Common use of Leased Real Property Clause in Contracts

Leased Real Property. (i) There are no Real Property Leases or Leased Real Property as of the Closing Date except as set forth on Schedule 3.1(z). (ii) Except as set forth on Schedule 3.1(z), A. each Real Property Lease is binding and enforceable against each of the parties thereto and is in full force and effect as of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleased, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred which, with the giving of notice or passage of time, or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completed.

Leased Real Property. (a) Sellers do not own any fee interest in any real property. (b) Schedule 4.10(b) sets forth each parcel of real property leased by each Seller and used in or necessary for the conduct of the Business as currently conducted (together with all rights, title and interest of Seller in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which such Seller holds any Leased Real Property (collectively, the “Leases”). The Sellers have delivered to Buyer a true and complete copy of each Lease. With respect to each Lease: (i) There are no Real Property Leases or Leased Real Property as of the Closing Date except as set forth on Schedule 3.1(z). (ii) Except as set forth on Schedule 3.1(z), A. each Real Property such Lease is binding valid, binding, enforceable and enforceable against each of the parties thereto and is in full force and effect as effect, and such Seller enjoys peaceful and undisturbed possession of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1ii) the Corporation’s possession and quiet enjoyment of the leased premises applicable Seller is not being disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleasedin breach or default under such Lease, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred or circumstance exists which, with the giving delivery of notice, passage of time or both, would constitute such a breach or default, and such Seller has paid all rent due and payable under such Lease; (iii) the applicable Seller has not received nor given any written notice of any default or event that with notice or passage lapse of time, or both, would constitute a default by such Seller under any of the Leases and, to the Knowledge of Seller, no other party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied is in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal)thereof, and the Corporation no party to any Lease has not entered into exercised any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation termination rights with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. (iv) the Corporation applicable Seller has notnot subleased, nor had assigned or otherwise granted to any SubsidiaryPerson the right to use or occupy such Leased Real Property or any portion thereof; or (v) the applicable Seller has not pledged, prior to dissolution mortgaged or wind-upotherwise granted an Encumbrance on its leasehold interest in any Leased Real Property. (c) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, received notice that there are any (ii) existing, pending or, to the knowledge of Simmax and/or Sellers’ Knowledge, threatened condemnation proceedings affecting the CorporationLeased Real Property, threatenedor (iii) existing, condemnation pending or, to the Sellers’ Knowledge, threatened zoning, building code or other proceedings relating moratorium proceedings, or similar matters which could reasonably be expected to any adversely affect the ability to operate the Leased Real Property or other matters adversely affecting as currently operated. Neither the use or occupancy whole nor any material portion of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; anddamaged or destroyed by fire or other casualty. H. to the knowledge of Simmax and the Corporation, (id) each The Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) is sufficient for the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility continued conduct of the landlord under any Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all of the Real Property Leases have been completedreal property necessary to conduct the Business as currently conducted.

Leased Real Property. (i) There are no Real Property Leases or Leased Real Property as Ibis does not own any real property and the ownership of any real property is not necessary for the operation of the Closing Date except as set forth on Schedule 3.1(z). (ii) Except as set forth on Schedule 3.1(z), A. each Real Property Lease is binding and enforceable against each of the parties thereto and is in full force and effect as of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the CorporationBusiness. Ibis does not lease, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleasedsublease, licensed, license or otherwise granted grant any Person the right to use any real property. Neither Isis nor any of its Affiliates leases, subleases, licenses or occupy occupies any real property used or occupied by, or necessary for the operation or conduct of, the Business. (ii) Schedule 5.1(w)(ii) sets forth the names of the lessor and lessee, the address of each parcel of real property used by Ibis (collectively, the “Leased Real Property”), and a list of all leases, subleases, licenses and other agreements (whether written or oral) (collectively, “Leases”) for each such Leased Real Property. None of the Leases is a ground lease. Ibis and Isis have delivered to AMI a true and complete copy of each such Lease document, and in the case of any oral Lease, a written summary of the material terms of such Lease. Ibis does not own any structures, improvements or fixtures located on any Leased Real Property (collectively, “Leasehold Improvements”) and no Leasehold Improvements other than those provided to Ibis under the Corporate Services Agreement are material to the operation of the Business. (iii) Each such Lease is legal, valid, binding, enforceable and in full force and effect. (iv) Neither Ibis nor, to Isis’ or Ibis’ Knowledge, any other party to a Lease is in breach or default under such Lease, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, could reasonably be expected to constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease and neither Ibis nor Isis has received notice that the Leased Real Property or is in violation of any portion thereof;Applicable Law. D. in respect of each Real Property Lease: (1v) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred which, with the giving of notice or passage of time, or both, would constitute a default by any party under the lease; (3) no No security deposit or portion thereof deposited with the landlord respect to such Lease has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation such Lease which has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted been redeposited in full. Neither Ibis nor any other security interest in the lease Person owes any brokerage commissions, finder’s fees, free rent or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation allowances with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completedLease.

Leased Real Property. (ia) There are The Company has no Real Property Leases fee interest, purchase options or Leased Real Property as rights of first refusal in any real property and the Closing Date Company has no leasehold or other interest in any real property, except as set forth on Schedule 3.1(zSCHEDULE 2.11 (the "LEASED REAL PROPERTY"), and all leases including all amendments, modifications, extensions, renewals and/or supplements thereto (collectively, "REAL PROPERTY LEASES") are described on SCHEDULE 2.11. Sellers have delivered to Buyer a true and complete copy of Real Property Leases. The Company is the sole tenant under, and has a valid and existing leasehold interest in, each parcel of Leased Real Property pursuant to the respective Real Property Lease, which interest is free and clear of all Liens except Permitted Liens. (iib) Except as set forth on Schedule 3.1(z),To Sellers' knowledge, there are no facts, circumstances, events or conditions which would now, or with the giving of notice or passage of time may, in any way materially and adversely affect the Leased Real Property and/or the Company's use or operations thereat. A. each (c) Each Real Property Lease is valid, binding and enforceable against each of the parties thereto and is in full force and effect as of the Closing Date;and enforceable in accordance with its respective terms. B. each (d) There are no existing defenses or offsets which any landlord under any Real Property Lease creates (individually, a valid and binding leasehold interest in favour of "LANDLORD"; collectively, the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1"LANDLORDS") the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleased, licensednow, or otherwise granted with the giving of notice or passage of time may have, against the enforcement by the Company of any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by , and neither the Corporation as at the Closing Time Company nor, to Sellers' knowledge, any Landlord, is in default under any applicable Real Property Lease, nor have been paid in full; (2) there is no default by any party to the lease and no event has events, conditions, facts or circumstances occurred which, with the giving of notice or passage of time, time or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any applicable Real Property Lease and no such notices have been threatened by the Company, nor, to Sellers' knowledge, any Landlord party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completed.

Leased Real Property. (i) There are no Section 4.18(b)(i) of the Disclosure Schedules sets forth a complete and accurate list and description of all parcels of Real Property Leases leased, subleased, licensed, used or otherwise occupied by Seller and used in, held for use in or necessary for the operation of the Business (together with all fixtures and improvements thereon, the “Leased Real Property”), including the names of the lessor and lessee, the date of the applicable Lease, the dates of any amendments thereto and the address of each parcel of Leased Real Property. Seller is the owner and holder of a valid leasehold interest in each such Leased Real Property as and has the right to occupy and use each such Leased Real Property in accordance with the terms of the Closing Date except as set forth on Schedule 3.1(z). (ii) Except as set forth on Schedule 3.1(z), A. applicable lease. Seller has made available to Buyer a true, correct and complete copy of each Lease with respect to each such Leased Real Property Lease is binding and enforceable against Property. With respect to each of the parties thereto Leases, (i) such Lease is legal, valid, binding, enforceable and is in full force and effect as effect, (ii) neither Seller nor to Seller’s Knowledge any other party to the Lease is in material breach or material default under such Lease (other than with respect to the Agreed Obligations), and no event has occurred or circumstance exists which, with or without notice, lapse of the Closing Date; B. each Real Property Lease creates time or both, would constitute a valid and binding leasehold interest in favour of the Corporationbreach or default under such Lease, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1iii) the CorporationSeller’s possession and quiet enjoyment of the leased premises is Leased Real Property under such Lease has not being been disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; such Lease, and (3iv) there are no Encumbrances on the Corporation estate created by such Lease other than Permitted Encumbrances. Seller has not assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease or any interest therein nor has Seller subleased, licensed, licensed or otherwise granted any Person the a right to use or occupy the such Leased Real Property or any portion thereof;. Section 4.18(b)(i) of the Disclosure Schedules includes a true, correct, and complete description of the Agreed Obligations, in each case as of 11:59 p.m. New York time on the date immediately preceding the date of this Agreement. D. in respect of each (ii) The Leased Real Property Lease: (1) all payments due by is in good operating condition and repair and is suitable for the Corporation operation of the Business as at presently conducted therein. Neither the Closing Time have been paid operation of Seller on the Leased Real Property nor, to Seller’s Knowledge, such Leased Real Property, violates any Law relating to such property or operations thereon, except for such violation that, individually or in full; (2) there is no default by any party to the lease and no event has occurred which, with the giving of notice or passage of time, or bothaggregate, would constitute a default by any party under not reasonably be expected to materially impair the lease; (3) no security deposit use and operation of the Leased Real Property as currently operated. All certificates of occupancy and other material Permits or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation approvals legally required with respect to the lease; E. no notices occupancy and use of default, relocation or termination the Leased Real Property have been given or obtained and are currently in effect. Seller has not received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received written notice that there are is any condemnation or appropriation or similar proceeding pending orand, to the knowledge of Simmax and/or the CorporationSeller’s Knowledge, threatened, condemnation or other proceedings relating to none is threatened against any Leased Real Property or other matters adversely affecting any portion thereof or the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completedimprovements thereon.

Leased Real Property. (iSchedule 6.7(a) There are no Real Property Leases or sets forth a true and complete description of all Leased Real Property as of the Closing Date except as set forth on Schedule 3.1(z). (ii) Except as set forth on Schedule 3.1(z), A. Checksmart Parties. To the Knowledge of the Buyer, the applicable Checksmart Party has a valid and subsisting leasehold estate in such Leased Real Property. To the Knowledge of the Buyer, a true and correct copy of each Real Property Lease with respect to such Leased Real Property has been made available to the Seller Representative, and no material changes have been made to any Real Property Leases since the date provided. All of the Leased Real Property is used or occupied by the applicable Checksmart Party pursuant to a Real Property Lease. To the Knowledge of the Buyer, with respect to each Real Property Lease: (i) such Real Property Lease is a valid, binding and enforceable against each obligation of the parties thereto applicable Checksmart Party in accordance with its terms, subject to the General Enforceability Exceptions, and is in full force and effect as of the Closing Date; B. each effect, (ii) all rents, deposits and additional rents due pursuant to such Real Property Lease creates have been paid in full and no security deposit or portion thereof has been applied in respect of a valid material breach or material default under such Real Property Lease that has not been redeposited in full, (iii) there is no existing material breach or material default by the applicable Checksmart Party, or the lessor, under any such Real Property Lease, and binding leasehold interest no event has occurred that (with notice, lapse of time or both) would reasonably be expected to constitute such a material breach or material default under any such Real Property Lease by the applicable Checksmart Party or give the applicable Checksmart Party or the lessor thereunder the right to terminate, accelerate or modify in favour any material respect any such Real Property Lease, and (iv) no Checksmart Party has received any notice that it is in material default under any such Real Property Lease which has not been cured in all material respects (it being understood that no representation or warranty is given hereby as to any notices required to be given or consents required to be obtained under any such Real Property Lease in connection with the transactions contemplated hereby). Except as disclosed on Schedule 6.7(a), no Affiliate of the Corporation, in Checksmart Parties is the subject owner or lessor of any Leased Real Property; C. in respect of each . The Leased Real Property: Property is in good condition and repair (1) subject to normal wear and tear). To the Corporation’s possession and quiet enjoyment Knowledge of the leased premises is not being disturbed by any Person; (2) there are Buyer, no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation Checksmart Party has not subleased, licensed, licensed or otherwise granted any Person the right to use or occupy any of the Leased Real Property or Property. No Checksmart Party owns any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred which, with the giving of notice or passage of time, or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completedreal property.

Leased Real Property. The Company has made available to Pegasus true, correct and complete copies of the Contracts (iincluding all modifications, amendments, guarantees, supplements, waivers, extensions, renewals, side letters and other agreements with respect thereto) There are no Real Property Leases pursuant to which the Company or any of its Subsidiaries use or occupy (or have been granted an option to use or occupy) Leased Real Property as in respect of which the Closing Date except as set forth on Schedule 3.1(z). Company or any of its Subsidiaries are required to pay €250,000 or more annually in rent (iithe "Material Leased Real Property") Except as set forth on Schedule 3.1(z), A. each or is otherwise a party with respect to the Material Leased Real Property (the "Leases"). Each Lease is binding and enforceable against each of the parties thereto and is in full force and effect as and is a valid, legal and binding obligation of the Closing Date; B. Company or its Subsidiary that is a party thereto, enforceable in accordance with its terms against the Company or its Subsidiary (as applicable) and, to the Company's knowledge, each Real Property Lease creates other party thereto, subject, in each case, to the Enforceability Exceptions. The Company or one of its Subsidiaries has a valid and binding subsisting leasehold interest in favour of the Corporationestate in, in the subject and enjoys peaceful and materially undisturbed possession of, all Leased Real Property; C. in respect of each Leased Real Property: (1) , subject only to Permitted Liens. Neither the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect Company nor its Subsidiaries has a sublease, license or other Contract granting to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleased, licensed, or otherwise granted any Person the right to use or occupy the any Leased Real Property or any portion thereof; D. . To the knowledge of the Company, neither the Company or any of its Subsidiaries nor any other party under any Lease is in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no material breach or default by under any party to the lease Lease and no event has occurred or circumstance exists which, with the giving delivery of notice or notice, the passage of time, time or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a material breach or default under any Lease or would permit the lease; (4) no Person termination thereof by any party of any Lease. Neither the Company nor any of its Subsidiaries that is a party to a Lease has any contractual option assigned, transferred, conveyed, mortgaged, deed in trust, encumbered, or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease any Lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completed.

Leased Real Property. (i) There are no All Real Property Leases are valid, binding and enforceable by and against the Company or Leased its relevant Subsidiary, and, to the Knowledge of the Company, the other parties thereto and are in full force and effect, and no written notice to terminate, in whole or part, any of such Real Property as Leases has been delivered to the Company or any of the Closing Date except other Debtors (nor, to the Knowledge of the Company, has there been any indication that any such notice of termination will be served). Other than as set forth on Schedule 3.1(za result of the filing of the Chapter 11 Cases (or any other agreed Implementation Mechanism). (ii) Except as set forth on Schedule 3.1(z), A. each , neither the Company nor any of the other Debtors nor, to the Knowledge of the Company, any other party to any material Real Property Lease is binding and enforceable against each in default or breach, except to the extent any such default or breach, individually or in the aggregate, would not materially impair the ability of the parties thereto and is Debtors (taken as a whole) to operate in full force and effect the ordinary course of business. Other than as a result of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour filing of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: Chapter 11 Cases (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleased, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and other agreed Implementation Mechanism), no event has occurred which, that with or without the lapse of time or the giving of notice or passage of time, or both, both would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a material breach or material default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened Leases by the Company, any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending of its Subsidiaries or, to the knowledge Knowledge of Simmax and/or the CorporationCompany, any other party thereto. Each of the Debtors enjoys peaceful and undisturbed possession under all such Real Property Leases, other than Real Property Leases in respect of which the failure to enjoy peaceful and undisturbed possession would not reasonably be expected to materially interfere with its ability to conduct its business as currently conducted or, individually or in the aggregate, materially detract from the value of, or, individually or in the aggregate, materially impair the use or operation of, any of the real property subject to any Real Property Leases. The Company and each of the other Debtors that is either the tenant or licensee named under each Real Property Lease has a good and valid leasehold interest in each real property subject to a Real Property Lease. To the Knowledge of the Company, there are not any pending, or threatened, condemnation proceedings or other proceedings relating changes in legally permitted uses related to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completedLeases.

Leased Real Property. The real property demised by the leases described on Schedule 5.8.1 (i) There are no the “Real Property Leases or Leases”) constitutes all of the real property leased by the Companies and each Companies’ Subsidiaries (the “Leased Real Property”). With respect to each Real Property as of the Closing Date Lease, except as set forth on Schedule 3.1(z). 5.8.1, neither the Companies, any Companies’ Subsidiaries nor, to the Companies’ knowledge, any of the other counterparties thereto is in material breach or material default under any such Real Property Lease. Each of the Companies and each of the Companies’ Subsidiaries has a valid leasehold interest in its Leased Real Property free and clear of any Liens other than Permitted Liens. Each of the Real Property Leases is in full force and effect in all material respects. None of the Companies nor any of the Companies’ Subsidiaries has received any written notice within the past twenty-four (ii24) months of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Real Property. All licenses, permits and approvals required for the occupancy and operation of the Leased Real Property as presently being used have been obtained and are in full force and effect and none of the Companies or any of the Companies’ Subsidiaries has received any written notice of violations in connection with such items. Except as set forth on Schedule 3.1(z), A. each Real Property Lease is binding and enforceable against each 5.8.1, none of the parties thereto and is in full force and effect as Companies nor any of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation Companies’ Subsidiaries has not subleased, licensed, licensed or otherwise granted any Person anyone the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred which, with the giving of notice thereof or passage of time, or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the any such lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completed.

