights, the licenses set forth in the Contracts disclosed in Schedule 2.20(a)(xi) of the Company Disclosure Letter. The plant, property and equipment of each of the Company and each Subsidiary Company, taken as a whole, that are used in the operations of their respective its businesses are (i) in good operating condition and repair, subject to normal wear and tear and (ii) not obsolete, dangerous or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business, consistent with past practice. All properties used in the operations of the Company or any Subsidiary are reflected on the Company Balance Sheet to the extent required under GAAP to be so reflected. Schedule 2.10 2.9 of the Company Disclosure Letter identifies each parcel of real property leased by the Company or any SubsidiaryCompany. The Company and its Subsidiaries have has adequate rights of ingress and egress into any real property used in the operation of their respective its businesses. The Company has heretofore provided made available to Acquiror’s counsel true, correct and complete copies of all leases, subleases and other agreements under which the Company and/or any Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any real property or facility, including all modifications, amendments and supplements thereto. Neither the The Company nor any Subsidiary does not currently owns, or has owned, own any real property. As used in this Section 2.9, the term “assets” shall not include Company IP Rights (as defined in Section 2.10).

Title to Property and Assets. The (a) Company and each Subsidiary has good and valid marketable title to all of its respective properties, and interests in properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except properties and assetsto, or interests in properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in, all Personal Property owned, held or used by Company. Such Personal Property constitutes all Personal Property necessary or useful to conduct the business of Company as it is presently conducted. None of such Personal Property is owned by any other Person without a valid and enforceable right of Company to use and possess such Personal Property. None of such Personal Property is subject to any Lien of any nature whatsoever. (b) Company does not own any real property, nor has Company ever owned any real property. Schedule 3.09(b) sets forth a list of all real property currently leased by Company or otherwise used or occupied by Company (the “Leased Real Property”), the name of the lessor, the date of the lease and each amendment thereto and the aggregate annual rental payable under any such lease. Company has delivered to the Parent true and complete copies of all leases, lease guaranties, subleases or other agreements for the leasing, use or occupancy of, or otherwise granting a right in such properties or relating to, the Leased Real Property, including all amendments, terminations and assets modifications thereof (the “Lease Agreements”). The consummation of the transactions contemplated by this Agreement or any other Transaction Document to which afford Company is a party will not affect the rights of Company valid leasehold to the continued use and possession of the properties and assets that are Leased Real Property. To the subject knowledge of such leases, in each case, free and clear of all Encumbrances, except (a) Permitted Encumbrances, (b) such imperfections of title and non-monetary Encumbrances as do not and will not materially detract from or materially interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (c) liens securing indebtedness that is reflected on the Company Balance Sheet, and (d) with respect to Company IP RightsCompany, the licenses set forth in the Contracts disclosed in Schedule 2.20(a)(xi) of the Company Disclosure Letter. The plant, property and equipment of each of the Company and each Subsidiary that are used in the operations of their respective businesses are (i) Leased Real Property is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties and is structurally sufficient and otherwise suitable for the conduct of the business as presently conducted. (c) Schedule 3.09(c) lists all material items of equipment owned or leased by Company. Such equipment is adequate for the conduct of the business of Company as currently conducted and in good operating condition, regularly and property maintained, subject to normal wear and tear tear. (d) Company has sole and (ii) not obsoleteexclusive ownership, dangerous free and clear of any Liens, or in need the valid right to use, unrestricted by contract, of renewal all customer lists, customer contact information, customer correspondence and customer licensing and purchasing histories relating to current and former customers of Company. No Person other than Company possesses any licenses, claims or replacement, except for renewal or replacement in the ordinary course of business, consistent rights with past practice. All properties used in the operations of the Company or any Subsidiary are reflected on the Company Balance Sheet respect to the extent required under GAAP to be so reflected. Schedule 2.10 use of the Company Disclosure Letter identifies each parcel of real property leased any such customer information owned by the Company or any Subsidiary. The Company and its Subsidiaries have adequate rights of ingress and egress into any real property used in the operation of their respective businesses. The Company has heretofore provided to Acquiror’s counsel true, correct and complete copies of all leases, subleases and other agreements under which the Company and/or any Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any real property or facility, including all modifications, amendments and supplements thereto. Neither the Company nor any Subsidiary currently owns, or has owned, any real propertyCompany.

Title to Property and Assets. The Company and each Subsidiary has good and valid title to all of its respective properties, and interests in properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except properties and assets, or interests in properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which afford the Company valid leasehold possession of the properties and assets that are the subject of such leases, in each case, free and clear of all Encumbrances, except (a) Permitted Encumbrances, (b) such imperfections of title and non-monetary Encumbrances as do not and will not materially detract from or materially interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (c) liens securing indebtedness that is reflected on Neither the Company Balance Sheetnor any Company Subsidiary owns any real property, and (d) with respect to nor has the Company IP Rights, the licenses set forth in the Contracts disclosed in Schedule 2.20(a)(xior any Company Subsidiary ever owned any real property. Section 2.10(a) of the Company Disclosure Letter. The plantSchedule sets forth a list of all real property currently leased, property and equipment of each of the Company and each Subsidiary that are used in the operations of their respective businesses are (i) in good operating condition and repair, subject to normal wear and tear and (ii) not obsolete, dangerous subleased or in need of renewal licensed by or replacement, except for renewal or replacement in the ordinary course of business, consistent with past practice. All properties used in the operations of from the Company or any Company Subsidiary are reflected on the Company Balance Sheet to the extent required under GAAP to be so reflected. Schedule 2.10 of the Company Disclosure Letter identifies each parcel of real property leased or otherwise used or occupied by the Company or any Subsidiary. The Company and its Subsidiaries have adequate rights of ingress and egress into any real property used in Subsidiary for the operation of their respective businesses. businesses (the “Leased Real Property”). (b) The Company has heretofore provided made available to Acquiror’s counsel Acquiror true, correct and complete copies of all leases, subleases lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof (“Lease Agreements”), and there are no other agreements under Lease Agreements for real property affecting the Leased Real Property or to which the Company and/or is bound. All such Lease Agreements, with respect to the Company and any Company Subsidiary uses or occupies or has and, to the right Company’s knowledge, with respect to use or occupyany other party thereto, now or are valid and effective in the futureaccordance with their respective terms, and there is not, under any of such leases, any real property existing default, rent past due or facilityevent of default (or event which with notice or lapse of time, including all modificationsor both, amendments would constitute a default by the Company and supplements any Company Subsidiary or, to the Company’s knowledge, any other party thereto). Neither the Company nor any Company Subsidiary currently ownshas received any notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any such Lease Agreement, which has ownednot been fully remedied and withdrawn. The Company and the Company Subsidiaries currently occupy all of the Leased Real Property for the operation of their respective businesses. There are no other parties occupying, or with a right to occupy, the Leased Real Property. No brokerage commission or finders’ fee is owed with respect to any real propertysuch Leased Real Property, and the Company and the Company Subsidiaries would not owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. (c) The Leased Real Property is in reasonably good operating condition and repair, except for reasonable wear and tear, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is otherwise suitable for the conduct of the business as presently conducted. To the Company’s knowledge, neither the operation of the Company and the Company Subsidiaries on the Leased Real Property nor such Leased Real Property, including the improvements thereon, violate in any material respect any applicable building code, zoning requirement, ordinance, rule, regulation or statute relating to such property or operations thereon. To the Company’s knowledge, there are no Legal Requirements now in existence or under active consideration by any Governmental Entity which could require the tenant of any Leased Real Property to make any expenditure in excess of $10,000 to modify or improve such Leased Real Property to bring it into compliance therewith. The Company and the Company Subsidiaries shall not be required to expend more than $25,000 in the aggregate under all Lease Agreements to restore the Leased Real Property at the end of the term of the applicable Lease Agreement to the condition required under the Lease Agreement (assuming the conditions existing in such Leased Real Property as of the Agreement Date and as of the Closing). (d) The Company and the Company Subsidiaries have good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of their tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Encumbrances, except (i) as otherwise reflected in the Current Balance Sheet and (ii) Encumbrances for current Taxes not yet due and payable. (e) The equipment owned or leased by the Company and the Company Subsidiaries (i) is adequate for the conduct of the business of the Company as currently conducted and (ii) is in reasonably good operating condition, subject to normal wear and tear.

