Owned Real Property. [Schedule 3.18(a)] sets forth a true and complete list of all real property and interests in real property owned in fee by any Group Company (such real property, the “Owned Real Property”) and identifies any material easements or Contracts relating thereto. A Group Company has good and marketable title to each Owned Real Property, free and clear of all Liens (other than Permitted Liens). No Owned Real Property is presently being marketed for sale or is under contract to be sold. [Schedule 3.18(a)] also sets forth a true and complete list of any written or oral leases, subleases, concessions or other Contracts granting to any Person the right to acquire, lease, use or occupy any portion of any Owned Real Property (any such lease, sublease, concession or other Contract, an “Owned Real Property Occupancy Agreement”). Seller has made available to Buyer a true and complete copy of each Owned Property Occupancy Agreement. Each Owned Real Property Occupancy Agreement is valid and binding on the Group Company party thereto, enforceable in accordance with its terms (assuming the due authorization and execution of such Owned Real Property Occupancy Agreement by the other party thereto and subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). Except as set forth on [Schedule 3.18(a)], each of the Group Companies, and, to the Company’s knowledge, each of the other parties thereto, has performed all material obligations required to be performed by it under each Owned Real Property Occupancy Agreement, and no Group Company, or, to the Company’s knowledge, any other party to any Owned Real Property Occupancy Agreement has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a material default under the provisions of, such Owned Real Property Occupancy Agreement. Except as set forth on [Schedule 3.18(a)], (i) there are no outstanding options or rights of first refusal to purchase all or a portion of any Owned Real Property and # there are no existing, pending or, to the Company’s knowledge, threatened condemnation, eminent domain or similar proceedings affecting any Owned Real Property. The improvements and fixtures on the Owned Real Property are, in all material respects, in suitable operating condition for their current use, ordinary wear and tear excepted.

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#Personal Property Leases

Real Property. Neither SRSG nor Merger Sub owns any real property.

Real Property. Within ninety (90) days after the Borrower or any Subsidiary acquires any real property after the Closing Date with a fair market value greater than ​, the Borrower or such Subsidiary, as applicable, shall deliver to the Administrative Agent a mortgage, deed of trust, or other similar document, together with such other collateral documents as the Administrative Agent reasonably requires, including without limitation surveys, appraisals, environmental site assessment reports, and flood certificates and evidence of flood insurance to the extent required under applicable law, and shall cooperate with the Administrative Agent in obtaining a title insurance policy with respect to such real property on such terms as the Administrative Agent reasonably requires.

Real Property. Each Seller Entity has good and, as applicable, marketable fee simple title to, or a valid leasehold interest in, as applicable, the Facilities set forth opposite its name in [Schedule 4.7], in each case free and clear of all Liens (except Permitted Liens) and Liabilities (except Assumed Liabilities). No material portion of the Facilities is the subject of, or affected by, condemnation or eminent domain Proceedings, or other Proceeding challenging title or the rights to such real property, currently instituted or pending. Except as set forth in [Schedule 4.7], no Person other than a Seller Entity has been granted any right to use or otherwise occupy the Facilities or any part thereof.

Real Property. Seller represents and warrants that the Company has good and marketable title to all real property that it owns, free and clear of all liens.

1 The company intends to close of the sale this property along with a 4.33 acre tract of land next to the company headquarters post-closing.