Leased Real Property. Section 2.10(b) of the Seller Disclosure Letter sets forth a list of all leases, subleases, licenses and/or occupancy agreements for any real property pursuant to which a Transferred Entity is a tenant, subtenant, licensee, occupant, lessor or sublessor, excluding any such leases involving annual rental payments of less than $250,000 that are not for a manufacturing facility and any leases that are not for a manufacturing facility that have a term of one year or less or that are terminable by such Transferred Entity at any time upon notice within one year or less without any penalty (each, a “Real Property Lease” and collectively, the “Real Property Leases,” and the parcel of property with respect thereto, the “Leased Real Property”). With respect to each parcel of Leased Real Property: (i) There are no Real Property Leases or such Leased Real Property as of has been maintained in all material respects in accordance with the Closing Date except as set forth on Schedule 3.1(z).applicable Real Property Lease; (ii) Except as set forth on Schedule 3.1(z), A. each Real Property Lease is binding and enforceable against each of the parties thereto and is in full force and effect as of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleasedKnowledge of Seller, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred which, with the giving of notice or passage of time, or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord respect to any Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been redeposited in full; (iii) to the lease; Knowledge of Seller, there are no condemnation or expropriation claims pending or threatened in writing against or affecting the Leased Real Property or any portion thereof or interest therein; (4iv) no Person has neither Seller nor any contractual option of its Affiliates (including any Transferred Entity) owes, or right to purchase or acquire the Corporation’s interest will owe in the lease future, any brokerage commissions or the leasehold interest created thereby finder’s fees with respect to such Real Property Lease; (v) neither Seller nor any of its Affiliates (including without limitation any right of first refusal), and the Corporation Transferred Entity) has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease such Real Property Lease or any interest therein; and and (6vi) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated each Transferred Entity’s use and maintained operation thereof complies in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies all material respects with all insurance requirements applicable Laws, including all applicable zoning by-laws, building to said buildings and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completed.

Leased Real Property. Schedule 5.7(a) sets forth a true and complete description of all Real Property leased, licensed to or otherwise used or occupied (ibut not owned) There are (collectively, the “Leased Real Property”) by the Company and its Subsidiaries. To the Knowledge of the Company, the Company and each of its Subsidiaries, as applicable, has a valid and subsisting leasehold estate in such Leased Real Property. To the Knowledge of the Company, a true and correct summary of each such lease, license, or occupancy agreement, and any amendments thereto, with respect to such Leased Real Property (collectively, the “Real Property Leases”) has been made available to the Buyer, and no material changes have been made to any Real Property Leases or since the date provided. All of the Leased Real Property as of is used or occupied by the Closing Date except as set forth on Schedule 3.1(z). (ii) Company or its Subsidiaries pursuant to a Real Property Lease. Except as set forth on Schedule 3.1(z5.7(a), A. , to the Knowledge of the Company, with respect to each Real Property Lease: (i) such Real Property Lease is a valid, binding and enforceable against each obligation of the parties Company or its Subsidiary party thereto in accordance with its terms, subject to the General Enforceability Exceptions, and is in full force and effect as of the Closing Date; B. each effect, (ii) all rents, deposits and additional rents due pursuant to such Real Property Lease creates have been paid in full and no security deposit or portion thereof has been applied in respect of a valid material breach or material default under such Real Property Lease that has not been redeposited in full, (iii) there is no existing material breach or material default by the Company or its Subsidiary party thereto, or the lessor, under any such Real Property Lease, and binding leasehold interest no event has occurred that (with notice, lapse of time or both) would reasonably be expected to constitute such a material breach or material default under any such Real Property Lease by the Company or its Subsidiary party to such Real Property Lease or give the Company or its Subsidiary party thereto or the lessor thereunder the right to terminate, accelerate or modify in favour any material respect any such Real Property Lease, and (iv) neither the Company nor any of its Subsidiaries has received any notice that it is in material default under any such Real Property Lease which has not been cured in all material respects (it being understood that no representation or warranty is given hereby as to any notices required to be given or consents required to be obtained under any such Real Property Lease in connection with the transactions contemplated hereby). Except as disclosed on Schedule 5.7(a), no Affiliate of the Corporation, in Company or its Subsidiaries is the subject owner or lessor of any Leased Real Property; C. in respect of each . The Leased Real Property: Property is in good condition and repair (1) subject to normal wear and tear). To the Corporation’s possession and quiet enjoyment Knowledge of the leased premises is not being disturbed by Company, neither the Company nor any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation of its Subsidiaries has not subleased, licensed, licensed or otherwise granted any Person the right to use or occupy any of the Leased Real Property or Property. Neither the Company nor any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by its Subsidiaries owns any party to the lease and no event has occurred which, with the giving of notice or passage of time, or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completedreal property.

Leased Real Property. Schedule 4.5(b) sets forth a true and correct list of each parcel of real property in which each Seller holds a leasehold estate and identified by such Seller (i) There are no Real Property Leases or the “Leased Real Property as Property”), including the address of the Closing Date except as each such leased property. Accurate and current copies of all real property leases, subleases, licenses or other occupancy agreements (and all amendments thereto) set forth on Schedule 3.1(z). 4.5(b) (iithe “Leases”) have been delivered to Parent and Buyer. Except as set forth on Schedule 3.1(z4.5(b), A. each Real Property Lease is binding and enforceable against , with respect to each of the parties thereto Leases: (i) such lease is valid, binding, enforceable and is in full force and effect as of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: against Seller; (1ii) the Corporation’s transactions contemplated by this Agreement do not require the consent of any other party to such lease (except for those Leases for which lease consents are obtained), will not result in a breach of or default under such Lease, and will not otherwise cause such Lease to cease to be valid, binding, enforceable and in full force and effect on materially identical terms following the Closing; (iii) neither Sellers’ possession and or quiet enjoyment of the leased premises is not being Leased Real Property under such Lease has been disturbed by any Person; (2) and there are no disputes with respect to such Lease; (iv) neither Seller nor, to the related Real Property Sellers’ Knowledge, any other party to the Lease between landlord is in breach of or default under such Lease, and tenantno event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such lease; and (3v) to the Sellers’ Knowledge, no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach of or default under such Lease that has not been redeposited in full; (vi) neither Seller nor MFFB owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the Corporation other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in the Sellers or MFFB; (viii) neither Seller has not subleased, licensed, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2ix) there is no default by any party to the lease and no event neither Seller has occurred which, with the giving of notice or passage of time, or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease lien or Encumbrance with regard to such Lease or any interest thereintherein that would have a material adverse effect on the use of the Leased Real Property; and (6x) there are no abatements of rent, bonuses, liens or other inducements provided to Encumbrances on the Corporation with respect to the lease; E. no notices of default, relocation estate or termination have been given interest created by such Lease except as would be disclosed on a title report or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completedcommitment.

Leased Real Property. The Seller does not own any real property used in the Business. Schedule 3.10 contains a true, correct and complete schedule of all real property leased or subleased to the Seller and used in the Business, including all modifications, amendments and supplements thereto (i) There are no the "Leased Real Property Leases or Property"). The Leased Real Property as is the only real property the Seller has used in the Business. The Seller has delivered to Buyer correct and complete copies of the Closing Date except as set forth on leases and subleases (including all amendments thereto) listed in Schedule 3.1(z).3.10. With respect to each lease and sublease listed in Schedule 3.10 (provided, however, that Seller makes no representation or warranty regarding Lessor or Sublessor's performance with third parties or government authorities): (ii) Except as set forth on Schedule 3.1(z),a. The lease or sublease is legal, valid, binding, enforceable and in full force and effect; A. each Real Property Lease is binding and enforceable against each b. Subject to the written consent of the parties thereto Lessor or Sublessor in accordance with the terms and is conditions of the lease and/or sublease described in Schedule 3.10, the lease or sublease will continue to be legal, valid, binding, enforceable and in full force and effect as on identical terms following the First Closing; c. Neither the Seller nor, to the best of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the CorporationSeller's knowledge, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleased, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any other party to the lease and or sublease is in breach or default, and, to the best of the Seller's knowledge, no event has occurred which, with the giving of notice or passage lapse of time, time or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of such a breach or default or permit termination, modification or acceleration under the lease; (4) lease or sublease; d. Neither the Seller nor, to the best of the Seller's knowledge, any other party to the lease or sublease has repudiated any provision thereof; e. There are no Person material disputes, oral agreements or forbearance programs in effect as to the lease or sublease; f. The Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any contractual option or right to purchase or acquire the Corporation’s interest in the lease leasehold or the leasehold interest created thereby subleasehold; g. All facilities leased or subleased thereunder have received all material approvals of governmental authorities (including without limitation any right of first refusal), licenses and the Corporation has not entered into any agreement to grant such an option or right to do so; (5permits) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property thereof and the Corporation has not received notice that any Leased Real Property has not have been operated and maintained in accordance with all material applicable Lawlaws, rules and regulations; and H. to the knowledge of Simmax h. All facilities leased or subleased thereunder are maintained in accordance with normal industry practice, are in good condition and the Corporation, repair (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building normal wear and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Lawtear excepted), and (iii) all leasehold improvements, rent concessions, free rents are supplied with utilities and similar inducements which are other services necessary for the responsibility operation of the landlord under any of the Real Property Leases have been completedsaid facilities.

Leased Real Property. (i) There are no Real Property Leases or Leased Real Property as None of the Closing Date except as set forth on Schedule 3.1(zCompanies owns any real property. The only real property leased by any of the Companies is the Plantation Premises, which is leased by SHP. Sellers have delivered to Buyer true, complete and correct copies of the lease pursuant to which the Plantation Premises is leased, together with all written amendments and modifications thereto and all guarantees thereof (collectively, the “Plantation Lease”). (ii) Except as set forth on Schedule 3.1(z), A. each Real Property . SHP holds good and valid leasehold title to the Plantation Premises. The Plantation Lease is binding valid and enforceable against each of the parties thereto and is in full force and effect as in all material respects and all rents and additional rents due to date on the Plantation Lease have been paid. SHP enjoys peaceful and undisturbed possession in all material respects under the Plantation Lease. None of Sellers or any of the Closing Date;Companies have received any notice from the landlord under the Plantation Lease to relocate the Plantation Premises as provided in B. each Real Property Lease creates a valid and binding leasehold interest in favour Section 13.01 of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises Plantation Lease. SHP is not being disturbed by in default in any Person; (2) there are no disputes with material respect under the Plantation Lease and, to the related Real Property Knowledge of Sellers, the landlord is not in default under the Plantation Lease. No event has occurred which, with the passage of time or the giving of notice or both, would constitute a default under the Plantation Lease between landlord and tenant; and (3) by SHP. To the Corporation has not subleasedKnowledge of Sellers, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred which, with the passage of time or the giving of notice or passage both, would constitute a default under the Plantation Lease by the landlord. As of the date hereof, the Plantation Premises constitutes all interests in real property currently used or currently held for use in connection with the business of the Companies. Except as set forth in Section 2.10(d) of the Seller Disclosure Letter, the execution, delivery and performance of the Transaction Agreements by each Seller that is or will be a party thereto and the consummation of the transactions contemplated thereby by each Seller do not and will not require any consent of any Person under, result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time, or both, would constitute a default by default) under, or give to any party under the lease; (3) no security deposit Person any rights of termination, acceleration or portion thereof deposited with the landlord has been applied in respect of a breach cancellation of, or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest result in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect creation of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or Lien (other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (ithan Permitted Liens) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under on any of the Real Property Leases have been completedassets or properties of any of the Companies pursuant to, the Plantation Lease. None of the Companies is a sublessor or grantor under any sublease of the Plantation Premises.

Leased Real Property. Section 2.1(d) of the Disclosure Schedule lists the term of the Acquired Leases and the rent payable thereunder. With respect to the Acquired Leases listed in Section 2.1(d) of the Disclosure Schedule: (i) There are no Real Property Leases or Leased Real Property as of the Closing Date except as set forth on Schedule 3.1(z). Section 2.1(d) of the Disclosure Schedule, none of the Acquired Leases have been modified; (ii) Except as set forth except for Permitted Liens and Subleases listed on Schedule 3.1(z), A. each Real Property Lease is binding and enforceable against each Section 2.1(d) of the parties thereto and is Disclosure Schedule, the Sellers have not assigned, subleased, transferred, conveyed, mortgaged, deeded in full force and effect as of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold trust, or encumbered any interest in favour of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleased, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property all or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred whichAcquired Lease or Store, with the giving of notice or passage of time, or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not nor entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rentlicense agreements, bonuses, concession agreements or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the similar agreements for use or occupancy of space in or at any Leased Real Property; G. of real property leased under such Acquired Leases; (iii) no Contractual Obligations (other than the Corporation Acquired Leases and the Acquired Contracts) shall exist that would give rise to a claim or Lien against a Store after the Final Closing Date applicable to such Store; (iv) Sellers shall not be aware of, and have not received any notices of, environmental violations relating to the Stores; (v) neither of the Stores leased under the Acquired Leases have been operated nor maintained, and are not presently, in violation of applicable Laws in any manner that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (vi) the Sellers have received all requisite Government Authorizations approvals of governmental authorities (including licenses and permits) required in connection with the operation thereof and has operated in compliance with the terms of all Leased Real Property and such approvals except as would not reasonably be expected to have, individually or in the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Lawaggregate, a Material Adverse Effect; and H. (vii) there are no pending or threatened condemnation proceedings or actions relating to the knowledge of Simmax and property subject to the Corporation, Acquired Leases; (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (iiviii) the use of each Leased Real Property by Sellers have not given notice to any landlord under the Corporation is permitted by LawAcquired Leases waiving, exercising or indicating that they will or will not be exercising any extension or renewal option; and (iiiix) all leasehold improvements, rent concessions, free rents the Stores operated in connection with the Acquired Leases are presently supplied with utilities and similar inducements which are other services necessary for the responsibility operation of said Stores as operated in the landlord under any Ordinary Course of the Real Property Leases have been completedBusiness.

Leased Real Property. (i) There Schedule 3.2(v) of the Disclosure Letter sets forth a complete and accurate list of all real property and/or premises currently leased (including properties subject to ground leases), subleased, licensed or otherwise occupied by any Acquired Company from a third party other than between or among the Acquired Companies (collectively, the "Leased Real Properties" and, together with the Owned Real Property, the "Acquired Company Real Property"), including the name of the entity holding such leasehold interest and a complete list of Lease Documents. Complete and accurate copies of all leases, lease guaranties, subleases, licenses granting a right in the occupancy or use of Leased Real Property, including all amendments, terminations and modifications thereof in the possession of the Seller (collectively, the "Lease Documents") have been made available to Purchaser, and there are no Real Property Leases or other Lease Documents affecting the material terms governing the Leased Real Property as of or to which the Closing Date except as set forth on Schedule 3.1(z). (ii) Acquired Companies are bound. Except as set forth on Schedule 3.1(z), A. each Real Property Lease is 3.2(v) of the Disclosure Letter, and except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws 38 #110828415 relating to creditors' rights generally, or subject to general principles of equity, the applicable Acquired Company has a valid, binding and enforceable against leasehold interest under each lease for the Leased Real Properties, free and clear of all Liens (other than Permitted Liens). As of the parties thereto and date hereof, no Acquired Company is in full force and effect as material breach or violation of, or default, in each case, with or without notice or lapse of time or both, under any of the Closing Date; B. each Real Property Lease creates Documents and no Acquired Company has received or given any notice of default under any Lease Document which remains uncured. To the knowledge of Sellers, there is no material default by any other parties to the Lease Documents nor any event which, with notice or lapse of time or both, would constitute a valid and binding leasehold interest in favour default thereunder by the Acquired Companies or any other party thereto. Except as set forth on Schedule 3.2(v) of the CorporationDisclosure Letter, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation Acquired Company has not subleased, licensed, licensed or otherwise granted any Person the right to use or occupy the any Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by . Other than the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred whichAcquired Companies, with the giving of notice or passage of time, or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending parties occupying or, to the knowledge of Simmax and/or Sellers, with a right to occupy, the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property;. G. the Corporation has received (ii) The Acquired Company Real Property constitutes all requisite Government Authorizations required interests in real property used, occupied or held for use in connection with the operation Business as it is conducted on the date hereof, and except for the Acquired Company Real Property, no Acquired Company has any real property interest or place of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to business. To the knowledge of Simmax and Sellers, no parcel of the CorporationAcquired Company Real Property is subject to any pending or threatened governmental decree or order to be sold or is being condemned, expropriated, re-zoned or otherwise taken by any public authority with or without payment of compensation therefor or any material violation of any applicable Laws in respect of any Acquired Company Real Property. To the knowledge of Sellers, the Acquired Company Real Property is: (i) each Leased Real Property complies with in all applicable Lawsmaterial respects in good operating condition and repair having regard to its use and age, including all applicable zoning by-laws, building ordinary wear and fire codes and environmental laws, tear excepted; (ii) the use of each Leased Real Property by the Corporation is permitted by Law, maintained in a manner consistent with standards generally followed with respect to similar properties; and (iii) suitable in all leasehold improvements, rent concessions, free rents and similar inducements which are material respects for the responsibility conduct of the landlord under Business as presently conducted. To the knowledge of Sellers, no Acquired Company has contracted or arrange for, or permitted, any construction or other improvements to the Acquired Company Real Property in the last three (3) months which could result in a construction or materials Lien against any of the Acquired Company Real Property Leases have been completedProperty, save and except for a Permitted Lien.