Title to Property and Assets. The Each of the Company and each Subsidiary has good and valid marketable title to all of its their respective properties, and interests in properties and assets, real and personal, reflected on the Company Balance Sheet Financial Statements or acquired after the Company Balance Sheet Date (Date, except properties and assets, or interests in properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which afford the Company valid leasehold possession of the properties and assets that are the subject of such leases, in each case, free and clear of all Encumbrances, except Encumbrances (a) other than Permitted Encumbrances, (b) such imperfections of title and non-monetary Encumbrances as do not and will not materially detract from or materially interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (c) liens securing indebtedness that is reflected on the Company Balance Sheet, and (d) with respect to Company IP Rights, the licenses set forth in the Contracts disclosed in Schedule 2.20(a)(xi) of the Company Disclosure Letter). The plant, tangible property and equipment of each of the Company and each Subsidiary that are used in the operations of their respective businesses are (i) in good such operating condition and repair, subject to normal wear and tear tear, as necessary for the conduct of the business of the Company as currently conducted and (ii) not obsolete, dangerous or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business, consistent with past practicecurrently proposed to be conducted. All properties used in the operations of the Company or any Subsidiary are reflected on the Company Balance Sheet Financial Statements to the extent required under GAAP to be so reflected. Schedule 2.10 2.8 of the Company Disclosure Letter Schedule identifies each parcel of real property leased by the Company or any Subsidiary. The Company and its Subsidiaries any Subsidiary have adequate rights of ingress and egress into any real property used in the operation of their respective businesses. The Company has heretofore provided made available to AcquirorAcquirer’s counsel true, correct and complete copies of all leases, subleases and other agreements under which the Company and/or any Subsidiary uses the Subsidiaries use or occupies occupy or has have the right to use or occupy, now or in the future, any real property or facility, including all modifications, amendments and supplements thereto. Neither the Company nor any Subsidiary currently owns, owns or has owned, ever owned any real property.

Title to Property and Assets. The (a) Each of the Company and each Subsidiary has good and valid title to all of its their respective properties, and interests in properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except properties and assetsproperties, or interests in properties and assets, assets sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which that afford the Company valid or such Subsidiary leasehold possession of the properties and assets that are the subject of such the leases, in each case, free and clear of all Encumbrances, except (a) Encumbrances other than Permitted Encumbrances, . (b) such imperfections of title and non-monetary Encumbrances as do not and will not materially detract from or materially interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (c) liens securing indebtedness that is reflected on Neither the Company Balance Sheet, and (d) with respect to Company IP Rights, the licenses set forth nor any Subsidiary owns any real property or interests in the Contracts disclosed in real property. Schedule 2.20(a)(xi2.9(b) of the Company Disclosure Letter. The plantLetter is a true, correct and complete list as of the Agreement Date of all material real property and equipment of each of the Company and each Subsidiary that are used interests in the operations of their respective businesses are (i) in good operating condition and repair, subject to normal wear and tear and (ii) not obsolete, dangerous or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business, consistent with past practice. All properties used in the operations of the Company or any Subsidiary are reflected on the Company Balance Sheet to the extent required under GAAP to be so reflected. Schedule 2.10 of the Company Disclosure Letter identifies each parcel of real property leased by the Company or any SubsidiarySubsidiary (each such property or interest, “Leased Real Property”). The With respect to Leased Real Property, neither the Company and its Subsidiaries have adequate rights of ingress and egress into nor any real property used Subsidiary has (i) subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any material portion thereof, or (ii) collaterally assigned or granted any other security interest in the operation of their respective businessesany such leasehold estate or any material interest therein. The Company has heretofore provided made available to Acquiror’s counsel Parent true, correct and complete copies of all leases, subleases and other agreements Contracts under which the Company and/or any Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any real property or facilityLeased Real Property, including all modifications, amendments and supplements thereto. Neither . (c) Except as would not reasonably be expected to be material to the Company nor and the Subsidiaries, taken as a whole, the plant, property and equipment of the Company and each Subsidiary that are used in the operations of the Business 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) not obsolete, dangerous or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business consistent with past practice, and (iv) to the knowledge of the Company, free from any Subsidiary currently ownsmaterial defects. For the avoidance of doubt, or has owned, no representation is made in this Section 2.9(c) regarding any real propertyproperty or any Intellectual Property.

Title to Property and Assets. The Company Mortgage Borrower has good, marketable and insurable (i) leasehold title to the Land and the Improvements relating to the Ground Lease Properties, and enjoys the quiet and peaceful possession of the Leasehold Estate related thereto, and (ii) fee simple title to the Land and the Improvements relating to the Fee Properties, in each Subsidiary case free and clear of all Liens whatsoever except the Permitted Encumbrances. Mortgage Borrower has good and valid marketable title to all of its respective properties, and interests in properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except properties and assets, or interests in properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which afford the Company valid leasehold possession remainder of the properties and assets that are Property (excluding the subject of such leases, in each caseExcluded Personal Property), free and clear of all Encumbrances, Liens whatsoever except (a) the Permitted Encumbrances. The Security Instruments, (b) such imperfections of title and non-monetary Encumbrances as do not and will not materially detract from or materially interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (c) liens securing indebtedness that is reflected on the Company Balance Sheet, and (d) with respect to Company IP Rights, the licenses set forth when properly recorded in the Contracts disclosed appropriate records, together with any Uniform Commercial Code financing statements required to be filed in Schedule 2.20(a)(xi) of the Company Disclosure Letter. The plantconnection therewith, property and equipment of each of the Company and each Subsidiary that are used in the operations of their respective businesses are will create (i) in good operating condition a valid, perfected first mortgage lien on the Land and repairthe Improvements or the leasehold estate therein, as applicable, subject only to normal wear and tear Permitted Encumbrances and (ii) not obsoleteperfected security interests in and to, dangerous and perfected collateral assignments of, all personalty other than the Excluded Personal Property (including the Subleases) or any leases of equipment from third parties, all in accordance with the terms thereof, in each case subject only to any applicable Permitted Encumbrances. For avoidance of doubt, those portions of the Excluded Personal Property owned by Master Lessee constituting “FF&E” as defined in the Master Lease, are subject to a Lien in favor of the Mortgage Borrower, as landlord, under the Master Lease, and such landlord Lien has been assigned to Mortgage Lender, along with Mortgage Borrower’s other rights as landlord under the Master Lease, pursuant to the Security Instruments and the Assignment of Leases (such landlord Lien, as assigned to Lender, the “Assigned Landlord Lien”). There are no claims for payment for work, labor or materials affecting the Property which are or may become a lien prior to, or of equal priority with, the Liens created by the Loan Documents (Mortgage) other than the Permitted Encumbrances. None of the Permitted Encumbrances would individually or in need the aggregate reasonably be expected to result in a Material Adverse Effect as of renewal the Closing Date and thereafter. Mezzanine Borrower shall cause Mortgage Borrower to preserve its right, title and interest in and to the Property for so long as the Mezzanine Notes remain outstanding and will cause Mortgage Borrower to warrant and defend same and the validity and priority of the Lien hereof from and against any and all claims whatsoever other than the Permitted Encumbrances. Senior Mezzanine Borrower owns all of the Senior Mezzanine Collateral, including without limitation, the Senior Mezzanine Ownership Interests, subject to no rights of others, including any liens or replacementother encumbrances except for Permitted Encumbrances (Senior Mezzanine). Mezzanine Borrower owns all of the Collateral, including without limitation, the Ownership Interests, subject to no rights of others, including any liens or other encumbrances, except for renewal or replacement in the ordinary course of business, consistent with past practice. All properties used in the operations of the Company or any Subsidiary are reflected on the Company Balance Sheet to the extent required under GAAP to be so reflected. Schedule 2.10 of the Company Disclosure Letter identifies each parcel of real property leased by the Company or any Subsidiary. The Company and its Subsidiaries have adequate rights of ingress and egress into any real property used in the operation of their respective businesses. The Company has heretofore provided to Acquiror’s counsel true, correct and complete copies of all leases, subleases and other agreements under which the Company and/or any Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any real property or facility, including all modifications, amendments and supplements thereto. Neither the Company nor any Subsidiary currently owns, or has owned, any real propertyPermitted Encumbrances (Second Mezzanine).