Leased Real Property. (i) There are no Section 3(h)(i) of the Disclosure Schedule sets forth the address of each parcel of Leased Real Property Property, and a true and complete list of all Leases or for each such Leased Real Property as (including the date, term and termination date, and name of the Closing Date except as set forth on Schedule 3.1(zparties to such Lease document). (ii) . Seller has delivered to Buyer a true and complete copy of each such Lease document. Except as set forth on Schedule 3.1(z),in Section 3(h)(i) of the Disclosure Schedule, with respect to each of such Leases: A. each Real Property (A) such Lease is binding legal, valid, binding, enforceable and in full force and effect; (B) except for those Leases for which Lease Consents are obtained, the transactions contemplated by this Agreement do not require the consent of any other party to such Lease, will not result in a breach of or default under such Lease, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable against each of the parties thereto and is in full force and effect as of on identical terms following the Closing DateClosing; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1C) the CorporationSeller’s possession and quiet enjoyment of the leased premises is Leased Real Property under such Lease has not being been disturbed by any Person; (2) and, to the Knowledge of Seller, there are no disputes with respect to such Lease; (D) Seller is not and, to the related Real Property Knowledge of the Seller, no other party to any Lease between landlord is, in breach of or default under such Lease; and, to the Knowledge of Seller, no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (E) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach of or default under such Lease that has not been redeposited in full; (F) Seller does not owe, and tenant; and will not owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (3G) the Corporation other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, Seller; (H) Seller has not subleased, licensed, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof;; and D. in respect of each Real Property Lease: (1I) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred which, with the giving of notice or passage of time, or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation Seller has not collaterally assigned or granted any other security interest Lien in the lease such Lease or any interest therein; . (ii) All buildings, structures, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property (6the “Improvements”) there are no abatements in good condition and repair, reasonable wear and tear excepted. (iii) To the Knowledge of rentSeller, bonusesthe Leased Real Property is in compliance with all applicable building, or zoning, subdivision, health and safety and other inducements provided to land use laws, including the Corporation Americans with respect to Disabilities Act of 1990, as amended, and all insurance requirements affecting the lease; E. no notices Leased Real Property (collectively, the “Real Property Laws”). Seller has not received any notice of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect violation of any Real Property Lease and no such notices have been threatened by any party thereto;Law. F. (iv) Each parcel of Leased Real Property has direct access to a public street adjoining the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or has access to a public street via insurable easements benefiting such parcel of Leased Real Property, and such access is not dependent on any land or other matters adversely affecting real property interest that is not included in the Leased Real Property. None of the Improvements or any portion thereof is dependent for its access, use or operation on any land, building, improvement or other real property interest that is not included in the Leased Real Property. (v) All water, oil, gas, electrical, steam, compressed air, telecommunications, sewer, storm and waste water systems and other utility services or systems for the Leased Real Property have been installed and are operational and sufficient for the operation of the Business as currently conducted thereon. (vi) Seller’s use or occupancy of any the Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with Property or any portion thereof and the operation of all the Business as currently conducted is not dependent on a “permitted non-conforming use” or “permitted non-conforming structure” or similar variance, exemption or approval from any governmental authority. (vii) None of the Leased Real Property and the Corporation has not received notice that or any Leased Real Property has not been operated and maintained portion thereof is located in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, a flood hazard area (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property as defined by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completedFederal Emergency Management Agency).

Leased Real Property. (i) There are no All Real Property Leases or Leased Real Property as of the Closing Date except as set forth on Schedule 3.1(z). (ii) Except as set forth on Schedule 3.1(z), A. each Real Property Lease is are valid, binding and enforceable by and against each the Company or the other applicable Debtor, and, to the Knowledge of the Company, the other parties thereto and is are in full force and effect as effect, and no written notice to terminate, in whole or part, any of such Real Property Leases has been delivered to the Company or any of the Closing Date; B. each other Debtors (nor, to the Knowledge of the Company, has there been any indication that any such notice of termination will be served). Other than as a result of the filing of the Chapter 11 Cases, neither the Company nor any of the other Debtors nor, to the Knowledge of the Company, any other party to any material Real Property Lease creates a valid and binding leasehold interest in favour necessary for the operation of the Corporation, Post-Effective Date Business is in default or breach in any material respect under the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment terms thereof. Other than as a result of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect to filing of the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleasedChapter 11 Cases, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred which, that with or without the lapse of time or the giving of notice or passage of time, or both, both would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default in any material respect under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened necessary for the operation of the Post-Effective Date Business by any party thereto; F. of the Corporation has notDebtors, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge Knowledge of Simmax and/or the CorporationCompany, any other party thereto. Each of the Debtors enjoys peaceful and undisturbed possession under all such Real Property Leases, other than Real Property Leases in respect of which the failure to enjoy peaceful and undisturbed possession would not reasonably be expected to materially interfere with its ability to conduct its business as currently conducted or, individually or in the aggregate, materially detract from the value of, or, individually or in the aggregate, materially impair the use or operation of, any of the Leased Real Property. The Company and each of the other Debtors that is either the tenant or licensee named under each Real Property Lease has a good and valid leasehold interest in each real property subject to a Real Property Lease. To the Knowledge of the Company, there are not any pending, or threatened, condemnation or other proceedings relating related to any Leased Real Property or other matters adversely affecting of the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completed.

Leased Real Property. (i) There are no Real Property Leases Neither the Seller nor any Affiliate (including the Parent) owns any real property or Leased Real Property as of interest therein that is held for use primarily in connection with the Closing Date except as set forth on Schedule 3.1(z)Business. (ii) Except as (A) Each lease set forth on Schedule 3.1(z), A. each Real Property Lease is binding and enforceable against each of 3.1(f) (collectively, the parties thereto and "Leases") is in full force and effect as of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession all rent and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord other sums and tenant; and (3) the Corporation has not subleased, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due charges payable by the Corporation as at the Closing Time have been paid in full; Seller thereunder are current, (2B) there no notice of default or termination under any Lease is no default by any party to the lease and outstanding, (C) no event has occurred or condition which, with the giving of notice or passage the lapse of time, time or both, would constitute a default by or termination event or condition under any party under the lease; Lease exists or has occurred, and (3D) no security deposit lessor under any Lease has any Encumbrance (other than Permitted Encumbrances) under any Lease or portion thereof deposited otherwise against the Purchased Assets. The Seller's leasehold estate under and the Seller's leasehold interest in each Lease is held free and clear of all Encumbrances (other than Permitted Encumbrances) and other matters adversely affecting title thereto, which is claimed by or through the Seller. The Seller has delivered to the Buyer true and complete copies of all Leases (including all amendments, waivers, modifications and supplements thereto). (iii) Except as set forth on Schedule 3.1(f), (A) all improvements on the real property leased to the Seller (the "Leased Real Property"), insofar as they relate to the Business, conform in all respects to all applicable Legal Requirements (including applicable environmental and occupational safety and health laws and regulations) and zoning and building ordinances of Governmental Authorities, and all of the Leased Real Property is zoned for the purposes for which such Leased Real Property is presently being used, (B) all improvements on the Leased Real Property, insofar as they relate to the Business, are in good condition, normal wear and tear excepted, and there does not exist any condition which interferes with the landlord has been applied in respect present economic value or use thereof by the Business, (C) none of a breach the buildings and structures located on the Leased Real Property, the appurtenances thereto or default under the lease; equipment therein or the operation or maintenance thereof, insofar as they relate to the Business, violates any restrictive covenant or encroaches on any property owned by others or any servitude easement, right of way or other encumbrance or restriction affecting such Leased Real Property, nor does any building or structure of any third party encroach upon the Leased Real Property or any servitude easement or right of way benefitting the Leased Real Property, and (4D) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any condemnation proceeding is pending or, to the knowledge Knowledge of Simmax and/or the CorporationSeller, threatened, condemnation which would preclude or other proceedings relating to impair the use by the Business of any Leased Real Property or other matters adversely affecting for the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation uses for which it is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completedintended.

Leased Real Property. All of the real property leased by -------------------- ARC, as tenant or lessee, is identified on Schedule 2.6(b) hereto (collectively --------------- referred to herein as the "Leased Real Property"). The Sellers hereby make the following representations and warranties with respect to the Leased Real Property: (i) There are no Real Property Leases or ARC holds a good, clear, marketable, valid and enforceable leasehold interest in the Leased Real Property as of the Closing Date except as set forth on Schedule 3.1(z).Property; (ii) Except as set forth on Schedule 3.1(z),None of the Sellers is aware of any material defects in the physical condition of any improvements constituting a part of the Leased Real Property, including, without limitation, structural elements, mechanical systems, roofs or parking and loading areas, and to the knowledge of the Sellers, all of such improvements are in reasonable operating condition and repair, have been maintained in accordance with past practice and are free from material infestation by rodents or insects; A. each (iii) The copies of the lease for the Leased Real Property (the "Lease") delivered by ARC to Buyer pursuant to this Agreement is complete, accurate, true and correct; (iv) The Lease is binding and enforceable against each of the parties thereto and is in full force and effect as and has not been modified, amended, or altered, in writing or otherwise; (v) All obligations of the Closing Datelandlord or lessor under the Lease which have accrued have been performed, and to the best of the knowledge of the Sellers, no landlord or lessor is in default under the Lease; B. each Real Property Lease creates a valid and binding leasehold interest in favour (vi) All obligations of the CorporationARC under the Lease which have accrued have been performed, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises ARC is not being disturbed by any Person; (2) there are no disputes with respect to in default under the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleasedLease, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred circumstance presently exists which, with the giving of notice or the passage of time, or both, would give rise to a default by ARC; and (vii) ARC will not have obtained prior to the Closing the consent of the landlord or lessor under the Lease, and the failure to obtain such consent shall not constitute a default by any party under hereunder. On or before the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied Closing Date, ARC will have notified in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of writing the landlord under any of the Real Property Leases have been completedLease that the Lease is being assigned to Buyer hereunder.

Leased Real Property. Section 4.17(b) of the Company Disclosure Schedules lists, as of the date of this Agreement, (i) There are no Real Property Leases or the address of each Leased Real Property as of the Closing Date except as set forth on Schedule 3.1(z(other than temporary construction site offices relating to individual projects). ; and (ii) Except as set forth on Schedule 3.1(z), A. each the Leased Real Property Lease is binding in respect of which the Company or any of its Subsidiaries are required to pay €250,000 or more annually in rent (the “Material Leased Real Property”). The Company has made available to Yucaipa true, correct and enforceable against each complete copies of the parties thereto Contracts (including all modifications, amendments, guarantees, supplements, waivers, extensions, renewals, side letters and other agreements with respect thereto) pursuant to which the Company or any of its Subsidiaries use or occupy (or have been granted an option to use or occupy) the Material Leased Real Property or is otherwise a party with respect to the Material Leased Real Property (the “Leases”). Each Lease is in full force and effect as and is a valid, legal and binding obligation of the Closing Date; B. Company or its Subsidiary that is a party thereto, enforceable in accordance with its terms against the Company or its Subsidiary (as applicable) and, to the Company’s knowledge, each Real Property Lease creates other party thereto, subject, in each case, to the Enforceability Exceptions. The Company or one of its Subsidiaries has a valid and binding subsisting leasehold interest in favour of the Corporationestate in, in the subject and enjoys peaceful and materially undisturbed possession of, all Leased Real Property; C. in respect of each Leased Real Property: (1, subject only to Permitted Liens. Except as set forth on Section 4.17(b) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect Company Disclosure Schedules, neither the Company nor its Subsidiaries has a sublease, license or other Contract granting to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleased, licensed, or otherwise granted any Person the right to use or occupy the any Leased Real Property or any portion thereof; D. . To the knowledge of the Company, neither the Company or any of its Subsidiaries nor any other party under any Lease is in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no material breach or default by under any party to the lease Lease and no event has occurred or circumstance exists which, with the giving delivery of notice or notice, the passage of time, time or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a material breach or default under any Lease or would permit the lease; (4termination thereof by any party of any Lease. The Leased Real Property identified in Section 4.17(b) no Person of the Company Disclosure Schedules comprises all of the real property necessary to conduct the business of the Company and its Subsidiaries. Neither the Company nor any of its Subsidiaries that is a party to a Lease has any contractual option assigned, transferred, conveyed, mortgaged, deed in trust, encumbered, or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease any Lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completed.

Leased Real Property. (a) The Seller does not own any real property, nor does the Seller have the option to acquire any real property. (b) Schedule 4.8(c) sets forth a list of all Leased Real Property. Such Leased Real Property constitutes all of the real property occupied, operated or used in connection with the business of the Seller as presently conducted. True, correct and complete copies of all leases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) relating to Leased Real Property identified on Schedule 4.8(c) (the “Leases”) have been made available to Buyer. With respect to each Lease listed on Schedule 4.8(c): (i) There are no Real Property Leases or the Seller has a valid, subsisting and enforceable leasehold interest to the leasehold estate in the Leased Real Property as granted to the Seller pursuant to each pertinent Lease, subject to (x) bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights or the Closing Date except as set forth on Schedule 3.1(z). relief of debtors and (y) general principles of equity, including rules of law governing specific performance, injunctive relief and other equitable matters; (ii) Except as set forth on Schedule 3.1(z), A. each Real Property Lease is binding and enforceable against each of the parties thereto Leases has been duly authorized and executed by the Seller and is in full force and effect as effect, and the Seller has not received any written or, to the Seller’s Knowledge, oral notice of any intention to terminate or not renew any Lease; (iii) the Seller is not, and, to the Seller’s Knowledge, no other party to any Lease is in, default or breach under any of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the CorporationLeases, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect nor, to the related Real Property Lease between landlord and tenant; and (3) the Corporation Seller’s Knowledge, has not subleased, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred which, with the giving of notice or the passage of time, or both, would constitute give rise to such a default or breach by the Seller or any other party under the leaseto any Lease; (3iv) any security deposit required pursuant to each such Lease has been fully paid and not withdrawn, and no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach of or default under any such Lease that has not been redeposited in full; and (v) except as set forth on Schedule 4.8(c), the lease; (4) no Person Seller has not, whether in writing or orally, assigned, subleased, conceded, transferred, conveyed, mortgaged, deeded in trust or encumbered any contractual option or right to purchase or acquire the Corporation’s interest in the lease any Lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or otherwise granted any other security interest in Person the lease right to occupy or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property;. G. (c) To the Corporation has received Seller’s Knowledge, there are no material defects in the physical condition of any improvements constituting a part of the Leased Real Property, including structural elements, mechanical systems, HVAC systems, roofs or parking and loading areas, and all requisite Government Authorizations required of such improvements are in connection with reasonable operating condition and repair taking into account the operation reasonably anticipated useful lives thereof and subject to reasonable wear and tear and routine necessary maintenance and repair of all similar assets of like age and use. None of the Leased Real Property is subject to special flood or mudslide hazards or within the one hundred (100) year flood plain. All water, sewer, gas, electric, telephone, drainage and other utilities required by Law or necessary for the Corporation current or currently planned operation of the Leased Real Property have been installed and connected pursuant to valid Permits, and are sufficient to service the Leased Real Property as currently used and planned to be used. (d) The Seller has not received written notice that from any Governmental Authority of any material violation of any Law, Order or Permit issued with respect to any of the Leased Real Property that has not been operated corrected heretofore and maintained in accordance with applicable Law; and H. to no such material violation now exists. All improvements constituting a part of the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies are and have been for the past six (6) years in material compliance with all applicable Laws, including Orders and Permits, and there are presently in effect all applicable zoning by-laws, building and fire codes and environmental laws, (ii) material Permits required by Law for the use of each the Leased Real Property as currently used by the Corporation is permitted by LawSeller. The Seller has not received any notice of any pending or threatened eminent domain proceedings, and (iii) real estate Tax deficiency or reassessment or condemnation or similar proceeding relating to all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility or any portion of the landlord under any of the Leased Real Property. (e) The Seller has not received any written notice of, and, to the Knowledge of the Seller, there is not currently pending, any condemnation, environmental, planning, zoning or other land use regulation adversely affecting any of the Leased Real Property Leases have been completedor any part thereof, or any sale or other disposition of any of the Leased Real Property, and, to the Knowledge of the Seller, no such regulations or sales or other dispositions are contemplated. To the Knowledge of the Seller, the Leased Real Property possesses all Permits from any Governmental Authority having jurisdiction necessary for the continued operation and use of any of the Leased Real Property as it is currently used and operated. The Leased Real Property is in material compliance with all federal, state and local zoning and general land use plan designations and the use and improvements on the Leased Real Property are not “grandfathered” or other legal nonconforming uses or structures. To the Knowledge of the Seller, none of the Leased Real Property is located in a redevelopment or other area proposed for special land use designations, including historical or other overlay zones and moratoria or interim control ordinances, and to the Knowledge of the Seller, none of the Leased Real Property is currently proposed to be included in a redevelopment or other special land use area. The Seller has not received any written notice of any special assessment action or proceeding affecting any of the Leased Real Property and, to the Knowledge of the Seller, no such action or proceeding is contemplated.

Leased Real Property. (1) Schedule 6(f)(1) of the Disclosure Schedules describes the leased real property included in the Acquired Assets (the “Leased Real Property”) and each lease in effect with respect thereto (the “Leases”). Schedule 6(f)(1) of the Disclosure Schedules lists all of the Leases for the Stores and the information set forth thereon accurately summarizes the terms and conditions currently in effect for all such Leases. With respect to each of the Leases (a true, complete and accurate copy of which has been provided to Buyer): (i) There are no Real Property Leases or Leased Real Property as it is a valid and binding obligation of Sellers and, to the Closing Date except as set forth on Schedule 3.1(z).knowledge of Sellers, each other party to such Lease, enforceable and in full force and effect; (ii) Except as set forth on Schedule 3.1(z), A. each Real Property Lease is binding and enforceable against each of the parties thereto and is in full force and effect as of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporationneither Sellers nor, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleasedknowledge of Sellers, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any other party to the lease Lease is in breach or default thereof, and to Sellers’ knowledge no event has occurred which, with the giving of notice or passage lapse of time, time or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; or permit termination, modification or acceleration thereunder, and no written claim and, to Sellers’ knowledge, no oral claim has been made by any other party to such Lease alleging that Sellers are in breach of default thereunder; (4iii) no Person has Sellers have not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any contractual option or right to purchase or acquire the Corporation’s interest in the lease leasehold or the leasehold interest created thereby subleasehold of such Lease; (including without limitation any right of first refusal)iv) There is no Security Interest, and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of renteasement, bonuses, covenant or other inducements provided restriction applicable to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property subject to such Lease, except for such as have been created by the terms of the Lease and except for recorded easements, covenants and other restrictions which do not materially impair the current uses or other matters adversely affecting the use or occupancy of any Sellers of such Leased Real Property; G. (v) There are no outstanding or threatened requirements by any insurance company that has issued an insurance policy covering the Corporation has received all requisite Government Authorizations required Leased Real Property, or by any board of fire underwriters or other body exercising similar functions, requiring any repairs or alterations to be done on the Leased Real Property; (vi) To Sellers knowledge, there are no Hazardous Materials (as defined in connection with the operation of all Cross Option Agreement) on or under the Leased Real Property and Sellers have not deposited any Hazardous Materials on or under the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Lawnor have Sellers transported to or from the Leased Real Property or used, generated, manufactured, stored or disposed of any Hazardous Materials on or under the Leased Real Property; and H. (vii) Sellers have obtained, or will obtain prior to the knowledge of Simmax Closing Date, all material required consents to assign and validly transfer the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completedto Buyer.

Leased Real Property. (ia) There are no Real Property Leases Schedule 2.25 sets forth a complete list of all leases, written or Leased Real Property oral, of each parcel of real property leased by Seller (or any Affiliate of Seller) and used in or necessary for the Business as currently conducted (together with all rights, title and interest of Seller in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents in connection therewith) (the Closing Date except as set forth on Schedule 3.1(z). (ii) Except as set forth on Schedule 3.1(z), A. each Real Property Lease is binding and enforceable against each of the parties thereto and is in full force and effect as of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporation, in the subject “Leased Real Property; C. in respect ”), including the name of the lessor and lessee, the address of each Leased Real Property: (1) the Corporation’s possession parcel of real property leased thereunder, and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes all subleases, licenses and other agreements with respect to thereto (individually, a “Lease” and collectively, the related Real Property Lease between landlord and tenant; and (3) the Corporation “Leases”). Seller has not subleased, licensed, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property under any Lease or any portion thereof on the Leased Property. All structures, improvements, fixtures, building systems and equipment, and all components thereof; D. , are in respect good operating condition and are fit for the use intended. Each of each Real Property Lease: (1) all payments due by the Corporation as at Leases is in full force and effect and constitutes a valid and binding agreement of Seller and the Closing Time have been paid other parties thereto in full; (2) there is no default by accordance with their respective terms. Neither Seller nor any other party to a Lease is in default under any Lease, nor has Seller or any other party to a Lease received notice (written or oral) of the lease and no current existence of any event has occurred which, which with the giving of notice or passage lapse of time, time or both, both would constitute a default under such Lease by a Seller or by the other parties thereto, and no such event currently exists. Seller has not received notice (written or oral) that any party under to any of the lease; (3) no security deposit Leases intends to cancel, terminate or portion thereof deposited with refuse to renew the landlord has been applied in respect of a breach same or default under the lease; (4) no Person has to exercise or decline to exercise any contractual option or other right thereunder. As of the date hereof, no party to purchase the Leases has repudiated any provision thereof. All Leased Real Property and all improvements located thereon are in material compliance with all applicable Laws, and Seller has not received notice (written or acquire oral) of any currently threatened or pending Actions in effect as to the Corporation’s interest in the lease Leases or the leasehold interest created thereby (including without limitation any right of first refusal)Leased Real Property, and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation Knowledge of Seller, no Action is currently in effect or threatened with respect to the lease; E. no notices of defaultLeases or the Leased Real Property, relocation or termination have been given or received by the Corporation and/or including without limitation, any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating similar proceeding, special assessment or change in zoning. Seller has not granted or suffered to exist any Leased Real Property Encumbrance in any Lease or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has . All facilities leased or subleased under a Lease have received all requisite Government Authorizations governmental permits required in connection with the operation of all Leased Real Property thereof and the Corporation has not received notice that any Leased Real Property has not have been operated and maintained in accordance with applicable Law; and H. Laws. All facilities leased or subleased under a Lease are supplied with utilities and other services sufficient for the operation of said facilities as such facilities are presently operated. Seller has made available to Purchaser true, correct and complete copies of all Leases, tenant estoppels, subordination non-disturbance agreements, title insurance policies and surveys, and any and all amendments, modifications or extensions thereof, relating to or affecting the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Lawsto the extent the foregoing are in the Seller’s possession or control. Seller is not a party to, including all applicable zoning by-lawsnor is obligated under any option, building and fire codes and environmental lawsright of first refusal or other contractual right to sell, (ii) grant, dispose of or lease any of the use of each Leased Real Property by the Corporation is permitted by Lawor any portion thereof or interest therein to any Person other than Purchaser. There are no consents necessary to assign any Lease to Purchaser and such assignment shall not trigger any recapture right, and (iii) all leasehold improvements, rent concessions, free rents and termination right or similar inducements which are the responsibility right of the a landlord under any of the Real Property Leases have been completedLease.

Leased Real Property. (a) The Company does not own any real property. (b) Section 9.05 of the Disclosure Schedule sets forth a list of all real property leased by the Company and a true and complete list of all leases for each such parcel of Leased Real Property. Except as set forth in Section 9.05 of the Disclosure Schedule, with respect to each such lease: (i) There are no Real Property Leases the Company has delivered or Leased Real Property as made available to the Buyer a true and complete copy of such lease, and in the case of any oral lease, a written summary of the Closing Date except as set forth on Schedule 3.1(z).terms of such lease; (ii) Except as set forth on Schedule 3.1(z), A. each Real Property Lease such lease is binding and enforceable against each of the parties thereto and is in full force and effect as of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour obligation of the CorporationCompany, enforceable in accordance with its terms except as limited by bankruptcy, insolvency, reorganization, moratorium, marshaling or other similar laws relating to creditors’ rights generally or by general principles of equity (whether considered in an action at law or in equity) and to the subject Leased Real Propertydiscretion of the court before which any proceedings therefor may be brought; C. in respect of each Leased Real Property: (1iii) neither the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect Company nor, to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleasedCompany’s knowledge, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any other party to the lease such leases is in default in any material respect under such leases and no event has occurred which, with the passage of time or the giving of notice or passage otherwise would result in a material default, breach or event of time, noncompliance by the Company under any such lease; (iv) no consent of the landlord or both, would constitute any security deposit or any further action by the Company under any such lease is required as a default by any party under result of the lease; consummation of the transactions contemplated hereby; (3v) no security deposit or portion thereof deposited with the landlord respect to such leases has been applied in respect of a breach or default under such leases which has not been redeposited in full; (vi) the lease; (4) no Person Company has not subleased, licensed or otherwise granted any contractual option or party the right to purchase use or acquire the Corporation’s interest in the lease occupy such Leased Real Property or the leasehold interest created thereby any portion thereof; and (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5vii) the Corporation Company has not collaterally assigned or granted any other security interest in the lease such leases or any interest therein; and therein that will not be released at Closing. (6c) there are no abatements material structural or nonstructural defects (including inadequacy for normal use of rentmechanical systems and fixtures) in any of the buildings, bonusesordinary wear and tear excepted, or other inducements provided to situated on the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completed.

Leased Real Property. Schedule 5.8(a) lists all material real property rights, including coal, mining, exploration and surface rights, leased or subleased by any member of the Company Group (the “Leased Real Property”) and all of the written leases and subleases related thereto (the “Real Property Leases”). With respect to each Real Property Lease, and except as otherwise specified in Schedule 5.8(a): (i) There are no Real Property Leases or Leased Real Property as of the Closing Date except as set forth on Schedule 3.1(z). (ii) Except as set forth on Schedule 3.1(z), A. each Real Property Lease is binding and enforceable against each of the parties thereto and is in full force and effect as of the Closing Date; B. each Real Property Lease creates and is a valid and binding leasehold interest in favour agreement of each member of the CorporationCompany Group that is a party thereto and, to the Knowledge of Seller, each of the other parties thereto, enforceable by or against such member of the Company Group and, to the Knowledge of the Seller, each of such other parties thereto in the subject Leased Real Propertyaccordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law); C. in respect of each Leased Real Property: (1ii) the Corporation’s possession and quiet enjoyment (A) no member of the leased premises Company Group is not being disturbed by in monetary default under any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleased, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: , and (1B) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and Knowledge of Seller, no event has occurred which, with the giving of notice or passage of time, time or bothexpiration of any grace period, would constitute a default by of any party member of the Company Group under the lease; such Real Property Lease, (3C) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect Knowledge of Seller, no other party to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease is in default thereunder, and (D) no such notices have been threatened by any party thereto; F. member of the Corporation Company Group has not, nor had any Subsidiary, prior to dissolution or wind-up, received a written notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating default with respect to any Leased such Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property Lease which has not been operated and maintained in accordance with applicable Lawcured; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvementsexcept for Permitted Liens, rent concessionsno Real Property Lease has been mortgaged, free rents and similar inducements which are the responsibility deeded in trust or subjected to a Lien by any member of the landlord under Company Group. For clarity, none of the representations or warranties set forth in this Section 5.8(a) are made, or shall apply, with respect to any WPP Replacement Leases or any amendment, amendment and restatement or other modification of any of the Real Property Leases have been completedof which Purchaser has Knowledge or which are made or entered into prior to or after the date of this Agreement in connection with or in contemplation of any of the Contemplated Transactions. The Seller hereby disclaims any and all representations or warranties relating to any such WPP Replacement Leases or any such amendment, amendment and restatement or other modification of any of the Real Property Leases made or entered into prior to or after the date of this Agreement in connection with or in contemplation of any of the Contemplated Transactions.

Leased Real Property. (ia) There are no Real Property Leases or Schedule 3.12(a)(i) sets forth an accurate and complete list of the Leases. The Leased Real Property as constitutes all of the Closing Date except real property that is owned, leased, used or held for use primarily in the conduct of the Business as set forth on Schedule 3.1(z)currently conducted. (iib) Except for Permitted Liens, as set forth on Schedule 3.1(z), A. each Real Property Lease is binding and enforceable against each of contemplated by the parties thereto and is in full force and effect Transition Services Agreement or as of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporationwould not reasonably be expected, individually or in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect aggregate, to be material to the related Real Property Lease between landlord and tenant; and (3) Business or the Corporation Purchased Subsidiaries, taken as a whole, no Person other than the Purchased Subsidiaries has not subleased, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof;Property. D. in respect (c) Seller has made available to Buyer a true and correct copy of each Real Property Lease: . Except as set forth in Schedule 3.12(c), (1i) all payments due by each Lease (together with any amendment thereto) is valid and in full force and effect, represents the Corporation legal, valid and binding obligations of Seller or its applicable Affiliate that is the tenant thereunder, is unmodified and represents the entire agreement between Seller or its applicable Affiliate, as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred which, with the giving of notice or passage of time, or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal)tenant, and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; applicable lessor and (6ii) there are no abatements of rentSeller or its applicable Affiliate that is the tenant thereunder, bonusesas applicable, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending orand, to the knowledge of Simmax and/or Seller, each other party thereto is not in breach of or default of its obligations under such Lease beyond any applicable notice and cure period, except for such defaults as would not have a material and adverse effect on the CorporationBusiness, threatenedtaken as a whole. All rent (including base rent and additional rent) payable under each Lease has been paid to date, except for any such failure to pay that would not be material or would not otherwise result in a material breach or material default of the applicable Lease. (d) As of the date hereof, neither Seller nor any of its Affiliates has received any written notice from any Governmental Authority in the past two years that (i) any condemnation proceeding is pending or other proceedings relating threatened with respect to any Leased Real Property or other matters adversely affecting (ii) any material zoning or building code, ordinance, order or regulation is violated in any material respect by the operation or use or occupancy of any the Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completed.

Leased Real Property. (a) None of the Sellers owns any real property that is part of this transaction. (b) the Real Property leased by Seller under the Assigned Lease and the to-be- assigned to Buyer UDOT parking-area lease are the only Real Property used in or necessary for the conduct of the Business as currently conducted (together with all rights, title and interest of a Seller in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and no other Real Property is leased by any Seller in connection with the Business. With respect to the Assigned Lease: (i) There are no Real Property Leases or Leased Real Property as of the Closing Date except as set forth on Schedule 3.1(z). (ii) Except as set forth on Schedule 3.1(z), A. each Real Property such Lease is binding valid, binding, enforceable and enforceable against each of the parties thereto and is in full force and effect as effect, and the applicable Seller enjoys peaceful and undisturbed possession of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporation, in the subject Leased Real Property; C. (ii) No Seller is in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleasedbreach or default under such Lease, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred or circumstance exists which, with the giving delivery of notice, passage of time or both, would constitute such a breach or default, and Seller has paid all rent due and payable under such Lease; (iii) No Seller has received nor given any notice of any default or event that with notice or passage lapse of time, or both, would constitute a default by any party such Seller under the lease; (3) Lease and, to the Knowledge of Sellers, no security deposit or portion thereof deposited with the landlord has been applied other party is in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal)thereof, and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided party to the Corporation Lease has exercised any termination rights with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation (iv) No Seller has notsubleased, nor had any Subsidiary, prior to dissolution assigned or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating otherwise granted to any Person the right to use or occupy such Leased Real Property or other matters adversely affecting any portion thereof; and (v) No Seller has pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in the use or occupancy of any Leased Real Property;. G. the Corporation (c) No Seller has received all requisite Government Authorizations required in connection with any written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the operation of all Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the ability to operate the Leased Real Property and as currently operated. Neither the Corporation has not received notice that whole nor any material portion of any Leased Real Property has not been operated and maintained in accordance with applicable Law; anddamaged or destroyed by fire or other casualty. H. to the knowledge of Simmax and the Corporation, (id) each The Leased Real Property complies with is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitutes all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) of the use of each Leased Real Property by necessary to conduct the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completedBusiness as currently conducted.

Leased Real Property. Section 3.11(b) of the Disclosure Schedule sets forth each parcel of real property leased by Seller and used in or necessary for the operation of the University as currently conducted (together with all rights, title and interest of Seller in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents (collectively, the “Security Deposits”) paid in connection therewith collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which Seller holds any Leased Real Property (collectively, the “Leases”). Seller has made available to Buyer a true and complete copy of each Lease. With respect to each Lease: (i) There are no Real Property Leases or Leased Real Property as of the Closing Date except as set forth on Schedule 3.1(z). (ii) Except as set forth on Schedule 3.1(z), A. each Real Property such Lease is valid and binding and enforceable against each of the parties thereto on Seller and is in full force and effect as effect, and Seller enjoys peaceful and undisturbed possession of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1ii) the Corporation’s possession and quiet enjoyment of the leased premises Seller is not being disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleasedin breach or default under such Lease, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred or circumstance exists with respect to Seller or, to Seller’s Knowledge, any other party thereto which, with the giving delivery of notice, passage of time or both, would constitute such a breach or default, and Seller has paid all rent due and payable under such Lease; (iii) Seller has not received nor given any notice of any default or event that with notice or passage lapse of time, or both, would constitute a default by Seller under any of the Leases and, to Seller’s Knowledge, no other party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied is in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal)thereof, and the Corporation has not entered into any agreement neither Seller nor, to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted Seller’s Knowledge, any other security interest in the lease or party to any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation Lease has exercised any termination rights with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation (iv) Seller has notnot subleased, nor had any Subsidiary, prior to dissolution assigned or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating otherwise granted to any Person the right to use or occupy such Leased Real Property or other matters adversely affecting the use any portion thereof; and (v) Seller has not pledged, mortgaged or occupancy of otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completed.