Title to Property and Assets. The Company Mortgage Borrower has good, marketable and insurable (i) leasehold title to the Land and the Improvements relating to the Ground Lease Properties, and enjoys the quiet and peaceful possession of the Leasehold Estate related thereto, and (ii) fee simple title to the Land and the Improvements relating to the Fee Properties, in each Subsidiary case free and clear of all Liens whatsoever except the Permitted Encumbrances. Mortgage Borrower has good and valid marketable title to all of its respective properties, and interests in properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except properties and assets, or interests in properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which afford the Company valid leasehold possession remainder of the properties and assets that are Property (excluding the subject of such leases, in each caseExcluded Personal Property), free and clear of all Encumbrances, Liens whatsoever except (a) the Permitted Encumbrances. The Security Instruments, (b) such imperfections of title and non-monetary Encumbrances as do not and will not materially detract from or materially interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (c) liens securing indebtedness that is reflected on the Company Balance Sheet, and (d) with respect to Company IP Rights, the licenses set forth when properly recorded in the Contracts disclosed appropriate records, together with any Uniform Commercial Code financing statements required to be filed in Schedule 2.20(a)(xi) of the Company Disclosure Letter. The plantconnection therewith, property and equipment of each of the Company and each Subsidiary that are used in the operations of their respective businesses are will create (i) in good operating condition a valid, perfected first mortgage lien on the Land and repairthe Improvements or the leasehold estate therein, as applicable, subject only to normal wear and tear Permitted Encumbrances and (ii) not obsoleteperfected security interests in and to, dangerous and perfected collateral assignments of, all personalty other than the Excluded Personal Property (including the Subleases) or any leases of equipment from third parties, all in accordance with the terms thereof, in each case subject only to any applicable Permitted Encumbrances. For avoidance of doubt, those portions of the Excluded Personal Property owned by Master Lessee constituting “FF&E” as defined in the Master Lease, are subject to a Lien in favor of the Mortgage Borrower, as landlord, under the Master Lease, and such landlord Lien has been assigned to Mortgage Lender, along with Mortgage Borrower’s other rights as landlord under the Master Lease, pursuant to the Security Instruments and the Assignment of Leases (such landlord Lien, as assigned to Lender, the “Assigned Landlord Lien”). There are no claims for payment for work, labor or materials affecting the Property which are or may become a lien prior to, or of equal priority with, the Liens created by the Loan Documents (Mortgage) other than the Permitted Encumbrances. None of the Permitted Encumbrances would individually or in need the aggregate reasonably be expected to result in a Material Adverse Effect as of renewal the Closing Date and thereafter. Mezzanine Borrower shall cause Mortgage Borrower to preserve its right, title and interest in and to the Property for so long as the Mezzanine Notes remain outstanding and will cause Mortgage Borrower to warrant and defend same and the validity and priority of the Lien of the Mortgage Loan Documents from and against any and all claims whatsoever other than the Permitted Encumbrances. Mezzanine Borrower owns all of the Collateral, including without limitation, the Ownership Interests, subject to no rights of others, including any liens or replacementother encumbrances, except for renewal or replacement in the ordinary course of business, consistent with past practice. All properties used in the operations of the Company or any Subsidiary are reflected on the Company Balance Sheet to the extent required under GAAP to be so reflected. Schedule 2.10 of the Company Disclosure Letter identifies each parcel of real property leased by the Company or any Subsidiary. The Company and its Subsidiaries have adequate rights of ingress and egress into any real property used in the operation of their respective businesses. The Company has heretofore provided to Acquiror’s counsel true, correct and complete copies of all leases, subleases and other agreements under which the Company and/or any Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any real property or facility, including all modifications, amendments and supplements thereto. Neither the Company nor any Subsidiary currently owns, or has owned, any real propertyPermitted Encumbrances (First Mezzanine).

Title to Property and Assets. The (a) Each of the Company and each Subsidiary has good and valid title to all of its their respective properties, and interests in properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except properties and assetsproperties, or interests in properties and assets, assets sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice) (provided that the foregoing representation shall not be applicable to any Company-Owned IP Rights which shall be governed by the representations and warranties set forth in Section 2.10 of this Agreement), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which afford the Company valid peaceful and undisturbed leasehold possession of the properties and assets that are the subject of such the leases, in each case, free and clear of all Encumbrances. (b) Schedule 2.9 to the Company Disclosure Letter is a complete and correct list of (i) all real property and interests in real property owned by the Company or any Subsidiary (each such property or interest, except an “Owned Real Property”), and (aii) Permitted all real property and interests in real property leased by the Company or any Subsidiary (each such property or interest, a “Leased Real Property”). With respect to Owned Real Property, (A) the Company or the Subsidiary, as applicable, has good and marketable fee simple title, free and clear of all Encumbrances, (bB) neither the Company nor such imperfections Subsidiary has leased or otherwise granted to any other Person the right to use or occupy such Owned Real Property or any portion thereof, (C) there are no outstanding options, rights of title and non-monetary Encumbrances as do not and will not materially detract from first offer or materially interfere with the use rights of the properties subject thereto first refusal to purchase any such Owned Real Property or affected therebyany portion thereof of interest therein, or (D) there is no condemnation or other proceeding in eminent domain pending or, to the Company’s knowledge, threatened, affecting such Owned Real Property or any portion thereof or interest therein. With respect to Leased Real Property, neither the Company nor any Subsidiary has (x) subleased, licensed or otherwise materially impair business operations involving granted any Person the right to use or occupy such propertiesLeased Real Property or any portion thereof, or (y) collaterally assigned or granted any other security interest in any such leasehold estate or any interest therein. The Company has heretofore provided or made available to Parent true, correct and complete copies of all leases, subleases and other Contracts under which the Company and/or any Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any Leased Real Property. (c) liens securing indebtedness that is reflected on the Company Balance Sheet, and (d) with respect to Company IP Rights, the licenses set forth in the Contracts disclosed in Schedule 2.20(a)(xi) of the Company Disclosure Letter. The plant, tangible property and equipment of each of the Company and each Subsidiary that are used in the operations of their respective businesses are (i) suitable in all material respects for the uses to which they are currently employed, (ii) in good operating condition and repaircondition, subject to normal wear and tear and (iiiii) not obsoleteto the knowledge of the Company, dangerous free from material defects that would reasonably be expected to have a material impact on the conduct of the business of the Company or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business, consistent with past practicesuch Subsidiary. All properties used in the operations of the Company or any Subsidiary are reflected on the Company Balance Sheet to the extent required under GAAP to be so reflected. Schedule 2.10 of the Company Disclosure Letter identifies each parcel of real property leased by the Company or any Subsidiary. The Company and its Subsidiaries have adequate rights of ingress and egress into any real property used in the operation of their respective businesses. The Company has heretofore provided to Acquiror’s counsel true, correct and complete copies of all leases, subleases and other agreements under which the Company and/or any Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any real property or facility, including all modifications, amendments and supplements thereto. Neither the Company nor any Subsidiary currently owns, or has owned, any real property.