Leased Real Property. (i) There are no Real Property Leases or The Leased Real Property constitutes all real property which is used (or intended for use) by Sellers and their respective Affiliates in the conduct of the Business as of the Closing Date except as set forth on Schedule 3.1(z).date hereof, other than the Owned Real Property and the Excluded Real Property; (ii) Except as set forth on Schedule 3.1(z), A. each Real Property Lease is binding and enforceable against each of the parties thereto and is The Leases (A) are in full force and effect as and constitute the valid and legally binding obligation of the Closing DateSeller which is a party thereto, as applicable, enforceable in accordance with its terms, (B) have not been amended or modified except as reflected in the modifications, amendments, supplements, waivers and side letters thereto made available to Purchasers and (C) have not been assigned in any manner by any Seller; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporation(iii) There exists no material breach or material default, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleased, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred or condition, which, with upon the giving of notice or passage the lapse of time, time or both, would constitute a material default by any Seller, or, to the Knowledge of Sellers, by any other party thereto, under any of the Leases; (iv) Each Seller that is either the tenant, subtenant, licensee or sublicensee, as applicable, named under each Lease has a good and valid leasehold interest in such Leased Real Property, free and clear of all Liens, except for Permitted Encumbrances, subject in each case to the terms and conditions of the applicable Lease. Except as set forth in Section 5.7(b) of the Disclosure Schedule, to the Knowledge of the Sellers, none of the Sellers nor any of their respective Affiliates has received any correspondence or written notice from any counterparty to a Lease giving notice of a default or an event of default thereunder or an intention to terminate such agreement; and (v) Except as provided in the Leases, there are no outstanding contracts granted by Sellers or any of their respective Affiliates to any third person to purchase or lease any Leased Real Property, or any portion thereof or interest therein and, except as set forth in Section 5.7(b) of the Disclosure Schedule, no Leases include a right or option to purchase any real property or interest therein. (vi) With respect to each Lease: (1) Subject to obtaining the Required Consents, the transactions contemplated by this Agreement (1) do not require the consent of any person with respect to any Lease (including any landlord or sub-landlord, as applicable), (2) will not result in a breach of or default under such Lease that will not be cured if the Sellers are able to secure the Required Consents, or (3) otherwise will not cause such Lease to cease to be in full force and effect on substantially identical terms following the Effective Time, subject to any modifications thereto that may be required under the leaseterms of the Required Consents; and (32) no security deposit or portion thereof deposited with the landlord under such Lease has been applied in respect of a breach or default under such Lease which has not (1) if and as required by the lease; applicable landlord, been redeposited in full or (42) no Person has been disclosed to Purchasers in writing. (vii) Other than in connection with the transactions contemplated by this Agreement, there is not now pending nor, to the Knowledge of Sellers, contemplated, any contractual option special or right to purchase or acquire the Corporation’s interest extraordinary reassessment of any parcel included in the lease Real Property that would result in a material change in the Taxes, assessments, rent, additional rent or the leasehold interest created thereby (including without limitation any right of first refusal), other sums and the Corporation has not entered into charges payable under any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease which Sellers or any interest therein; and (6) there of their respective Affiliates are a party relating to the Leased Real Property. There are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or public improvements in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending progress or, to the knowledge Knowledge of Simmax and/or Sellers, proposed, that will result in material special assessments against any of the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property;. G. (viii) To the Corporation Knowledge of the Sellers, none of the Sellers nor any of their respective Affiliates has received all requisite Government Authorizations required any written notice that remains pending or unresolved of (A) any violation in any material respect of any zoning or building codes or ordinances, orders or regulations in connection with the ownership, use, operation or maintenance of all the Leased Real Property, (B) any pending or threatened condemnation proceeding, litigation or administrative action relating to any of the Leased Real Property and (C) any proceeding initiated by or on behalf of Sellers to change or redefine the Corporation has not received notice that zoning or land use classification or all or any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge portion of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Leased Real Property Leases have been completedProperty.

Leased Real Property. Schedule 4.16 of the Sellers’ Disclosure Letter sets forth, as of the date hereof, each real property lease (itogether with any amendments, modifications, supplements, guarantees and renewals thereto, each, a “Lease”) There are no to which the Company or any of its Subsidiaries is party, and the street address of each parcel of real property which is leased by the Company or any of its Subsidiaries as lessee together with the identity of the lessee of such real property (all such real property being hereinafter collectively referred to as the “Leased Real Property Leases or Property”). Each identified lessee of any parcel of Leased Real Property as of the Closing Date except as set forth on Schedule 3.1(z). (ii) Except as set forth on Schedule 3.1(z), A. each Real Property Lease is binding has a valid and enforceable against leasehold interest under each Lease to which it is a party, free and clear of the parties thereto and is all Encumbrances, except for Permitted Encumbrances. All Leases are in full force and effect as effect, and neither the Company nor any of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour its Subsidiaries has received any written notice of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleased, licensed, default or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred whichthat, with the giving of notice or passage lapse of time, or both, would constitute a default by the identified lessee under any Lease, or would result in the creation of any Encumbrance, except for Permitted Encumbrances, thereunder or pursuant thereto. The Leased Real Property constitutes all of the real property used, leased or otherwise occupied by the Company and its Subsidiaries to operate its Business. To the Knowledge of the Company, there are no condemnation, eminent domain or compulsory purchase proceedings or claims pending or threatened with respect to any portion of the Leased Real Property. Prior to the date hereof, true, correct and complete copies of each Lease have been made available to the Purchaser. No Lease has been amended or modified except as set forth on Schedule 4.16 of the Sellers’ Disclosure Letter. Except as set forth on Schedule 4.16 of the Sellers’ Disclosure Letter, neither of the Company nor its Subsidiaries has subleased any of the Leased Real Property, and, to the Knowledge of the Company, there are no other Persons occupying or having any current or future right to occupy any part of the Leased Real Property during the term of each of the Leases. There are no leasing or other fees or commissions due in connection with any Lease or any renewal or extension or expansion of any Lease that will be binding on Purchaser or any of its Affiliates or Representatives after the Closing, and no understanding or agreement with any party exists as to payment of any leasing commissions or fees regarding future leases. No security or other deposits made by the Company or any Subsidiary under the lease; (3) no security deposit or portion thereof deposited with the landlord any Lease has been applied towards the obligations of such party in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant accordance with such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened security or other deposit is in the form of a letter of credit or any other form other than cash. No counterparty to any Lease has made a request for payment or performance by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior guarantor to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completedsuch Lease.

Leased Real Property. Section 2.1(d) of the Disclosure Schedule lists the term of the Acquired Leases and the rent payable thereunder. With respect to the Acquired Leases listed in Section 2.1(d) of the Disclosure Schedule: (i) There are no Real Property Leases or Leased Real Property as of the Closing Date except as set forth on Schedule 3.1(z). Section 2.1(d) of the Disclosure Schedule, none of the Acquired Leases have been modified; (ii) Except as set forth except for Permitted Liens and Subleases listed on Schedule 3.1(z), A. each Real Property Lease is binding and enforceable against each Section 2.1(d) of the parties thereto and is Disclosure Schedule, the Sellers have not assigned, subleased, transferred, conveyed, mortgaged, deeded in full force and effect as of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold trust, or encumbered any interest in favour of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleased, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property all or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred whichAcquired Lease or Store, with the giving of notice or passage of time, or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not nor entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rentlicense agreements, bonuses, concession agreements or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the similar agreements for use or occupancy of space in or at any Leased Real Property; G. of real property leased under such Acquired Leases; (iii) no Contractual Obligations (other than the Corporation Acquired Leases and the Acquired Contracts) shall exist that would give rise to a claim or Lien against a Store or the Office Space after the Closing Date; (iv) Sellers shall not be aware of, and have not received any notices of, environmental violations relating to the Stores; (v) neither of the Stores leased under the Acquired Leases have been operated nor maintained, and are not presently, in violation of applicable Laws in any manner that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (vi) the Sellers have received all requisite Government Authorizations approvals of governmental authorities (including licenses and permits) required in connection with the operation thereof and has operated in compliance with the terms of all Leased Real Property and such approvals except as would not reasonably be expected to have, individually or in the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Lawaggregate, a Material Adverse Effect; and H. (vii) there are no pending or threatened condemnation proceedings or actions relating to the knowledge of Simmax and property subject to the Corporation, Acquired Leases; (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (iiviii) the use of each Leased Real Property by Sellers have not given notice to any landlord under the Corporation is permitted by LawAcquired Leases waiving, exercising or indicating that they will or will not be exercising any extension or renewal option; and (iiiix) all leasehold improvements, rent concessions, free rents the Stores are presently supplied with utilities and similar inducements which are other services necessary for the responsibility operation of said Stores as operated in the landlord under any Ordinary Course of the Real Property Leases have been completedBusiness.

Leased Real Property. (i) There are no Real Property Leases or Leased Real Property as Schedule 3.11 contains an accurate and complete list and description of the Closing Date except material terms of all real property leases, subleases, and other occupancy agreements to which Optiant or any of its Subsidiaries is a party (as lessee or lessor) or holds an interest. Optiant or one of its Subsidiaries has valid leasehold interests in all leased real property described in each lease set forth on Schedule 3.1(z). 3.11 (ii) Except as or required to be set forth on Schedule 3.1(z3.11), A. each Real Property Lease is binding , free and enforceable against each clear of the parties thereto any and all Liens, except for Permitted Liens. Each lease set forth on Schedule 3.11 (or required to be set forth on Schedule 3.11) is in full force and effect as effect; all rents and additional rents due to date on each such lease have been paid; in each case, the lessee has been in peaceable possession since the commencement of the Closing Date; B. each Real Property Lease creates a valid original term of such lease and binding leasehold interest is not in favour default thereunder and no waiver, indulgence or postponement of the Corporationlessee’s obligations thereunder has been granted by the lessor; and there exists no default or event, in occurrence, condition or act (including the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment purchase of the leased premises is not being disturbed by any Person; (2Assets pursuant to this Agreement) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleased, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred whichthat, with the giving of notice or passage notice, the lapse of time, or boththe happening of any further event or condition, would constitute become a default under such lease. Neither Optiant nor any of its Subsidiaries has violated any of the terms or conditions under any such lease, and to the knowledge of Optiant, all of the covenants to be performed by any other party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the such lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any fully performed. No condemnation Proceeding is pending or, to the knowledge of Simmax and/or the CorporationOptiant, threatened, condemnation threatened that would preclude or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) impair the use of each Leased Real Property any such leased real property by Optiant or such Subsidiary for the Corporation purposes for which it is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completedcurrently used.

Leased Real Property. The Disclosure Schedule lists all material real property leased or subleased to any Business Subsidiary or included in the Acquired Assets or other interests in real property, used, owned or occupied by any Business Subsidiary (i) There are no Real Property Leases or the “Leased Real Property as Property”). The Sellers have made available to the Buyers complete and accurate copies of the Closing Date except leases and subleases (as set forth on Schedule 3.1(zamended to date) listed therein (the “Leases”).. With respect to each such Lease: (iia) Except as set forth on Schedule 3.1(z), A. each Real Property such Lease is a valid, binding and enforceable against each obligation of the parties thereto applicable Business Subsidiary or Seller, as the case may be, and each other party to such Lease, except for any failure to be valid, binding or enforceable that, individually or in the aggregate, is not reasonably likely to result in full force and effect as a Business Material Adverse Effect; (b) no Business Subsidiary, Seller or, to the knowledge of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the CorporationSellers, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleased, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any other party to the lease and Lease is in breach or default and, to the knowledge of the Sellers, no event has occurred which, with the giving of notice or passage lapse of time, time or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a material breach or default or permit termination, modification or acceleration thereunder; and all rent and other charges currently due and payable under the lease; Leases have been paid; (4c) each Business Subsidiary or Seller, as the case may be, is the holder of the lessee’s interest under the Leases, and no Person Business Subsidiary or Seller has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any contractual option or right to purchase or acquire the Corporation’s interest in the lease leasehold or subleasehold of the leasehold interest created thereby Lease; (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5d) the Corporation has not collaterally assigned or granted any other security interest except as provided in the lease or any interest therein; and (6) there are no abatements terms of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating applicable to any Leased Real Property or other matters adversely affecting Property, the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property is free from claims, liabilities, third-party rights, private rights to restrict the use of any property, rights of occupation, options, rights to acquire, rights of first refusal, financial obligations (including public financial obligations), Security Interests, public rights and public restrictions, except for any claims, liabilities, rights, options, obligations, Security Interests or restrictions that, individually or in the Corporation has aggregate, are not received notice that any reasonably likely to result in a Business Material Adverse Effect; and (e) the current use of the Leased Real Property has not been operated is authorized under the applicable law and maintained in accordance with applicable Law; regulations and H. to , where applicable, the knowledge provisions of Simmax and the Corporation, (i) each relevant Lease under which the Leased Real Property complies with all applicable Lawsis held, including all applicable zoning by-lawsexcept, building and fire codes and environmental lawsin each instance, (ii) for uses that, individually or in the use of each Leased Real Property by the Corporation is permitted by Lawaggregate, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completednot reasonably likely to result in a Business Material Adverse Effect.

Leased Real Property. (ia) There are no The Operate Real Property Estate Leases or Leased Real Property as of the Closing Date except as set forth on Schedule 3.1(z)Exhibit B comprise all leasehold interests in the Operate Premises. Seller has not pledged, encumbered or hypothecated its right, title or interest in any Operate Real Estate Lease or Operate Premises. Seller has provided Buyer with true and correct copies of each Operate Real Estate Lease and all amendments, addendums and attachments thereto. Upon obtaining the Required Lease Consents, Seller will transfer to Buyer Seller’s interest in the leasehold estates covered by the Operate Real Estate Leases free of any Encumbrance granted by Seller other than Permitted Encumbrances. Seller enjoys peaceful and undisturbed possession of all the Operate Premises, and Seller has in all material respects performed all the obligations with respect thereto required through the date of this Agreement to be performed by it. (iib) Except as set forth on Schedule 3.1(z), A. each Real Property Lease is binding and enforceable against each of the parties thereto and is in full force and effect as of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises Seller is not being disturbed by any Person; (2) there are no disputes with respect in, or, to the related knowledge of Seller, alleged to be in, material breach or default under any Operate Real Property Lease between landlord Estate Lease, and tenant; and (3) to the Corporation has not subleased, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect knowledge of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) Seller there is no default by any party to event that, but for the lease and no event has occurred which, with passage of time or the giving of notice or both would constitute or result in any such material breach or default. Seller has not declared any, and, to the knowledge of Seller, no third party to any Operate Real Estate Lease is alleged to be in, material breach or default of such Operate Real Estate Lease, and to the knowledge of Seller, there is no event that, but for the passage of time, time or both, the giving of notice or both would constitute a default or result in any such material breach or default. (c) None of the Operate Real Estate Leases are subject to any pending suit for condemnation or other taking by any party under Governmental Body, and, to the lease; knowledge of Seller, no such condemnation or other taking is threatened or contemplated. (3d) To the knowledge of Seller, no security deposit or portion thereof deposited with the landlord respect any Operate Real Estate Lease has been applied in respect of a breach or default under such Operate Real Estate Lease which has not been redeposited in full. (e) Seller does not, and will not in the lease; future, owe any brokerage commissions or finder’s fees with respect to any Operate Real Estate Lease. (4f) no Person Except for the Sublease Agreement between Seller and RX Artisans, Inc. dated October 1, 2007, covering premises in Wayzata, Minnesota, Seller has not subleased, licensed or otherwise granted any contractual option or third party the right to purchase use or acquire occupy any real property which is subject to any Operate Real Estate Lease (the Corporation“Leased Real Property”) or any portion thereof. (g) Seller’s interest improvements are and Seller has taken no action to cause any other part of the Leased Real Property not to be in compliance with all applicable building, zoning, subdivision, health and safety and other land use laws, including, without limitation, The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting the lease or Leased Real Property (collectively, the leasehold interest created thereby (including without limitation any right of first refusal“Real Property Laws”), and the Corporation current use or occupancy of the Real Property or operation of the Business thereon does not violate any Real Property Laws. Seller has not entered into received any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements notice of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect violation of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending orLaw and, to Seller’s knowledge, there is no basis for the knowledge issuance of Simmax and/or any such notice or the Corporationtaking of any action for such violation. To Seller’s knowledge, threatened, condemnation there is no pending or other proceedings relating to anticipated change in any Leased Real Property or other matters adversely affecting Law that will have a Material Adverse Effect on the lease, use or occupancy of any Leased Real Property;Property or any portion thereof in the continued operation of the Business. G. (h) All water, oil, gas, electrical, steam, compressed air, telecommunications, sewer, storm and waste water systems and other utility services or systems for the Corporation has received all requisite Government Authorizations required in connection with Leased Real Property have been installed and are operational and sufficient for the operation of the Business as currently conducted thereon, and all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. hook-up fees or other similar fees or charges due by Seller prior to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases date hereof have been completedpaid in full.

Leased Real Property. (i) There are no Schedule 4.11 sets forth an accurate and complete list of all Real Property Leases. Seller has provided Buyer with correct and complete copies of all Real Property Leases or and all amendments thereto. Seller is in peaceable possession of the Leased Real Property as of the Closing Date except as set forth on Schedule 3.1(z). (ii) Property. Except as set forth on in Schedule 3.1(z),4.2 or Schedule 4.11, with respect to each of the Real Property Leases: A. each (a) at Closing such Real Property Lease will be valid and binding upon Realty and, to the knowledge of Seller, enforceable against the other parties thereto in accordance with its terms; (b) none of the Seller Parties, Realty or the DSD Business is in breach of or default under such Real Property Lease and, except for breaches or defaults caused by the sale of the Purchased Assets to Buyer and Seller’s performance hereunder, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Real Property Lease, except where such breach or default would not, individually or in the aggregate, have a Material Adverse Effect; (c) none of the Seller Parties, Realty or the DSD Business owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to such Real Property Lease; (d) the other party to such Real Property Lease is binding and enforceable against each not an Affiliate of any of the parties thereto and is in full force and effect as Seller Parties; (e) none of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation Seller Parties or Realty has not subleased, licensed, licensed or otherwise granted any Person person or entity the right to use or occupy the such Leased Real Property or any portion thereof; D. in respect (f) none of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event Seller Parties or Realty has occurred which, with the giving of notice or passage of time, or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest Lien in the lease such Real Property Lease or any interest therein; and and (6g) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect knowledge of Seller, no other party to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution is in breach thereof or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completeddefault thereunder.

Leased Real Property. Section 3.14(b) of the Disclosure Schedule sets forth a complete list of all leases (iincluding all amendments, extensions, renewals, and guaranties) There are no and other agreements (including the property address, date, title and parties thereto) under which Real Property Leases is leased, subleased, licensed, sublicensed or otherwise occupied by any of the Acquired Companies and is used or held for use in the operation of the Business (the “Leased Real Property as Property”). The Seller has delivered to the Purchaser complete copies of all such leases, including any amendments, modifications or terminations thereto and thereof and in the case of any oral lease, a written summary of the Closing Date except as set forth on Schedule 3.1(z). (ii) Except as set forth on Schedule 3.1(z), A. each Real Property Lease is binding material terms of such lease. All of such leases and enforceable against each of the parties thereto and is agreements are in full force and effect as of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleased, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party of the Acquired Companies or, to the lease and Knowledge of the Seller, by any other third party thereunder, and, to the Knowledge of the Seller, no event has occurred which, with the giving of notice or passage notice, lapse of time, time or both, would constitute be a default by thereunder, and no default under any party under such lease or agreement will occur as a result of the leasetransactions contemplated hereby nor will the transactions contemplated hereby cause any lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing. Each of the Acquired Companies enjoys peaceful and undisturbed possession of all such Leased Real Property. There is no condemnation, expropriation or other Action in eminent domain, pending or, to the Knowledge of the Seller, threatened, affecting any parcel of the Leased Real Property or any portion thereof or interest therein. In addition, (i) such leases and agreements are at present and, on the date of the Closing shall be legal, valid, binding, enforceable and in full force and effect unless any such lease shall have expired in accordance with its terms (and not as a result of any termination or other acceleration of the stated expiration date thereof); (3ii) to the Knowledge of the Seller, there are no setoffs, counterclaims or disputes existing or asserted with respect to any such leases; (iii) no security deposit Acquired Company has made any agreement with any landlord or portion thereof deposited with sublessor under any such lease for any deduction from or increase to the landlord has been applied in respect of a breach rents or default under the leaseother amounts payable thereunder; (4iv) no Person has any contractual option or right the other party to purchase or acquire the Corporation’s interest in the such lease or the leasehold interest created thereby (including without limitation any right of first refusal)is not an Affiliate of, and otherwise does not have any economic interest in, the Corporation has not entered into Seller or any agreement to grant such an option or right to do soof the Acquired Companies; (5v) neither Seller or its Affiliates (to the Corporation extent Related to the Business) nor any of the Acquired Companies has not collaterally assigned or granted any other security interest in the any lease or any interest therein; and (6vi) except for the leases identified in Section 3.14(b) of the Disclosure Schedule, there are no abatements of rentoccupancy rights, bonuses, subleases or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely licenses affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completed.

Leased Real Property. Section 4.9(b) of the Disclosure Schedule sets forth a list, which is correct and complete in all material respects, of all of the leases and subleases (the “Company Leases”) and each leased and subleased parcel of real property in which the Acquired Companies are a tenant, subtenant, landlord or sublandlord as of the date of this Agreement (collectively, the “Company Leased Real Property”), and for each Company Lease indicates: (i) There are no Real Property Leases whether or not the consent of and/or notice to the landlord thereunder will be required in connection with the transactions contemplated by this Agreement; (ii) its term and any options to extend the term; (iii) the current rent payable (including all occupancy costs other than utilities); and (iv) the current amount of security deposit held by the landlord under each such Company Lease. Each of the Acquired Companies holds a valid and existing leasehold or subleasehold interest or landlord or sublandlord interest (as applicable) in the Company Leased Real Property as under each of the Closing Date except as set forth on Schedule 3.1(z). (iiCompany Leases listed in Section 4.9(b) of the Disclosure Schedule. Sellers have made available to Buyer true, correct and complete copies of each of the Company Leases, including, without limitation, all amendments, modifications, side agreements, consents, subordination agreements and guarantees executed or otherwise in force with respect to any Company Lease. Except as set forth on Schedule 3.1(z), A. in Section 4.9(b) of the Disclosure Schedule, with respect to each Real Property Company Lease: (i) to the Knowledge of Sellers and the Acquired Companies, the Company Lease is binding legal, valid, binding, enforceable and enforceable against each of the parties thereto and is in full force and effect as of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Personeffect; (2ii) there are no disputes with respect neither the Acquired Companies nor, to the related Real Property Lease between landlord Knowledge of Sellers and tenant; and (3) the Corporation has not subleasedAcquired Companies, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any other party to the lease Company Lease, is in any material respect in breach or default under the Company Lease, and no event has occurred whichthat, with the giving of notice or passage lapse of time, or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default in any material respect by the Acquired Companies or permit termination, modification or acceleration under the leaseCompany Lease by any other party thereto; (4iii) other than the execution of this Agreement by Sellers, no Person event has any contractual option occurred that would constitute or right permit termination, modification or acceleration of the Company Lease or trigger liquidated damages; (iv) the Acquired Companies have performed and will continue to purchase or acquire perform all of their respective obligations under the Corporation’s interest in Company Lease; (v) each of the lease or Acquired Companies has not, and, to the leasehold interest created thereby (including without limitation any right Knowledge of first refusal), Sellers and the Corporation has not entered into Acquired Companies, no third party has, repudiated any agreement to grant such an option or right to do soprovision of the Company Lease; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6vi) there are no abatements of rentdisputes, bonuses, oral agreements or other inducements provided forbearance programs in effect as to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Company Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating would be material to any Leased Real Property or other matters adversely affecting of the use or occupancy of any Leased Real Property; G. Acquired Companies; (vii) the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property Company Lease has not been operated and maintained modified in accordance with applicable Law; and H. any respect, except to the knowledge extent that such modifications are set forth in the documents previously made available to Buyer and set forth on Section 4.9(b) of Simmax the Disclosure Schedule; and the Corporation, (iviii) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under Acquired Companies has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any of interest in the Real Property Leases have been completedCompany Lease.

Leased Real Property. All of the real property leased by -------------------- ARC, as tenant or lessee, is identified on Schedule 2.6(b) hereto --------------- (collectively referred to herein as the "Leased Real Property"). The Sellers hereby make the following representations and warranties with respect to the Leased Real Property: (i) There are no Real Property Leases or ARC holds a good, clear, marketable, valid and enforceable leasehold interest in the Leased Real Property as of the Closing Date except as set forth on Schedule 3.1(z).Property; (ii) Except as set forth on Schedule 3.1(z),None of the Sellers is aware of any material defects in the physical condition of any improvements constituting a part of the Leased Real Property, including, without limitation, structural elements, mechanical systems, roofs or parking and loading areas, and to the knowledge of the Sellers, all of such improvements are in reasonable operating condition and repair, have been maintained in accordance with past practice and are free from material infestation by rodents or insects; A. each (iii) The copies of the lease for the Leased Real Property (the "Lease") delivered by ARC to Buyer pursuant to this Agreement is complete, accurate, true and correct; (iv) The Lease is binding and enforceable against each of the parties thereto and is in full force and effect as and has not been modified, amended, or altered, in writing or otherwise; (v) All obligations of the Closing Datelandlord or lessor under the Lease which have accrued have been performed, and to the best of the knowledge of the Sellers, no landlord or lessor is in default under the Lease; B. each Real Property Lease creates a valid and binding leasehold interest in favour (vi) All obligations of the CorporationARC under the Lease which have accrued have been performed, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises ARC is not being disturbed by any Person; (2) there are no disputes with respect to in default under the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleasedLease, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred circumstance presently exists which, with the giving of notice or the passage of time, or both, would give rise to a default by ARC; and (vii) ARC will not have obtained prior to the Closing the consent of the landlord or lessor under the Lease, and the failure to obtain such consent shall not constitute a default by any party under hereunder. On or before the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied Closing Date, ARC will have notified in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of writing the landlord under any of the Real Property Leases have been completedLease that the Lease is being assigned to Buyer hereunder.

Leased Real Property. (a) The Company does not have any interest in any real property in fee simple or otherwise other than the Leased Real Property. (b) Schedule 4.8(b) sets forth the address of each parcel of Leased Real Property, and a true and complete list of all Leases for each such Leased Real Property. The Company has delivered to the Buyer a true and complete copy of all Leases. Except as set forth in Schedule 4.8(b), with respect to each of the Leases: (i) There are no Real Property Leases or Leased Real Property as of such Lease is legal, valid and binding on the Closing Date Company and in full force and effect, except as set forth enforceability may be limited by bankruptcy, insolvency or other laws affecting creditor’s rights generally and limitations on Schedule 3.1(z).the availability of equitable remedies; (ii) Except as set forth on Schedule 3.1(z), A. each Real Property the transactions contemplated pursuant to this Agreement do not require the consent of any other party to such Lease, will not result in a breach of or default under such Lease, and will not otherwise cause such Lease is binding to cease to be legal, valid, binding, enforceable and enforceable against each of the parties thereto and is in full force and effect on identical terms following the Closing, except as enforceability may be limited by bankruptcy, insolvency or other laws affecting creditor’s rights generally and limitations on the availability of the Closing Dateequitable remedies; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1iii) the CorporationCompany’s possession and quiet enjoyment of the leased premises is rights and benefits granted to the Company under such Lease have not being been disturbed by in any Person; (2) material respect and there are no known disputes with respect to the related Real Property Lease between landlord and tenant; and such Lease; (3iv) the Corporation Company, nor to the Company’s and the Sellers’ Knowledge, any other party to any Lease is in material breach or default under such Lease, and, to the Company’s and the Sellers’ Knowledge, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a material breach or default, or permit the termination, modification or acceleration of payments due under such Lease; (v) to the Company’s and the Sellers’ Knowledge, no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) none of the other parties to such Lease is an Affiliate of, or otherwise has any economic interest in, the Company, (vii) the Company has not subleased, licensed, licensed or otherwise granted any Person the right to use or occupy the such Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred which, with the giving of notice or passage of time, or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5viii) the Corporation Company has not collaterally assigned or granted any other security interest in the lease such Lease or any interest therein; and and (6ix) there are no abatements of rent, bonuses, Liens on the Company’s estate or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received interest created by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completedLease.

Leased Real Property. (a) Section 4.5(a) of the Transferors Disclosure Schedules, as of the date hereof, contains a list of all real property leases to which any Transferor is a party (the “Real Property Leases,” and the real property subject to the Real Property Leases, the “Leased Real Property”). The Leased Real Property constitutes all of the real property used or held for use in connection with the Property Management Business. Each Transferor, as applicable, holds the leasehold interests in the Leased Real Property free and clear of all liens and encumbrances. No Transferor owns any real property used in the Property Management Business. (b) The Transferors have delivered to American a true and complete copy of each Real Property Lease. With respect to each Real Property Lease: (i) There are no such Real Property Leases or Leased Real Property as of the Closing Date except as set forth on Schedule 3.1(z).Lease is valid, binding, enforceable and in full force and effect; (ii) Except as set forth on Schedule 3.1(z), A. the applicable Transferor to each Real Property Lease has not received written notice that such Transferor is binding in breach or default, in any material respect, under such Real Property Lease, and enforceable against each to the Knowledge of the parties thereto and is Transferors, no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default by the applicable Transferor, in full force and effect as any material respect, of the Closing Datesuch Real Property Lease; B. (iii) the applicable Transferor to each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: has (1y) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleased, licensed, assigned or otherwise granted to any Person the right to use or occupy the such Leased Real Property or any portion thereof, except any sublease or right to use space granted to Inland American Business Manager & Advisor, Inc. and any space to which Inland American Management, L.L.C. has subleased and (z) not granted to any Person any outstanding options or rights of first refusal to purchase any Leased Real Property or any portion thereof or interest therein; D. in respect of (iv) the applicable Transferor to each Real Property Lease: Lease has not pledged, mortgaged or otherwise granted an encumbrance on its leasehold interest in any Leased Real Property; and (1v) all payments due material improvements required by the Corporation as at the Closing Time terms of one or more Real Property Leases to be made by a landlord have been paid completed in full; (2) there is no default by any party to the lease and no event has occurred which, with the giving of notice or passage of time, or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), all material respects and the Corporation tenant thereunder is satisfied with such improvements. (c) No Transferor has not entered into received written notice of (i) any agreement to grant such an option or right to do so; material violations of building codes and/or zoning ordinances affecting the Leased Real Property, (5ii) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rentexisting, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge Knowledge of Simmax and/or the CorporationTransferors, threatened, threatened condemnation or other proceedings relating to any affecting the Leased Real Property or (iii) existing, pending or, to the Knowledge of the applicable Transferor, threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affecting affect the use or occupancy of any ability to operate the Leased Real Property; G. , in any material respect, as currently operated. Neither the Corporation has received all requisite Government Authorizations required in connection with the operation whole nor any material portion of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained damaged or destroyed by fire or other casualty which has affected, in accordance with applicable Law; and H. to any material respect, the knowledge use or operation of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completedProperty.

Leased Real Property. (i) There are no Real Property Leases or Leased Real Property as Schedule 3.11 contains an accurate and complete list and description of the Closing Date except material terms of all real property leases, subleases, and other occupancy agreements to which DMI or any of its Subsidiaries is a party (as lessee or lessor) or holds an interest. DMI or one of its Subsidiaries has valid leasehold interests in all leased real property described in each lease set forth on Schedule 3.1(z). 3.11 (ii) Except as or required to be set forth on Schedule 3.1(z3.11), A. each Real Property Lease is binding , free and enforceable against each clear of the parties thereto any and all Liens, except for Permitted Liens. Each lease set forth on Schedule 3.11 (or required to be set forth on Schedule 3.11) is in full force and effect as effect; all rents and additional rents due to date on each such lease have been paid; in each case, the lessee has been in peaceable possession since the commencement of the Closing Date; B. each Real Property Lease creates a valid original term of such lease and binding leasehold interest is not in favour default thereunder and no waiver, indulgence or postponement of the Corporationlessee’s obligations thereunder has been granted by the lessor; and there exists no default or event, in occurrence, condition or act (including the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment purchase of the leased premises is not being disturbed by any Person; (2Assets pursuant to this Agreement) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleased, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred whichthat, with the giving of notice or passage notice, the lapse of time, or boththe happening of any further event or condition, would constitute become a default by under such lease. Neither DMI nor any party of its Subsidiaries has violated any of the terms or conditions under the any such lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or DMI, all of the Corporationcovenants to be performed by any other party under any such lease have been fully performed. No condemnation Proceeding is pending, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the CorporationDMI, (i) each Leased Real Property complies with all applicable Lawsthreatened, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) that would preclude or impair the use of each Leased Real Property any such leased real property by DMI or such Subsidiary for the Corporation purposes for which it is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completedcurrently used.

Leased Real Property. (iSchedule 4.11(b) There are no Real Property Leases or sets forth the address of each Leased Real Property as and a true and complete list of the Closing Date except as set forth on Schedule 3.1(z). (ii) all Leases for each Leased Real Property. Except as set forth on in Schedule 3.1(z4.11(b), A. each Real Property Lease is binding and enforceable against , neither the Company nor its Subsidiary leases, subleased, licenses or occupies any real property not owned by the Company or its Subsidiary. Except as set forth in Schedule 4.11(b), with respect to each of the parties thereto and is in full force and effect as of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporation, in the subject Leased Real Property; C. in respect of Leases for each Leased Real Property: (1i) the CorporationCompany or its Subsidiary has a valid leasehold interest in the Leased Real Property to which such Lease applies; (ii) such Lease is legal, valid, binding and enforceable in accordance with its terms and in full force and effect and has not been modified; (iii) the transactions contemplated hereby do not require the consent of any other party to such Lease and will not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iv) neither the Company nor its Subsidiary nor, to the Knowledge of the Shareholders, any other party to such Lease is in breach or default under such Lease and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default or permit the termination, modification or acceleration of rent under such Lease; (v) the Company’s or its Subsidiary’s possession and quiet enjoyment of the leased premises is Leased Real Property to which such Lease applies has not being been disturbed by any Person; (2) and there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleased, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property such Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred which, with the giving of notice or passage of time, or both, would constitute a default by any party under the lease; (3vi) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the leasesuch Lease that has not been redeposited in full; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5vii) the Corporation other party to such Lease is not in any way affiliated with either the Company or its Subsidiary; and (viii) neither the Company nor its Subsidiary has not collaterally assigned or granted any other security interest in the lease such Lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completed.

Leased Real Property. (iSection 3.15(b) There are no Real Property Leases or Leased Real Property of the Company Disclosure Letter contains a true, correct and complete list, as of the Closing Date except as set forth on Schedule 3.1(z). (ii) Except as set forth on Schedule 3.1(z), A. each Real Property Lease is binding and enforceable against each date of this Agreement, of all of the parties thereto and is in full force and effect as existing leases, subleases, licenses or other agreements pursuant to which the Company or any of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleased, licensedits Subsidiaries uses or occupies, or otherwise granted any Person has the right to use or occupy occupy, any real property for which annual base rent exceeds $1,000,000 (such property, the “Leased Real Property,” and each such lease, sublease, license or other agreement, a “Lease”). With respect to each Lease and except as have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (ii) there are no liens (other than Permitted Liens) on the estate or interest created by such Lease. The Company or one of its Subsidiaries has valid leasehold estates in the Leased Real Property Property, free and clear of all liens (other than Permitted Liens). To the Knowledge of the Company, (i) neither the Company nor any of its Subsidiaries is in material breach of or default pursuant to any portion thereof; D. in respect of each Real Property Lease: , (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2ii) there is no default by not under any party to the lease and no Lease any condition or event has occurred whichthat, with the giving of notice or passage lapse of time, or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect provisions of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by LawLease, and (iii) all leasehold improvementsexcept as have not had, rent concessionsand would not reasonably be expected to have, free rents individually or in the aggregate, a Company Material Adverse Effect, there are no disputes (e.g., with respect to pass through expenses and similar inducements which are the responsibility reconciliations thereof) with respect to any Lease. Except as set forth on Section 3.15(b) of the landlord under Company Disclosure Letter, there are no subleases, licenses or similar agreements (each, a “Sublease”) granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy the Owned Real Property Leases have been completedor the Leased Real Property for which annual base rent exceeds $1,000,000.