Title to Property and Assets. The Leases. Except as set forth on Schedule 3.15, each of the Company and each Subsidiary its Subsidiaries has good and valid title to all of its respective properties, and interests in properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except properties and assets, or interests in properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which afford the Company valid leasehold possession of the properties and assets that are the subject of such leases, in each casemarketable title, free and clear of all EncumbrancesLiens to all of its assets, including all real property and interests in real property owned in fee simple by the Company and its Subsidiaries and all real property leased, subleased or otherwise occupied by the Company and its Subsidiaries and any assets and properties which it purports to own, except (a) Permitted Encumbrances, (b) such imperfections of title and non-monetary Encumbrances as do not and will not materially detract from or materially interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (c) liens securing indebtedness that is reflected on the Company Balance Sheet, and (d) with respect to Company IP Rights, the licenses set forth in the Contracts disclosed in Schedule 2.20(a)(xi) of the Company Disclosure Letter. The plant, property and equipment of each of the Company and each Subsidiary that are used in the operations of their respective businesses are (i) in good operating condition Liens for taxes not yet due and repair, subject to normal wear and tear payable and (ii) Liens that do not obsoleteinterfere with the use, dangerous utility or value of such assets in need of renewal or replacement, except for renewal or replacement in the ordinary course of business, consistent with past practiceany material respect. All properties used in the operations of leases to which the Company or any Subsidiary of its Subsidiaries is a party (collectively, the "Leases") are reflected valid and binding and in full force and effect in accordance with their respective terms on the Company Balance Sheet and its Subsidiaries and, to the extent required under GAAP to be so reflected. Schedule 2.10 knowledge of the Company Disclosure Letter identifies Company, with respect to each parcel other party to any such Leases, except, in each case, subject to Equitable Principles. No material default (or event which, with the giving of real property leased notice or passage of time, or both, would constitute a material default) by the Company or any Subsidiaryof its Subsidiaries, or to the knowledge of the Company by any other party thereto, has occurred and is continuing under the Leases. The Company and its Subsidiaries have adequate rights enjoy a peaceful and undisturbed possession under all such Leases to which any of ingress them is a party as lessee. With respect to each Lease, to the knowledge of the Company, either (a) such Lease is not subject or subordinate to any mortgage, deed of trust or other lien which has priority over such Lease, or (b) the holder of any such lien has entered into a valid, binding and egress into any real property used enforceable nondisturbance agreement in favor of the operation of their respective businesses. The Company has heretofore provided lessee pursuant to Acquiror’s counsel true, correct and complete copies of all leases, subleases and other agreements under which the Company and/or Lease cannot be extinguished or terminated by reason of any Subsidiary uses foreclosure or occupies other acquisition of title by such holder if the lessee thereunder is not in default under the Lease as of the date of acquisition of title. As used herein, the term "Lease" shall also include subleases or has other occupancy agreements (and any amendments thereto) and the right to use term "lessee" shall also include any sublessee or occupy, now or in the future, any real property or facility, including all modifications, amendments and supplements theretoother occupant. Neither the Company nor any Subsidiary currently owns, or has owned, of its Subsidiaries own any real property.

Title to Property and Assets. The (a) Except as described on Schedule 2.9(a) of the Company Disclosure Schedule, the Company and each its Subsidiary has have good and valid title to all of its respective the tangible properties, and interests in personal properties and assets, real and personal, assets reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except properties and assets, or interests in properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which that afford the Company or its Subsidiary valid leasehold possession of the properties and assets that are the subject of such leases, in each case, free and clear of all Encumbrances, except (ai) Permitted Encumbrances, (bii) such imperfections of title and non-monetary Encumbrances as do not and will not materially in any material respect detract from or materially interfere with the use of the properties subject thereto or affected thereby, thereby or otherwise materially impair business operations involving such properties, properties and (ciii) liens securing indebtedness that is are reflected on the Company Balance Sheet, and (d) with respect to Company IP Rights, the licenses set forth in the Contracts disclosed in Schedule 2.20(a)(xi) of the Company Disclosure Letter. The plant, property and equipment of each of the Company and each its Subsidiary that are used in the operations of their respective businesses are (i) in good operating condition and repair, subject to normal wear and tear and (iiB) not obsolete, dangerous or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business, business consistent with past practice. All properties used in the operations of the Company or any Subsidiary are reflected on the Company Balance Sheet to the extent required under GAAP to be so reflected. . (b) Schedule 2.10 2.9(b) of the Company Disclosure Letter Schedule identifies each parcel of real property leased by the Company or any its Subsidiary. The Company and its Subsidiaries have adequate rights of ingress and egress into any real property used in the operation of their respective businesses. The Company has heretofore provided to Acquiror’s counsel Acquirer true, correct and complete copies of all leases, subleases and other agreements Contracts under which the Company and/or any or its Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any real property or facility, including all modifications, amendments and supplements theretothereto (each a “Real Property Lease”). Neither the Company nor any its Subsidiary currently owns, or owns any real property nor has owned, ever owned any real property. Notwithstanding anything to the contrary herein, nothing in this Section 2.9 shall apply to Intellectual Property, which is governed by Section 2.10 or to contractual rights which are governed by Section 2.18. Each Real Property Lease is a legal, valid and binding obligation, enforceable in accordance with its terms, of the Company and, to the Knowledge of the Company, the other parties thereto, is in full force and effect in accordance with its terms. There exists no material default by the Company or, to the Knowledge of the Company, by any other party under any Real Property Lease.

Title to Property and Assets. The Company and each Subsidiary has good and valid title to all of its respective properties, and interests in properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except properties and assets, or interests in properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which afford the Company valid leasehold possession of the properties and assets that are the subject of such leases, in each case, free and clear of all Encumbrances, except (a) Permitted Encumbrances, (b) such imperfections of title and non-monetary Encumbrances as do not and will not materially detract from or materially interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (c) liens securing indebtedness that is reflected on Neither the Company Balance Sheetnor any Company Subsidiary owns any real property, and (d) with respect to nor has the Company IP Rights, the licenses set forth in the Contracts disclosed in Schedule 2.20(a)(xior any Company Subsidiary ever owned any real property. Section 2.10(a) of the Company Disclosure Letter. The plantSchedule sets forth a list of all real property currently leased, property and equipment of each of the Company and each Subsidiary that are used in the operations of their respective businesses are (i) in good operating condition and repair, subject to normal wear and tear and (ii) not obsolete, dangerous subleased or in need of renewal licensed by or replacement, except for renewal or replacement in the ordinary course of business, consistent with past practice. All properties used in the operations of from the Company or any Company Subsidiary are reflected on the Company Balance Sheet to the extent required under GAAP to be so reflected. Schedule 2.10 of the Company Disclosure Letter identifies each parcel of real property leased or otherwise used or occupied by the Company or any Subsidiary. The Company and its Subsidiaries have adequate rights of ingress and egress into any real property used in Subsidiary for the operation of their respective businesses. businesses (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto, the size of the premises and the aggregate annual rental payable thereunder. (b) The Company has heretofore provided made available to Acquiror’s counsel Acquiror true, correct and complete copies of all leases, subleases lease guaranties, subleases, and other agreements under to which the Company and/or or any Company Subsidiary uses or occupies or has is a party for the right to leasing, use or occupyoccupancy of, now or otherwise granting a right in or relating to the future, any real property or facilityLeased Real Property, including all modificationsamendments, amendments terminations and supplements theretomodifications thereof (“Lease Agreements”), and there are no other Lease Agreements for real property affecting the Leased Real Property or to which the Company is bound. All such Lease Agreements are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default, rent past due or event of default (or event which with notice or lapse of time, or both, would constitute a default). Neither the Company nor any Company Subsidiary currently ownshas received any notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any such Lease Agreement, which has ownednot been fully remedied and withdrawn. The Closing will not affect the enforceability against any Person of any such Lease Agreement or the rights of the Company or any Company Subsidiary, or the Surviving Corporation to the continued use and possession of the Leased Real Property for the conduct of business as presently conducted. The Company and the Company Subsidiaries currently occupy all of the Leased Real Property for the operation of their respective businesses. There are no other parties occupying, or with a right to occupy, the Leased Real Property. Neither the Company nor any real propertyCompany Subsidiary is party to any agreement or subject to any claim that may require payment of any brokerage commissions or finders’ fees. No such commission is owed, with respect to any such Leased Real Property, and the Company and the Company Subsidiaries would not owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. (c) The Leased Real Property is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable for the conduct of the business as presently conducted. Neither the operation of the Company and the Company Subsidiaries on the Leased Real Property nor, to the Company’s knowledge, such Leased Real Property, including the improvements thereon, violate in any material respect any applicable building code, zoning requirement, ordinance, rule, regulation or statute relating to such property or operations thereon, and any such non-violation is not dependent on so-called non-conforming use exceptions. To the Company’s knowledge, there are no Legal Requirements now in existence or under active consideration by any Governmental Entity which could require the tenant of any Leased Real Property to make any expenditure in excess of $10,000 to modify or improve such Leased Real Property to bring it into compliance therewith. The Company and the Company Subsidiaries shall not be required to expend more than $25,000 in the aggregate under all Lease Agreements to restore the Leased Real Property at the end of the term of the applicable Lease Agreement to the condition required under the Lease Agreement (assuming the conditions existing in such Leased Real Property as of the date hereof and as of the Closing). (d) The Company and the Company Subsidiaries have good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of their tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Encumbrances, except (i) as reflected in the Current Balance Sheet, (ii) statutory liens for current Taxes not yet due and payable or liens for Taxes that are being contested in good faith through appropriate proceedings for which adequate reserves have been established in accordance with GAAP, and (iii) such imperfections of title and encumbrances, if any, which do not detract from the value or interfere with the present use of the property subject thereto or affected thereby. (e) The equipment owned or leased by the Company and the Company Subsidiaries (i) is adequate for the conduct of the business of the Company as currently conducted and as currently contemplated by the Company to be conducted, and (ii) is in good operating condition, regularly and properly maintained, subject to normal wear and tear.