Leased Real Property. (a) Schedule 1.1-3 sets forth the street address of each Leased Real Property facility of Seller. True, correct and complete copies of each such lease, license or other agreement creating rights of an Acquired Company in the Leased Real Property and all amendments and extensions thereto have been made available to Purchaser. With respect to each of the Acquired Leases, (i) There are no Real Property Leases or Leased Real Property as of the Closing Date except as set forth on Schedule 3.1(z). (ii) Except as set forth on Schedule 3.1(z), A. each Real Property such Acquired Lease is legal, valid, binding and enforceable by and against the Acquired Company party thereto, subject in each case to the Remedies Exception, may be subject to the discretion of the parties thereto court before which any proceeding may be brought, and is in full force and effect and has not been materially modified (except to the extent made available to Purchaser); (ii) except as set forth in Section 4.9(a) of the Closing Date; B. each Real Property Lease creates Disclosure Schedule, the Transactions do not require the consent of any other party, the absence of which would result in a valid breach of or constitute a default under such Acquired Lease, (iii) no Acquired Company, nor to the Knowledge of Seller, any other party to such Acquired Lease, is in material breach or default under any such Acquired Lease, and, to Seller’s Knowledge, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a material breach or default, or permit the termination, modification or acceleration of rent under such Acquired Lease, and binding leasehold interest in favour of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2iv) there are no disputes letters of credit or guarantees with respect to the related Leased Real Property Lease between landlord and tenantProperty. (b) With respect to the Leased Real Property, (i) under the Acquired Leases, no material portion of any security deposit or portion thereof deposited has been applied in respect of a breach or default thereunder which has not been replenished in full; and (3ii) with the Corporation exception of the Acquired Leases, Seller has not subleased, licensed, licensed or otherwise granted any Person the right to use or occupy the any Leased Real Property (or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full); (2iii) there is no default by any party to the lease and no event has occurred which, with the giving of notice or passage of time, or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation Seller has not collaterally assigned or granted any other security interest in the lease any Acquired Lease (or any interest therein); and (6iv) there are no abatements of rentLiens on the estate or interest created by such Acquired Leases, bonusesother than Permitted Liens; and (v) no Action relating to any Acquired Leases, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any is pending or, to Seller’s Knowledge, threatened in writing. (c) True, correct, and complete copies of each Contract in which an Acquired Company is the landlord related to Owned Real Property have been made available to Purchaser (“Tenant Leases”). Except as set forth in Section 4.9(c) of the Disclosure Schedule, (i) the Transactions do not require the consent of any Third Party to such Tenant Lease and will not result in a breach of or constitute a default under such Tenant Lease, and (ii) no Acquired Company, nor to the knowledge of Simmax and/or Seller any other party to such Tenant Lease, is in material breach or default under any such Tenant Lease, and no event has occurred or circumstance exists which, with the Corporationdelivery of notice, threatenedthe passage of time or both, condemnation would constitute such a material breach or other proceedings relating default, or permit the termination, modification or acceleration of rent under such Acquired Lease. (d) With respect to the Leased Real Property, (i) with the exception of the Acquired Leases and as set forth in Section 4.9(d) of the Disclosure Schedule, no Acquired Company has subleased, licensed or otherwise granted any Person the right to use or occupy any Leased Real Property (or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Lawportion thereof); and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and no Acquired Company has collaterally assigned or granted any other security interest in any Acquired Lease (or any interest therein); (iii) all leasehold improvementsthere are no Liens on the estate or interest created by such Acquired Leases, rent concessionsother than Permitted Liens; and (iv) no Action relating to any Acquired Leases, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completedis pending or, to Seller’s Knowledge, threatened in writing.

Leased Real Property. (ia) There are no Real Property Leases or Schedule 4.20(a) sets forth an accurate and complete list of each Facility, including the name, physical address and brief description of each Facility, and the correct legal name of the owner of such Facility. (b) Schedule 4.20(b) sets forth an accurate and complete list of the physical addresses of all of the Leased Real Property as and identifies each Tenant Lease under which such Leased Real Property is occupied or used by a Seller, including the date of and legal name of each of the Closing Date except as set forth on Schedule 3.1(z). (ii) parties to such Tenant Lease, any security deposit of a Seller held under such Tenant Lease and any Approval required to assign such Tenant Lease to Buyer. Except as set forth on Schedule 3.1(z4.20(b), A. each , with respect to such Leased Real Property Property: (i) the applicable Tenant Lease is legal, valid, binding and in full force and effect; (ii) the assignment of such Tenant Lease will not require the consent of any other party to such Tenant Lease, will not result in a breach of or default under such Tenant Lease, and will not otherwise cause such Tenant Lease to cease to be legal, valid, binding, enforceable against each of the parties thereto and is in full force and effect as of on identical terms following the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any PersonEffective Time; (2iii) there are no ongoing disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleased, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property such Tenant Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2iv) there is no default by Seller, Seller Affiliate, nor any other party to the lease such Tenant Lease is in breach or default under such Tenant Lease, and no event has occurred whichor circumstance exists that, with the giving delivery of notice or notice, the passage of time, time or both, would constitute such a default by any party breach or default, or permit the termination, modification or acceleration of rent under the leasesuch Tenant Lease; (3v) no security deposit or portion thereof deposited with the landlord respect to such Tenant Lease has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation such Tenant Lease that has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest been re-deposited in the lease or any interest thereinfull; and (6vi) there are no abatements Encumbrances on the estate or interest created by such Tenant Lease other than Permitted Encumbrances. Sellers hold, and at the Closing Sellers will assign to Buyer, valid leasehold title to all of rentthe Leased Real Property (other than the MPT Real Property, bonuses, or other inducements provided which will be subject to the Corporation New MPT Leases), free and clear of all Encumbrances other than Permitted Encumbrances. In connection with the MPT Real Property (1) Sellers shall not consent to or approve (to the extent it has the right to consent or approve) and shall use commercially reasonable efforts to cause MPT not to make any alteration or Encumbrance to the title of the MPT Real Property between the date of this Agreement and the Closing Date, except for the lease of such MPT Real Property as contemplated by the New MPT Leases, and (2) upon execution of the Existing MPT Lease Termination Agreements, MPT shall have expressly released all claims with respect to the lease;MPT Real Property that could impact Buyer’s use of, or conduct or operations of the Business at, the Facilities located on such MPT Real Property. E. (c) Schedule 4.20(c) sets forth an accurate and complete list and rent roll of all existing Third-Party Leases, including the following information with respect to each: (i) the physical address and premises covered; (ii) the effective date and any amendments thereto; (iii) the legal name of the tenant, licensee or occupant; (iv) its term; (v) the rents and other charges payable thereunder; (vi) the rents or other charges in arrears or prepaid thereunder, if any, and the period for which any such rents and other charges are in arrears or have been prepaid; (vii) the nature and amount of the security deposits thereunder, if any; (viii) any options to renew or extend such Third-Party Lease; (ix) any free rent, concessions, abatements, allowances, rebates or refunds to which the tenant, licensee or occupant may be or may have been entitled; (x) the status of any tenant improvements to be performed by any Seller or the tenant, subtenant, licensee or occupant; and (xi) the nature and amount of any commissions payable with respect thereto. (d) Except as set forth on Schedule 4.20(d), with respect to each Third-Party Lease: (i) the Third-Party Lease is legal, valid, binding and in full force and effect; (ii) the execution, delivery and performance by Sellers of this Agreement, and the consummation of the Contemplated Transactions, do not or shall not (as the case may be) require the consent of any other party to such Third-Party Lease, will not result in a breach of or default under such Third-Party Lease, and will not otherwise cause such Third-Party Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) there are no notices material ongoing disputes with respect to such Third-Party Lease; (iv) no Seller nor any other party to such Third-Party Lease is in breach or default under such Third-Party Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, relocation or termination have permit the termination, modification or acceleration of rent under such Third-Party Lease; (v) no security deposit or portion thereof deposited with respect to such Third-Party Lease has been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or applied in respect of a breach or default under such Third-Party Lease that has not been re-deposited in full; and (vi) as of Closing, there will be no Encumbrances on the estate or interest created by such Tenant Lease other than Permitted Encumbrances. (e) Sellers have made available to Buyer accurate and complete copies of the Tenant Leases and the Third-Party Leases (except for the Existing MPT Leases), in each case, as amended or otherwise modified and in effect, together with all extension notices related thereto. (f) Sellers have not received written notice from any Real Property Lease Governmental Authority of, and no such notices have been threatened by any party thereto; F. the Corporation has there is not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are : (i) any pending or, to the knowledge Knowledge of Simmax and/or the CorporationSellers, threatened, condemnation Proceedings affecting the Leased Real Property or other proceedings any part thereof; (ii) any violation of any Laws (including zoning and land use ordinances, building codes and similar requirements) with respect to the Leased Real Property or any part thereof, which have not heretofore been cured; or (iii) any pending or, to the Knowledge of Sellers, threatened, injunction, decree, Order, writ or judgment outstanding, nor any claims, litigation, administrative actions or similar Proceedings against any Seller, any Seller Affiliate, or any Leased Real Property relating to the ownership, lease, use or occupancy of such Leased Real Property or any portion thereof which is reasonably likely to result in a material change in the condition of any Leased Real Property or other matters adversely any part thereof or in any material respect prevent or limit the present operation of the improvements on the Leased Real Property or any part thereof. (g) Except as set forth on Schedule 4.20(g), as of the Closing Date, there will be no incomplete construction projects affecting the use Leased Real Property and all completed construction projects will be fully paid for. (h) To the Knowledge of Sellers, there is no pending or occupancy contemplated special assessment or reassessment of any parcel included in the Leased Real Property that would result in a material increase in the real property Taxes or in the rent, additional rent or other sums and charges payable by any Seller or Seller Affiliate under the Tenant Leases. (i) No brokerage or leasing commissions or other compensation are due or payable by any Seller or Seller Affiliate to any Person, firm, corporation or other entity with respect to, or on account of, any Tenant Lease, any Third-Party Lease or any extensions or renewals thereof. (j) Except as set forth on Schedule 4.20(j), Sellers have not received any written notice that the improvements which are a part of the Leased Real Property;, as designed and constructed, do not comply with all Laws applicable thereto, including the Americans with Disabilities Act, as amended, and Section 504 of the Rehabilitation Act of 1973. G. (k) The existing water, sewer, gas and electricity lines, storm sewer and other utility systems on the Corporation has received all requisite Government Authorizations required in connection with Leased Real Property are adequate to serve the operation utility needs of all the Leased Real Property and the Corporation has not received notice that any Business as currently operated. (l) The Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with comprises all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of real property leased by Sellers in connection with the Real Property Leases have been completedBusiness.

Leased Real Property. (i) There are no Real Property Leases or Leased Real Property as of the Closing Date except as set forth on Schedule 3.1(z). (ii) Except as set forth on Schedule 3.1(z), A. 3.1.11(a) of the Sellers’ Disclosure Schedule, the only real property leased by Sellers in connection with the Business is the Leased Property. Xxxxxx’x or Sellers have made available to Purchaser a true and correct copy of each Real Property Lease and all amendments, extensions, guaranties and other agreements related thereto. There are no oral Contracts pursuant to which any Seller holds a leasehold or subleasehold estate in, or are granted the right to use or occupy, any land, buildings, structures, improvements, fixtures or other interest in real property which is used or intended to be used in the Business. Each Lease is binding legal, valid, binding, enforceable and enforceable against each of the parties thereto and is in full force and effect and has not been assigned, modified, supplemented or amended except as has been previously provided to Purchaser. Except as set forth in Schedule 3.1.11(a), with respect to each of the Closing Date;Leases: B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1i) the CorporationSeller’s possession and quiet enjoyment of the leased premises is Leased Property under such Lease has not being disturbed by any Person; (2) been disturbed, and to Seller’s Knowledge, there are no disputes with respect to such Lease; (ii) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (iii) Seller does not, and will not in the related Real Property Lease between landlord and tenantfuture, owe any brokerage commissions or finder’s fees with respect to such Lease; and (3iv) the Corporation Seller has not subleased, licensed, licensed or otherwise granted any Person the right to use or occupy the such Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2v) there is no default by any party to the lease and no event has occurred which, with the giving of notice or passage of time, or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation Seller has not collaterally assigned or granted any other security interest in the lease such Lease or any interest therein; and (6vi) there are no abatements of rent, bonuses, liens or other inducements provided to encumbrances on the Corporation with respect to the lease; E. no notices of default, relocation estate or termination have been given or received interest created by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completedLease.

Leased Real Property. Schedule 2.16(b) sets forth all leases pursuant to which real property is leased by the Company or TAC (i) There are no Real Property Leases as lessee), true and correct copies of which have been delivered, or Leased Real Property as made available, to Xxxxxx. Each of the Closing Date except Company or TAC, as set forth on Schedule 3.1(zapplicable, has good and valid leasehold title to, and enjoys peaceful and undisturbed possession of, all real leased property described in such leases (the “TAC Leased Property”). (ii) , to which it is a party free and clear of any and all Liens other than any Permitted Liens which would not permit the termination of the lease therefor by the lessor. Except as set forth on Schedule 3.1(z2.16(b), A. , with respect to each Real Property Lease is binding and enforceable against each such parcel of the parties thereto and is in full force and effect as of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the CorporationTAC Leased Property, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2i) there are no disputes with respect pending or, to the related Real Knowledge of the Company, threatened suits, actions, litigation (including, without limitation condemnation proceedings or any other matter affecting the current or currently proposed use, occupancy or value) relating to such TAC Leased Property Lease between landlord and tenant; and or any portion thereof, (3ii) none of the Corporation Company or TAC, or, to the Knowledge of the Company, any third party has not subleasedentered into any sublease, licensedlicense, option, right, concession or otherwise granted other agreement or arrangement, written or oral, granting to any Person person the right to use or occupy the such TAC Leased Real Property or any portion thereof; D. in respect thereof or interest therein (except for such parties whose possession or use of each Real such TAC Leased Property Lease: (1) all payments due by could not reasonably be expected to impede the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party Company’s or TAC’s ability to the lease and no event has occurred which, with the giving of notice or passage of time, or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any transfer such TAC Leased Real Property; G. Property as the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (iCompany or TAC wishes) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvementsneither the Company nor TAC has received written notice of any pending or threatened special assessment relating to such TAC Leased Property and, rent concessions, free rents and similar inducements which are to the responsibility Knowledge of the landlord under any Company, there is no pending or threatened special assessment relating thereto. Each TAC Leased Property is supplied with utilities sufficient for the operation of the Real such TAC Leased Property Leases have been completedand abuts on or has direct, permanent vehicular access to a public road.

Leased Real Property. (ia) There are no Real Property Leases or Leased Real Property Schedule 3.17(a) of the Sellers’ Disclosure Letter attached hereto sets forth, as of the Closing Date except date hereof, the street address of each parcel of real property which is leased by any Cliffstar Company as lessee together with the identity of the Cliffstar Company that is the lessee of such real property (all such real property to the extent set forth on Schedule 3.1(z). (ii) Except as set forth on Schedule 3.1(z), A. each Real Property Lease is binding and enforceable against each of the parties thereto and is in full force and effect as of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporation, in the subject applicable real property lease, collectively, the “Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleased, licensed, or otherwise granted any Person the right to use or occupy ”). Each lease for the Leased Real Property or any portion thereof; D. in respect of each is referred to herein as a “Real Property Lease: (1) all payments due by .” Each Cliffstar Company that is identified as being the Corporation as at the Closing Time have been paid in full; (2) there is no default by lessee of any party parcel of Leased Real Property has, to the lease knowledge of the Cliffstar Companies, a valid and enforceable leasehold interest under each of the leases for the Leased Real Property and the Cliffstar Companies have not received any written notice of any default and, to the knowledge of the Cliffstar Companies, no event has occurred whichthat, with the giving of notice or passage lapse of time, or both, would constitute a material default by the Cliffstar Company that is the lessee of any party such Leased Real Property. To the knowledge of the Cliffstar Companies, no lessor under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has notis in material default thereunder, nor had has any Subsidiaryevent occurred that, prior with notice or lapse of time, or both, would constitute a material default by the lessor thereunder. Prior to dissolution or wind-up, received notice that there are any pending orthe date hereof, to the knowledge of Simmax and/or the CorporationCliffstar Companies, threatenedtrue, condemnation or other proceedings relating correct and complete copies of each Real Property Lease, including all amendments and modifications with respect thereto, and any material documents to which the applicable Cliffstar Company is a party with respect to any Leased Real Property (i.e., a subordination, non-disturbance and attornment agreement with any mortgagee of a Leased Real Property) have been made available to Purchaser. (b) Other than as set forth on Schedule 3.17(b) of the Sellers’ Disclosure Letter, the lessor under the lease with respect to Leased Real Property is not an Affiliate of Seller. (c) Other than as set forth on Schedule 3.17(c) of the Sellers’ Disclosure Letter, no Cliffstar Company has subleased, assigned or other matters adversely affecting otherwise granted to any Person the right to use or occupancy occupy any Leased Real Property or any portion thereof. (d) Other than as set forth on Schedule 3.17(d) of the Sellers’ Disclosure Letter, no Cliffstar Company has pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property which will not otherwise be released in connection with the Closing. (e) Other than as set forth on Schedule 3.17(e) of the Seller’s Disclosure Letter, no Cliffstar Company is a party to a brokerage or commission agreement in connection with any Real Property Lease, or any sublease of any Leased Real Property; G. , and there is no commission payable by the Corporation has received all requisite Government Authorizations required Cliffstar Company in connection with the operation current term of all Leased the applicable Real Property and the Corporation Lease or sublease (which has not received notice that any Leased Real Property has not yet been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completedpaid).