Title to Property and Assets. The Company Mortgage Borrower has good, marketable and insurable (i) leasehold title to the Land and the Improvements relating to the Ground Lease Properties, and enjoys the quiet and peaceful possession of the Leasehold Estate related thereto, and (ii) fee simple title to the Land and the Improvements relating to the Fee Properties, in each Subsidiary case free and clear of all Liens whatsoever except the Permitted Encumbrances. Mortgage Borrower has good and valid marketable title to all of its respective properties, and interests in properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except properties and assets, or interests in properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which afford the Company valid leasehold possession remainder of the properties and assets that are Property (excluding the subject of such leases, in each caseExcluded Personal Property), free and clear of all Encumbrances, Liens whatsoever except (a) the Permitted Encumbrances. The Security Instruments, (b) such imperfections of title and non-monetary Encumbrances as do not and will not materially detract from or materially interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (c) liens securing indebtedness that is reflected on the Company Balance Sheet, and (d) with respect to Company IP Rights, the licenses set forth when properly recorded in the Contracts disclosed appropriate records, together with any Uniform Commercial Code financing statements required to be filed in Schedule 2.20(a)(xi) of the Company Disclosure Letter. The plantconnection therewith, property and equipment of each of the Company and each Subsidiary that are used in the operations of their respective businesses are will create (i) in good operating condition a valid, perfected first mortgage lien on the Land and repairthe Improvements or the leasehold estate therein, as applicable, subject only to normal wear and tear Permitted Encumbrances and (ii) not obsoleteperfected security interests in and to, dangerous and perfected collateral assignments of, all personalty other than the Excluded Personal Property (including the Subleases) or any leases of equipment from third parties, all in accordance with the terms thereof, in each case subject only to any applicable Permitted Encumbrances. For avoidance of doubt, those portions of the Excluded Personal Property owned by Master Lessee constituting “FF&E” as defined in the Master Lease, are subject to a Lien in favor of the Mortgage Borrower, as landlord, under the Master Lease, and such landlord Lien has been assigned to Mortgage Lender, along with Mortgage Borrower’s other rights as landlord under the Master Lease, pursuant to the Security Instruments and the Assignment of Leases (such landlord Lien, as assigned to Lender, the “Assigned Landlord Lien”). There are no claims for payment for work, labor or materials affecting the Property which are or may become a lien prior to, or of equal priority with, the Liens created by the Loan Documents (Mortgage) other than the Permitted Encumbrances. None of the Permitted Encumbrances would individually or in need the aggregate reasonably be expected to result in a Material Adverse Effect as of renewal the Closing Date and thereafter. From and after the date hereof, Mezzanine Borrower shall cause Mortgage Borrower to preserve its right, title and interest in and to the Property for so long as the Mezzanine Notes remain outstanding and will cause Mortgage Borrower to warrant and defend same and the validity and priority of the Lien of the Mortgage Loan Documents from and against any and all claims whatsoever other than the Permitted Encumbrances. From and after the date hereof, Mezzanine Borrower shall cause each Senior Mezzanine Borrower to preserve its right, title and interest in and to the applicable Senior Mezzanine Collateral for so long as the Mezzanine Notes remain outstanding and will cause Senior Mezzanine Borrower to warrant and defend same and the validity and priority of the Lien of the Senior Mezzanine Loan Documents from and against any and all claims whatsoever other than Permitted Encumbrances. Each Senior Mezzanine Borrower owns all of its Senior Mezzanine Collateral, including without limitation, its Senior Mezzanine Ownership Interests, subject to no rights of others, including any liens or replacementother encumbrances except for Permitted Encumbrances (Senior Mezzanine). Mezzanine Borrower owns all of the Collateral (other than the Mezzco IV Ownership Interests), including without limitation, the Ownership Interests, subject to no rights of others, including any liens or other encumbrances, except for renewal or replacement in the ordinary course of businessPermitted Encumbrances (Fourth Mezzanine). FCP Mezzco Borrower V, consistent with past practice. All properties used in the operations LLC owns all of the Company or any Subsidiary are reflected on the Company Balance Sheet Mezzco IV Ownership Interests, subject to the extent required under GAAP to be so reflected. Schedule 2.10 of the Company Disclosure Letter identifies each parcel of real property leased by the Company or any Subsidiary. The Company and its Subsidiaries have adequate no rights of ingress and egress into any real property used in the operation of their respective businesses. The Company has heretofore provided to Acquiror’s counsel true, correct and complete copies of all leases, subleases and other agreements under which the Company and/or any Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any real property or facilityothers, including all modificationsany liens or other encumbrances, amendments and supplements thereto. Neither except for the Company nor any Subsidiary currently owns, or has owned, any real propertyMezzco V Pledge.

Title to Property and Assets. (a) The Company has valid and each Subsidiary has good and valid marketable title to all of its respective properties, and interests in properties and assets, real and personal, the assets (whether fixed or intangible) reflected on the Company Interim Balance Sheet (or acquired after the Company Balance Sheet Date (except properties and assets, or interests in properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which afford the Company valid leasehold possession date of the properties and assets that are the subject of such leases, in each caseInterim Balance Sheet), free and clear of all EncumbrancesLiens, except (a) for Permitted EncumbrancesLiens, other than assets disposed of since the date of the Interim Balance Sheet in the Ordinary Course of Business, and other than with respect to title to any Intellectual Property, which is addressed exclusively in Section 5.18. (b) Schedule 5.12(b) contains a true and complete list of all real property owned, leased, or subleased by the Company. The Company is in compliance and during the last three years has been in compliance, in all material respects, with all such imperfections of title leases and non-monetary Encumbrances as do not and will not materially detract from or materially interfere with subleases, and, to the use Knowledge of the properties subject thereto Company, no event has occurred that, with or affected therebywithout notice or the lapse of time, would constitute a breach or default in any material respect, or otherwise materially impair business operations involving that would permit termination, modification, or acceleration thereunder. To the Knowledge of the Company, the lessor under all such propertiesleases is not in default thereunder and, in the case where the Company is the sublessor under any such lease, to the Knowledge of the Company, the sublessee under all such subleases is not in default thereunder. The leasehold or other interest of the Company is not subject to or subordinate to any Lien except for Permitted Liens. An accurate and complete copy of all lease documents, including amendments and modifications thereto, has been made available to the Buyer. The Company has not assigned, transferred, conveyed, mortgaged, deeded in trust, sublet or encumbered any interest in the leaseholds except for Permitted Liens or as set forth on Schedule 5.12(b). (c) liens securing indebtedness that is reflected on All real and personal property leases to which the Company Balance Sheetis a party are valid, binding, enforceable against the parties thereto, and in effect in accordance with their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, or other Laws affecting the enforcement of creditors’ rights generally and by principles of equity, regardless of whether such enforceability is considered in a Proceeding at law or in equity (d) with respect to Company IP Rightscollectively, the licenses “Enforceability Exceptions”). The Company has the right to possess and quiet enjoyment of all the real property described in Schedule 5.12(b) as set forth in the Contracts disclosed in Schedule 2.20(a)(xi) lease or similar Contract made available to the Buyer. Neither the whole nor any part of the Company Disclosure Letter. The plant, property and equipment of each of the Company and each Subsidiary that are used in the operations of their respective businesses are (i) in good operating condition and repair, subject to normal wear and tear and (ii) not obsolete, dangerous or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business, consistent with past practice. All properties used in the operations of the Company or any Subsidiary are reflected on the Company Balance Sheet to the extent required under GAAP to be so reflected. Schedule 2.10 of the Company Disclosure Letter identifies each parcel of real property leased or used or occupied by the Company is subject to a pending Proceeding for condemnation or taking by any Subsidiary. The Company and its Subsidiaries have adequate rights Governmental Entity, and, to the Knowledge of ingress and egress into any real property used in the operation of their respective businesses. The Company has heretofore provided to Acquiror’s counsel trueCompany, correct and complete copies of all leases, subleases and other agreements under which the Company and/or any Subsidiary uses no such condemnation or occupies taking is threatened or has the right to use or occupy, now or in the future, any real property or facility, including all modifications, amendments and supplements thereto. Neither the Company nor any Subsidiary currently owns, or has owned, any real propertycontemplated.

Title to Property and Assets. (a) The Company and each Subsidiary has good and valid title to all of its their respective tangible properties, and interests in tangible properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except such properties and assets, or interests in such properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to such leased properties and assets, valid leasehold interests in such properties and assets which afford the Company valid leasehold possession of the properties and assets that are the subject of such leases, in each case, free and clear of all Encumbrances, except (a) for Permitted Encumbrances, (b) such imperfections of title Liens. All tangible properties and non-monetary Encumbrances as do not and will not materially detract from assets owned or materially interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (c) liens securing indebtedness that is reflected on used by the Company Balance Sheetand the Subsidiaries which are subject to a requirement of licensing, and (d) registration or insurance are in material compliance with respect to Company IP Rightssuch licenses, the licenses set forth in the Contracts disclosed in Schedule 2.20(a)(xi) of the Company Disclosure Letterregistration and/or insurance requirements. The plant, property and equipment of each of the Company and each Subsidiary (excluding any leased real property) that are used in in, and material to, the operations of their respective businesses are (i) in good operating condition and repair, subject to normal wear and tear and (ii) not obsolete, dangerous obsolete or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business, business consistent with past practicepractice and (iii) adequate for the uses to which they are being put and are adequate for the conduct of the Company’s and each Subsidiary’s business in the manner in which such business is currently being conducted. All properties tangible assets used in the operations of the Company or any Subsidiary are reflected on the Company Balance Sheet to the extent required under GAAP to be so reflected. Schedule 2.10 The tangible assets owned or leased by the Company and its Subsidiaries are used only for the conduct of the business of the Company and its Subsidiaries, and are not used for any other purpose. Part 2.6(a) of the Disclosure Letter Schedule identifies as of the date hereof each parcel of real property leased by the Company or any Subsidiary. The Subsidiary (the “Company and its Subsidiaries have adequate rights of ingress and egress into any real property used in the operation of their respective businessesFacilities”). The Company has heretofore provided to AcquirorPurchaser’s counsel true, correct and complete copies of all leases, subleases and other agreements under which the Company and/or any Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any real property or facility, including all modifications, amendments and supplements thereto, in each case, in effect as of the date hereof (the “Company Leases”). Neither the Company nor any Subsidiary currently owns, or has owned, owns any real property. The Company and its Subsidiaries do not owe brokerage commissions or finders’ fees with respect to any Company Leases and would not owe any such fees if any existing Company Leases were renewed. Neither the Company nor any Subsidiary has, based on the condition as of the Closing, any material liability in connection with nor any material obligation under any Company Leases or applicable Legal Requirements to pay any amount to a third party (including, without limitation, any landlord of any of the Company Facilities) in connection with restoring to its original condition or otherwise repairing any damage to any Company Facilities, whether such liability or obligation arises upon termination of any Company Lease or applicable Legal Requirement, vacation of any Company Facility or otherwise. To the Knowledge of the Company, the operation of the Company and its Subsidiaries on the Company Facilities does not violate any applicable building code, zoning requirement or statute relating to such Company Facilities or operations thereon, and any such non-violation is not dependent on so-called non-conforming use exceptions. (b) With respect to the Company Leases, (i) neither any existing fact or event, nor the execution and delivery or effectiveness of this Agreement or the performance of the Company’s obligations under this Agreement, or, to the Company’s Knowledge, any other reason, would reasonably be expected to (A) entitle or require the landlord or licensor under such Company Lease to forfeit or take possession of, or occupy such property, or (B) restrict or terminate the Company or such Subsidiary’s continued and uninterrupted possession or occupation of such property, (ii) the Company or such Subsidiary has paid all rent and fees currently due and payable under each Company Lease as of the date hereof, (iii) there is no existing material breach or non-observance of any covenant, condition or agreement contained in any Company Lease on the part of either the Company or any Subsidiary or, to the Company’s Knowledge, the relevant landlord or licensor, and (iv) where the Company or such Subsidiary is responsible for maintaining insurance of such property, the insurance policy conforms in all material respects with the requirements of the relevant Company Lease.

Title to Property and Assets. The Company Mortgage Borrower has good, marketable and insurable (i) leasehold title to the Land and the Improvements relating to the Ground Lease Properties, and enjoys the quiet and peaceful possession of the Leasehold Estate related thereto, and (ii) fee simple title to the Land and the Improvements relating to the Fee Properties, in each Subsidiary case free and clear of all Liens whatsoever except the Permitted Encumbrances. Mortgage Borrower has good and valid marketable title to all of its respective properties, and interests in properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except properties and assets, or interests in properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which afford the Company valid leasehold possession remainder of the properties and assets that are Property (excluding the subject of such leases, in each caseExcluded Personal Property), free and clear of all Encumbrances, Liens whatsoever except (a) the Permitted Encumbrances. The Security Instruments, (b) such imperfections of title and non-monetary Encumbrances as do not and will not materially detract from or materially interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (c) liens securing indebtedness that is reflected on the Company Balance Sheet, and (d) with respect to Company IP Rights, the licenses set forth when properly recorded in the Contracts disclosed appropriate records, together with any Uniform Commercial Code financing statements required to be filed in Schedule 2.20(a)(xi) of the Company Disclosure Letter. The plantconnection therewith, property and equipment of each of the Company and each Subsidiary that are used in the operations of their respective businesses are will create (i) in good operating condition a valid, perfected first mortgage lien on the Land and repairthe Improvements or the leasehold estate therein, as applicable, subject only to normal wear and tear Permitted Encumbrances and (ii) not obsoleteperfected security interests in and to, dangerous and perfected collateral assignments of, all personalty other than the Excluded Personal Property (including the Subleases) or any leases of equipment from third parties, all in accordance with the terms thereof, in each case subject only to any applicable Permitted Encumbrances. For avoidance of doubt, those portions of the Excluded Personal Property owned by Master Lessee constituting “FF&E” as defined in the Master Lease, are subject to a Lien in favor of the Mortgage Borrower, as landlord, under the Master Lease, and such landlord Lien has been assigned to Mortgage Lender, along with Mortgage Borrower’s other rights as landlord under the Master Lease, pursuant to the Security Instruments and the Assignment of Leases (such landlord Lien, as assigned to Lender, the “Assigned Landlord Lien”). There are no claims for payment for work, labor or materials affecting the Property which are or may become a lien prior to, or of equal priority with, the Liens created by the Loan Documents (Mortgage) other than the Permitted Encumbrances. None of the Permitted Encumbrances would individually or in need the aggregate reasonably be expected to result in a Material Adverse Effect as of renewal the Closing Date and thereafter. Mezzanine Borrower shall cause Mortgage Borrower to preserve its right, title and interest in and to the Property for so long as the Mezzanine Notes remain outstanding and will cause Mortgage Borrower to warrant and defend same and the validity and priority of the Lien of the Mortgage Loan Documents from and against any and all claims whatsoever other than the Permitted Encumbrances. Mezzanine Borrower shall cause Senior Mezzanine Borrower to preserve its right, title and interest in and to the Senior Mezzanine Collateral for so long as the Mezzanine Notes remain outstanding and will cause Senior Mezzanine Borrower to warrant and defend same and the validity and priority of the Lien of the Senior Mezzanine Loan Documents from and against any and all claims whatsoever other than Permitted Encumbrances. Senior Mezzanine Borrower owns all of the Senior Mezzanine Collateral, including without limitation, the Senior Mezzanine Ownership Interests, subject to no rights of others, including any liens or replacementother encumbrances except for Permitted Encumbrances (Senior Mezzanine). Mezzanine Borrower owns all of the Collateral, including without limitation, the Ownership Interests, subject to no rights of others, including any liens or other encumbrances, except for renewal or replacement in the ordinary course of business, consistent with past practice. All properties used in the operations of the Company or any Subsidiary are reflected on the Company Balance Sheet to the extent required under GAAP to be so reflected. Schedule 2.10 of the Company Disclosure Letter identifies each parcel of real property leased by the Company or any Subsidiary. The Company and its Subsidiaries have adequate rights of ingress and egress into any real property used in the operation of their respective businesses. The Company has heretofore provided to Acquiror’s counsel true, correct and complete copies of all leases, subleases and other agreements under which the Company and/or any Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any real property or facility, including all modifications, amendments and supplements thereto. Neither the Company nor any Subsidiary currently owns, or has owned, any real propertyPermitted Encumbrances (Second Mezzanine).

Title to Property and Assets. The (a) Excluding intellectual property that is covered by Section 2.10, each of the Company and each Subsidiary has good and valid title to all of its the respective properties, and interests in material properties and assetsassets owned by it, real including all material properties and personal, assets (other than capitalized or operating leases) reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except properties and assetsproperties, or interests in properties and assets, assets sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased material properties and assets, valid leasehold interests in such material properties and assets which that afford the Company valid or such Subsidiary leasehold possession of the properties and assets that are the subject of such the leases, in each case, free and clear of all Encumbrances, except (a) Encumbrances other than Permitted Encumbrances, . (b) such imperfections of title and non-monetary Encumbrances as do not and will not materially detract from or materially interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (c) liens securing indebtedness that is reflected on Neither the Company Balance Sheet, and (d) with respect to Company IP Rights, the licenses set forth nor any Subsidiary owns any real property or interests in the Contracts disclosed in real property. Schedule 2.20(a)(xi2.9(b) of the Company Disclosure Letter. The plantLetter is a true, correct and complete list as of the Agreement Date of all material real property and equipment of each of the Company and each Subsidiary that are used interests in the operations of their respective businesses are (i) in good operating condition and repair, subject to normal wear and tear and (ii) not obsolete, dangerous or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business, consistent with past practice. All properties used in the operations of the Company or any Subsidiary are reflected on the Company Balance Sheet to the extent required under GAAP to be so reflected. Schedule 2.10 of the Company Disclosure Letter identifies each parcel of real property leased by the Company or any SubsidiarySubsidiary (each such property or interest, “Leased Real Property”). The With respect to Leased Real Property, neither the Company and its Subsidiaries have adequate rights of ingress and egress into nor any real property used Subsidiary has (i) subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof, or (ii) collaterally assigned or granted any other security interest in the operation of their respective businessesany such leasehold estate or any interest therein. The Company has heretofore provided made available to Acquiror’s counsel Parent true, correct and complete copies of all leases, subleases and other agreements Contracts under which the Company and/or any Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any real property or facilityLeased Real Property, including all modifications, amendments and supplements thereto. Neither . (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company nor and the Subsidiaries, taken as a whole, the plant, property and equipment of the Company and each Subsidiary that are used in the operations of the Business 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 substantially consistent with the practices of similarly situated companies in the industry in which the Company operates, (iii) not obsolete, dangerous or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business consistent with past practice and (iv) to the knowledge of the Company, free from any Subsidiary currently owns, or has owned, any real propertymaterial defects.

Title to Property and Assets. The Each of the Company and each Subsidiary has good and valid title to all of its their respective properties, and interests in properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except properties and assets, or interests in properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which afford the Company valid leasehold possession of the properties and assets that are the subject of such leases, in each case, free and clear of all Encumbrances, except (ai) Permitted Encumbrancesliens for current Taxes not yet due and payable and statutory liens incurred in the ordinary course of business consistent with past practice for obligations not past due, (bii) such imperfections of title and non-monetary Encumbrances as do not and will not materially detract from or materially interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, and (ciii) liens securing indebtedness that is reflected on the Company Balance Sheet, and (d) with respect to Company IP Rights, the licenses set forth in the Contracts disclosed in Schedule 2.20(a)(xi) of the Company Disclosure Letter. The plant, property and equipment of each of the Company and each Subsidiary that are used in the operations of their respective businesses are (i) in good operating condition and repair, subject to normal wear and tear and tear, (ii) not obsolete, dangerous or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business, consistent with past practice, and (iii) to the knowledge of the Company and each Subsidiary, free from any material defects. All properties used in the operations of the Company or any Subsidiary are reflected on the Company Balance Sheet to the extent required under GAAP to be so reflected. Neither the Company nor any Subsidiary owns any real property. Schedule 2.10 2.9 of the Company Disclosure Letter identifies each parcel of real property leased by the Company or any SubsidiarySubsidiary and the Contract governing such lease. The Company and its Subsidiaries have adequate rights are not in violation in any material respect of ingress and egress into any real property used in zoning, building, safety or environmental ordinance, regulation or requirement applicable to the operation of their respective businessesits leased real properties, nor has the Company or any of its Subsidiaries received any notice of violation of any such ordinance, regulation or requirement with which it has not complied. The Company has heretofore provided to Acquiror’s counsel Acquirer true, correct and complete copies of all leases, subleases and other agreements Contracts under which the Company and/or any Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any real property or facility, including all modifications, amendments and supplements thereto. Neither the Company nor any Subsidiary currently owns, or has owned, any real property.

Title to Property and Assets. The Each of the Company and each Subsidiary has good and valid marketable title to all of its their respective properties, and interests in properties and assets, real and personal, reflected on the Company Balance Sheet Financial Statements or acquired after the Company Balance Sheet Date (Date, except properties and assets, or interests in properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which afford the Company valid leasehold possession of the properties and assets that are the subject of such leases, in each case, free and clear of all Encumbrances, except Encumbrances (a) other than Permitted Encumbrances, (b) such imperfections of title and non-monetary Encumbrances as do not and will not materially detract from or materially interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (c) liens securing indebtedness that is reflected on the Company Balance Sheet, and (d) with respect to Company IP Rights, the licenses set forth in the Contracts disclosed in Schedule 2.20(a)(xi) of the Company Disclosure Letter). The plant, tangible property and equipment of each of the Company and each Subsidiary that are used in the operations of their respective businesses are (i) in good such operating condition and repair, subject to normal wear and tear tear, as necessary for the conduct of the business of the Company as currently conducted and (ii) not obsolete, dangerous or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business, consistent with past practicecurrently proposed to be conducted. All properties used in the operations of the Company or any Subsidiary are reflected on the Company Balance Sheet Financial Statements to the extent required under GAAP to be so reflected. Schedule 2.10 2.8 of the Company Disclosure Letter Schedule identifies each parcel of real property leased by the Company or any Subsidiary. The Company and its Subsidiaries any Subsidiary have adequate rights of ingress and egress into any real property used in the operation of their respective businesses. The Company has heretofore provided made available to Acquiror’s counsel Acquirer true, correct and complete copies of all leases, subleases and other agreements under which the Company and/or any Subsidiary uses the Subsidiaries use or occupies occupy or has have the right to use or occupy, now or in the future, any real property or facility, including all modifications, amendments and supplements thereto. Neither the Company nor any Subsidiary currently owns, owns or has owned, ever owned any real property.

Title to Property and Assets. The Company and each Subsidiary has good and valid title to all of its respective properties, and interests in properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except Intellectual Property (which is covered by the representations and warranties in Section 2.12) and properties and assets, or interests in properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which afford the Company valid leasehold possession of the properties and assets that are the subject of such leases, in each case, free and clear of all Encumbrances, except (a) Permitted Encumbrances, (b) such imperfections of title and non-monetary Encumbrances as do not and will not materially detract from or materially interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (c) liens securing indebtedness that is reflected on the Company Balance Sheet, and (d) with respect to Company IP Rights, the licenses set forth in the Contracts disclosed in Schedule 2.20(a)(xi) of the Company Disclosure Letter. The plant, property and equipment of each of the Company and each Subsidiary that are used in the operations of their respective businesses its business are (i) in good operating condition and repair, subject to normal wear and tear and (ii) not obsolete, dangerous or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business, consistent with past practice. All properties used in the operations of the Company or any Subsidiary are reflected on the Company Balance Sheet to the extent required under GAAP to be so reflected. Schedule 2.10 2.11 of the Company Sellers’ Disclosure Letter identifies each parcel of real property leased by the Company or any SubsidiaryCompany. The Company and its Subsidiaries have has adequate rights of ingress and egress into any real property used in the operation of their respective businessesits business. The Company has heretofore provided to AcquirorPurchaser’s counsel true, correct and complete copies of all leases, subleases and other agreements under which the Company and/or any Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any real property or facility, including all modifications, amendments and supplements thereto. Neither the The Company nor any Subsidiary does not currently owns, or has owned, own any real property.

Title to Property and Assets. The (a) Each of the Company and each Subsidiary has good and valid title to all of its their respective properties, and interests in properties and assets, real and personal, reflected on the balance sheet of the Company Balance Sheet as of March 31, 2010 or acquired after the Company Balance Sheet Date March 31, 2010 (except properties and assetsproperties, or interests in properties and assets, assets sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to material leased properties and assets, valid leasehold interests in such properties and assets which afford the Company valid or such Subsidiary peaceful and undisturbed leasehold possession of the properties and assets that are the subject of such the leases, in each case, free and clear of all Encumbrances, except (ai) Permitted Encumbrancesliens for current Taxes not yet due and payable and statutory liens incurred in the ordinary course of business consistent with past practice for obligations not past due, (bii) such imperfections of title and non-monetary Encumbrances as do not and will not materially detract from or materially interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, and (ciii) liens securing indebtedness for borrowed money that is reflected on the Company Balance SheetSheet (collectively, “Permitted Encumbrances”). (b) Schedule 2.9 to the Company Disclosure Letter is a complete and correct list of (i) all real property and interests in real property owned by the Company or any Subsidiary (each such property or interest, an “Owned Real Property”), and (dii) with all material real property and material interests in real property leased by the Company or any Subsidiary (each such property or interest, a “Leased Real Property”). With respect to Owned Real Property, (A) the Company IP Rightsor the Subsidiary, as applicable, has good and marketable indefeasible fee simple title, free and clear of all Encumbrances other than Permitted Encumbrances, (B) neither the licenses set forth Company nor such Subsidiary has leased or otherwise granted to any other Person the right to use or occupy such Owned Real Property or any portion thereof, (C) there are no outstanding options, rights of first offer or rights of first refusal to purchase any such Owned Real Property or any portion thereof of interest therein, or (D) there is no condemnation or other proceeding in eminent domain pending or, to the Company’s knowledge, threatened, affecting such Owned Real Property or any portion thereof or interest therein. With respect to Leased Real Property, neither the Company nor any Subsidiary has (x) subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof, or (y) collaterally assigned or granted any other security interest in any such leasehold estate or any interest therein. The Company has heretofore provided to Parent true, correct and complete copies of all leases, subleases and other Contracts under which the Company and/or any Subsidiary uses or occupies or has the right to use or occupy, now or in the Contracts disclosed in Schedule 2.20(a)(xifuture, any Leased Real Property that is material to the Company, including all modifications, amendments and supplements thereto. (c) of the Company Disclosure Letter. The plant, personal property and equipment of each of the Company and each Subsidiary that are used in the operations of their respective businesses are (i) reasonably suitable for the uses to which they are currently employed, (ii) in good operating condition and repairrepair in all material respects, subject to normal wear and tear tear, (iii) regularly and properly maintained in all material respects, (iiiv) not obsolete, dangerous or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business, consistent with past practice. All properties used in , and (v) to the operations knowledge of the Company or Company, free from any Subsidiary are reflected on the Company Balance Sheet to the extent required under GAAP to be so reflected. Schedule 2.10 of the Company Disclosure Letter identifies each parcel of real property leased by the Company or any Subsidiary. The Company and its Subsidiaries have adequate rights of ingress and egress into any real property used in the operation of their respective businesses. The Company has heretofore provided to Acquiror’s counsel true, correct and complete copies of all leases, subleases and other agreements under which the Company and/or any Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any real property or facility, including all modifications, amendments and supplements thereto. Neither the Company nor any Subsidiary currently owns, or has owned, any real propertymaterial defects.

Title to Property and Assets. The (a) Each of the Company and each Subsidiary has good and valid title to all of its their respective properties, and interests in properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except properties and assetsproperties, or interests in properties and assets, assets sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business substantially consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which that afford the Company valid or such Subsidiary peaceful and undisturbed leasehold possession of the properties and assets that are the subject of such the leases, in each case, (i) necessary or desirable to permit the Company and its Subsidiaries to conduct their businesses in all material respects as currently conducted and (ii) free and clear of all Encumbrances, except (a) Encumbrances other than Permitted Encumbrances. Notwithstanding the forgoing, it is understood and agreed that matters regarding Company Intellectual Property are not addressed in this Section 3.9. (b) such imperfections of title Neither the Company nor any Subsidiary owns any real property or interests in real property. Schedule 3.9(b) sets forth a true, correct and non-monetary Encumbrances complete list as do not and will not materially detract from or materially interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (c) liens securing indebtedness that is reflected on the Company Balance Sheet, and (d) with respect to Company IP Rights, the licenses set forth in the Contracts disclosed in Schedule 2.20(a)(xi) Agreement Date of the Company Disclosure Letter. The plant, all material real property and equipment of each of the Company and each Subsidiary that are used interests in the operations of their respective businesses are (i) in good operating condition and repair, subject to normal wear and tear and (ii) not obsolete, dangerous or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business, consistent with past practice. All properties used in the operations of the Company or any Subsidiary are reflected on the Company Balance Sheet to the extent required under GAAP to be so reflected. Schedule 2.10 of the Company Disclosure Letter identifies each parcel of real property leased by the Company or any SubsidiarySubsidiary (each such property or interest, “Leased Real Property”). The With respect to Leased Real Property, neither the Company and its Subsidiaries have adequate rights of ingress and egress into nor any real property used Subsidiary has (i) subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof or (ii) collaterally assigned or granted any other security interest in the operation of their respective businessesany such leasehold estate or any interest therein. The Company has heretofore provided made available to Acquiror’s counsel Parent true, correct and complete copies of all leases, subleases and other agreements Contracts under which the Company and/or any Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any real property or facilityLeased Real Property, including all modifications, amendments and supplements thereto. Neither . (c) The plant, property and equipment of the Company nor and each Subsidiary that are used in the operations of the Business 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) to the Company’s knowledge, not obsolete, dangerous or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business substantially consistent with past practice and (iv) to the knowledge of the Company, free from any Subsidiary currently owns, or has owned, any real propertymaterial defects.

Title to Property and Assets. The Company and each Subsidiary has good and valid title to all of its respective properties, and interests in properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except properties and assets, or interests in properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which afford the Company valid leasehold possession of the properties and assets that are the subject of such leases, in each case, free and clear of all Encumbrances, except (a) Permitted EncumbrancesThe Company does not own any real property, (b) such imperfections of title and non-monetary Encumbrances as do not and will not materially detract from or materially interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (c) liens securing indebtedness that is reflected on nor has the Company Balance Sheet, and (d) with respect to Company IP Rights, the licenses set forth in the Contracts disclosed in Schedule 2.20(a)(xiever owned any real property. Section 2.10(a) of the Company Disclosure Letter. The plantSchedule sets forth a list of all real property currently leased, property and equipment of each of the Company and each Subsidiary that are used in the operations of their respective businesses are (i) in good operating condition and repair, subject to normal wear and tear and (ii) not obsolete, dangerous subleased or in need of renewal licensed by or replacement, except for renewal or replacement in the ordinary course of business, consistent with past practice. All properties used in the operations of from the Company or any Subsidiary are reflected on the Company Balance Sheet to the extent required under GAAP to be so reflected. Schedule 2.10 of the Company Disclosure Letter identifies each parcel of real property leased otherwise used or occupied by the Company or any Subsidiary. The Company and its Subsidiaries have adequate rights of ingress and egress into any real property used in for the operation of their respective businesses. its business (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto, and the aggregate annual rent payable thereunder. (b) The Company has heretofore provided made available to Acquiror’s counsel Acquiror true, correct and complete copies of all leases, subleases lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof (“Lease Agreements”), and there are no other agreements under Lease Agreements for real property affecting the Leased Real Property or to which the Company and/or any Subsidiary uses or occupies or is bound. All such Lease Agreements are valid and effective (c) The Leased Real Property, to the Company’s knowledge, is sufficient and otherwise suitable for the conduct of the business as presently conducted. (d) The Company has the right to use or occupygood and valid title to, now or or, in the futurecase of leased properties and assets, valid leasehold interests in, all of their tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any real property Encumbrances, except Permitted Encumbrances. (e) The equipment owned or facility, including all modifications, amendments and supplements thereto. Neither leased by the Company nor any Subsidiary (i) is adequate for the conduct of the business of the Company as currently ownsconducted and as currently contemplated to be conducted, or has ownedand (ii) is in good operating condition, any real propertyregularly and properly maintained, subject to normal wear and tear.