Leased Real Property. Set forth on Schedule 5.20(b) is a true and complete list and brief description of all Leased Real Property. With respect to the Leased Real Property: (i) There are no Real Property Leases or Leased Real Property as the Company has delivered to Buyer correct and complete copies of the Closing Date except as set forth on Schedule 3.1(z)Leases. (ii) Except as set forth on Schedule 3.1(z), A. each Real Property Lease is binding and enforceable against each of the parties thereto and is Leases are in full force and effect as effect, and (A) neither the Company nor, to the Knowledge of the Closing Date; B. each Real Property Lease creates a valid Company and binding leasehold interest Seller, any landlord is in favour default under any of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; Leases and (3B) the Corporation has not subleased, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred which, with the giving of notice or the passage of time, time or both, would constitute result in a default by the Company or, to the Knowledge of the Company and Seller, any landlord under any of the Leases; (iii) to the Knowledge of the Company and Seller, no other party under the lease; (3) to any Lease is in breach or default, and no security deposit event has occurred which, with notice or portion thereof deposited with the landlord has been applied in respect lapse of time, would constitute a breach or default under or permit termination, modification, or acceleration thereunder; (iv) to the lease; Knowledge of the Company and Seller, no other party to any Lease has repudiated any provision thereof; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6v) there are no abatements of rentdisputes, bonusesoral agreements, or other inducements provided forbearance programs in effect as to the Corporation with respect to the leaseany Lease; E. no notices of default(vi) the Company has not assigned, relocation transferred, conveyed, mortgaged, deeded in trust, or termination have been given or received by the Corporation and/or encumbered any Subsidiary, prior to dissolution or wind-up, under or interest in respect of any Real Property Lease and no such notices have been threatened by any party theretoleasehold; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has (vii) all Facilities have received all requisite Government Governmental Authorizations (including licenses and permits) required in connection with the operation of all Leased Real Property thereof and the Corporation has not received notice that any Leased Real Property has not have been operated and maintained in accordance with applicable LawLegal Requirements (including all zoning requirements), except such as would not result individually or in the aggregate in a Material Adverse Effect; (viii) the land for each Facility abuts on and has direct vehicular access to a public road or has access to a public road via a permanent, irrevocable, appurtenant easement benefiting such land and comprising a part of the real property on which the Facility is located, and the Facility is supplied with public or quasi-public utilities and other services appropriate for the operation of the Facilities located thereon and is not located within any flood plain or area subject to wetlands regulation or any similar restriction; (ix) to the Knowledge of the Company and Seller, the landlord under each lease has good and valid title to the Leased Real Property; (x) there are no pending or, to the Knowledge of the Company and Seller, Threatened, condemnation Proceedings, lawsuits, or administrative actions relating to the parcel, or other matters affecting adversely the use, occupancy or value, or the marketability of title, thereof; and H. to (xi) there are no parties (other than the knowledge Company) in possession of Simmax and the Corporation, (i) each any Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completedProperty.

Leased Real Property. Schedule 6.1.L hereto sets forth the address of each parcel of real property leased by Seller in connection with the Business (ithe “Leased Real Property”) There are no Real Property and a true and complete list of all Leases or for each such Leased Real Property as of (including the Closing Date except as set forth on Schedule 3.1(z). (ii) Except as set forth on Schedule 3.1(z), A. each Real Property Lease is binding date and enforceable against each name of the parties thereto to such Lease document). Seller does not own any real property used in connection with the Business. Seller has delivered to Purchaser a true and complete copy of the Road 18 Lease. With respect to the Road 18 Lease: (a) such Lease is legal, valid, binding, enforceable and in full force and effect as effect; (b) the transactions contemplated by this Agreement require the consent of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: other party to such Lease; (1c) the CorporationSeller’s possession and quiet enjoyment of the leased premises is Leased Real Property under such Lease has not being been disturbed by any Person; (2) and there are are, as of the date hereof, no disputes with respect to such Lease; (d) none of Seller or, to Seller’s Knowledge, any other party to the related Real Property Lease between landlord and tenantis in breach or default under such Lease, and, to Seller’s Knowledge, no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; and (3e) the Corporation Seller has not subleased, licensed, licensed or otherwise granted any Person the right to use or occupy the such Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: ; and (1f) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred which, with the giving of notice or passage of time, or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation Seller has not collaterally assigned or granted any other security interest Lien in the lease such Lease or any interest therein; and (6) there are no abatements of rent, bonuses, which assignment or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has Lien will not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completedbe released at Closing.

Leased Real Property. (iSection 5.9(c) There are no Real Property Leases or Leased Real Property as of the Closing Date except as set Disclosure Schedule sets forth on Schedule 3.1(z). (ii) Except as set forth on Schedule 3.1(z), A. each Real Property Lease is binding a correct and enforceable against each complete list of the parties thereto and is in full force and effect as of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleasedall real property leased, licensed, or otherwise granted used or occupied (but not owned) at Closing by each Company (collectively, the ”Leased Real Property”) under any Person the right to use lease, sublease, license, concession, or occupy other agreement allowing for occupancy of the Leased Real Property or any portion thereof; D. in respect of each (each, a “Real Property Lease: (1) ”). Each Company has a valid and subsisting leasehold interest in its Leased Real Property, in each case free and clear of all payments due by Encumbrances, other than the Corporation as at Real Estate Encumbrances. All such Real Property Leases are in full force and effect, and there are no existing breaches or defaults by, or any events that with or without the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred which, with passage of time or the giving of notice or passage of timenotice, or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal)breach, and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonusesdefault, or other inducements provided to the Corporation with respect to the lease; E. no notices an event of defaultdefault by, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, Company under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has notto which it is a party, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge Knowledge of Simmax and/or the CorporationSellers, threatened, condemnation or by any other proceedings relating party to any such Real Property Lease. The operations of the Companies on the Leased Real Property or do not materially violate any applicable Law. All material certificates of occupancy, permits, licenses, approvals and other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations authorizations required to be held by a Company in connection with the operation past and present operations of all the Companies and the Business on the Leased Real Property have been lawfully issued to such Company and are, as of the Corporation has not received notice that date of this Agreement, and will be following the consummation of the Contemplated Transactions, in full force and. The Leased Real Property is in satisfactory operating condition and repair (ordinary wear and tear excepted). Correct and complete copies of the Real Property Leases, including all amendments and modifications thereto, have been delivered or made available to Purchaser prior to the date of this Agreement, and no changes have been made to any Real Property Leases since the date of delivery. The Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax subleased or licensed by any Company, and the Corporation, (iCompanies are the only party(ies) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use in occupancy of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completedProperty.

Leased Real Property. (a) Seller does not own any Real Property. (b) Schedule 3.22(b) sets forth the address of each parcel of Leased Real Property, and a true and complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease document). Seller has delivered to Buyer a true and complete copy of each such Lease document, and in the case of any oral Lease, a written summary of the material terms of such Lease. Except as set forth in Schedule 3.22(b), with respect to each of the Leases: (i) There are no Real Property Leases or Leased Real Property as of the Closing Date except as set forth on Schedule 3.1(z).such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) Except this Agreement does not require the consent of any other party to such Lease (except for those Leases for which Lease Consents, as set forth on Schedule 3.1(zhereinafter defined, are obtained), A. each Real Property , will not result in a breach of or default under such Lease, and will not otherwise cause such Lease is binding to cease to be legal, valid, binding, enforceable and enforceable against each of the parties thereto and is in full force and effect as of on identical terms following the Closing DateClosing; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1iii) the CorporationSeller’s possession and quiet enjoyment of the leased premises is Leased Real Property under such Lease has not being been disturbed by any Person; (2) and there are no disputes with respect to such Lease; (iv) neither Seller nor to Seller’s Knowledge any other party to the related Real Property Lease between landlord is in breach or default under such Lease, and tenant; and to Seller’s Knowledge no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (3v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) Seller neither owes or will owe in the future any brokerage commissions or finder’s fees with respect to such Lease; (vii) the Corporation other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, Seller; (viii) Seller has not subleased, licensed, licensed or otherwise granted any Person the right to use or occupy the such Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1ix) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred which, with the giving of notice or passage of time, or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation Seller has not collaterally assigned or granted any other security interest Encumbrance in the lease such Lease or any interest therein; and and (6x) there are no abatements Encumbrances on the estate or interest created by such Lease. (c) The Leased Real Property identified on Schedule 3.22(b), comprises all of rent, bonusesthe real property used or intended to be used in, or otherwise related to, Seller’s business; and Seller is not a party to any agreement or option to purchase any real property or interest therein. (d) To Seller’s Knowledge, all buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roof, foundation, load-bearing walls and other inducements provided to structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, wiring and cable installations, included in the Corporation with respect to Leased Real Property (the lease; E. “Improvements”) are in good condition and repair and sufficient for the operation of Seller’s business. There are no notices structural deficiencies or latent defects affecting any of defaultthe Improvements and there are no facts or conditions affecting any of the Improvements which would, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under individually or in the aggregate, interfere in any respect with the use or occupancy of the Improvements or any Real Property Lease and portion thereof in the operation of Seller’s business as currently conducted thereon. (e) There is no such notices have been threatened by any party thereto; F. the Corporation has notcondemnation, nor had any Subsidiaryexpropriation or other proceeding in eminent domain, prior pending or to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the CorporationSeller’s Knowledge, threatened, condemnation or other proceedings relating to affecting any parcel of Leased Real Property or any portion thereof or interest therein. To Seller’s Knowledge, there is no injunction, decree, order, writ or judgment outstanding, nor any claims, litigation, administrative actions or similar proceedings, pending or threatened, relating to the ownership, lease, use or occupancy of the Leased Real Property or any portion thereof, or the operation of Seller’s business as currently conducted thereon. (f) Except as set forth in Schedule 3.22(f), to Seller’s Knowledge, the Leased Real Property is in compliance with all applicable building, zoning, subdivision, health and safety and other matters adversely affecting land use laws, including the Americans with Disabilities Act of 1990, as amended and the current use and occupancy of the Leased Real Property and the operation of Seller’s business thereon does not violate any Laws. Seller has not received any notice of violation of any Law and there is no basis for the issuance of any such notice or the taking of any action for such violation. There is no pending or anticipated change in any Law that will materially impair the use or occupancy of any Leased Real Property or any portion thereof in the continued operation of Seller’s business as currently conducted thereon. (g) To Seller’s Knowledge, all certificates of occupancy, permits, licenses, franchises, approvals and authorizations (collectively, the “Leased Real Property Permits”) of all governmental authorities, boards of fire underwriters, associations or any other entity having jurisdiction over the Leased Real Property which are required or appropriate to use or occupy the Leased Real Property or operate Seller’s business as currently conducted thereon, have been issued and are in full force and effect. Schedule 3.22(g) lists all material Real Property Permits held by Seller with respect to each parcel of Leased Real Property; G. . Seller has delivered to Buyer a true and complete copy of all Real Property Permits. Seller has not received any notice from any governmental authority or other entity having jurisdiction over the Corporation has received all requisite Government Authorizations Leased Real Property threatening a suspension, revocation, modification or cancellation of any Real Property Permit and to Seller’s Knowledge, there is no basis for the issuance of any such notice or the taking of any such action. The Real Property Permits are transferable to Seller without the consent or approval of the issuing governmental authority or entity, no disclosure, filing or other action by Seller is required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Lawsuch transfer, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord Buyer shall not be required to assume any additional liabilities or obligations under any of the Real Property Leases have been completedPermits as a result of such transfer.

Leased Real Property. Schedule 3.7.2 contains a true, complete and correct list of each real property lease, sublease, license or other occupancy agreement, including any modification, amendment or supplement thereto and any other related document or agreement that is currently in effect and has been executed or entered into by the Company or any of its Subsidiaries (iincluding any of the foregoing which the Company or its Subsidiary has subleased or assigned to another Person and as to which the Company or such Subsidiary remains liable) There are no (each, a “Real Property Leases or Leased Lease”). With respect to each Real Property as of the Closing Date except as Lease set forth on Schedule 3.1(z). 3.7.2: (iia) it is valid, binding on the Company or such Subsidiary and in full force and effect; (b) all rents and additional rents and other sums, expenses and charges due to date by the Company or such Subsidiary have been paid; (c) the lessee has been in peaceable possession since the commencement of the original term thereof; (d) no waiver, indulgence or postponement of the lessee’s obligations thereunder has been granted by the lessor; (e) there exists no default or event of default by the Company or its Subsidiary or to the Knowledge of the Company, by any other party thereto, except where such default or event of default would not reasonably be expected to have a Material Adverse Effect; (f) there exists no occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any further event or condition, would become a default or event of default by the Company or any of its Subsidiaries thereunder, except where such occurrence, condition or act would not reasonably be expected to have a Material Adverse Effect; and (g) there are no outstanding claims of breach or indemnification or notice of default or termination thereunder. The Company and its Subsidiaries hold the leasehold estate on each Real Property Lease set forth on Schedule 3.7.2 free and clear of all Liens, except for Permitted Liens and any mortgagees’ Liens on the real property in which such leasehold estate is located. The real property leased by the Company and its Subsidiaries is in a state of good maintenance and repair and is adequate and suitable for the purposes for which it is presently being used, and, to the Knowledge of the Company, there are no material repair or restoration works needed in connection with any of the leased real properties which the Company or any of its Subsidiaries are responsible to make. The Company or one of its Subsidiaries is in physical possession and actual and exclusive occupation of the whole of each of its leased properties. Except as set forth on Schedule 3.1(z), A. each Real Property Lease is binding and enforceable against each 3.7.2, neither the Company nor any of the parties thereto and is in full force and effect as of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by its Subsidiaries owes any Person; (2) there are no disputes brokerage commission with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleased, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred which, with the giving of notice or passage of time, or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completed.

Leased Real Property. (a) Schedule 4.4.2 identifies all real property presently leased or subleased to any of the Acquired Companies (the “Leased Real Property”, and the Contracts relating to the Leased Real Property are individually referred to herein as a “Lease” and collectively referred to as the “Leases”). (b) Complete and accurate copies of each of the Leases have been made available to Buyer, and none of the Leases have been modified in any material respect, except to the extent that such modifications are disclosed by the copies made available to Buyer. (c) The Acquired Companies have a leasehold interest in the Leased Real Property free and clear of all Liens, other than Permitted Liens. (d) The Leases are legal, valid, binding, enforceable and in full force and effect and the Acquired Companies hold an existing leasehold interest for the term set forth in its corresponding Lease. (e) No monetary default exists under any of the Leases and no action has been taken or omitted by the Acquired Companies and, to the Company’s Knowledge, no other event has occurred or condition exists, that constitutes, or after notice or lapse of time or both would constitute, a material default under any Lease. (f) None of the Leases have been leased, subleased or otherwise assigned to a third Person. (g) None of the Leased Real Property leased is vacant or unoccupied. (h) Each landlord under the Leases has satisfied all of the delivery, build-out and construction requirements under the Leases. (i) There are no Real Property Leases options, rights of first offer or Leased Real Property as rights of the Closing Date except as set forth on Schedule 3.1(z). (ii) Except as set forth on Schedule 3.1(z), A. each Real Property Lease is binding and enforceable against each first refusal to purchase any of the parties thereto and is in full force and effect as of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleased, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof;thereof or interest therein. D. in (j) With respect of to each Real Property property that is subject to a Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) , there is no default service Contract, maintenance Contract, security Contract or other Contract requiring payment of in excess of Five Thousand and 00/100 Dollars ($5,000.00) annually for any such Contract entered into by the Acquired Companies with respect to such property which will survive the Closing. (k) The Acquired Companies have not received a notice of the intention of any party to the lease and no event has occurred which, with the giving of notice or passage of time, or both, would constitute a default by terminate any party under the lease; Lease. (3l) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there There are no abatements of rent, bonuses, or other inducements provided to Claims for which the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there Acquired Companies are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings responsible relating to any Leased Real Property fire, zoning, building or other matters adversely affecting health code violations of the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has , which have not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completedheretofore corrected.

Leased Real Property. (a) Schedule 2.1(b) sets forth the street address of each Leased Real Property facility of Seller. True, correct and complete copies of each such lease, license or other agreement creating rights of the Seller in the Leased Real Property and all amendments and extensions thereto have been made available to the Purchaser. With respect to each of the Acquired Leases, (i) There are no Real Property Leases or Leased Real Property as of the Closing Date except as set forth on Schedule 3.1(z). (ii) Except as set forth on Schedule 3.1(z), A. each Real Property such Acquired Lease is legal, valid, binding and enforceable by and against each Seller, except as enforceability may be limited by bankruptcy, insolvency or other similar Laws affecting the enforcement of creditor’s rights generally and except that the availability of equitable remedies, including specific performance, may be subject to the discretion of the parties thereto court before which any proceeding may be brought, and is in full force and effect as and has not been materially modified (except to the extent made available to Purchaser); (ii) except for the consent of the Closing Date;other party to an Acquired Lease pursuant to the terms of such Lease, the Transactions do not require the consent of any other party, the absence of which would result in a breach of or constitute a default under such Acquired Lease, and (iii) none of Seller, nor to the Knowledge of Seller, any other party to such Acquired Lease, is in material breach or default under any such Acquired Lease. B. each Real Property Lease creates a valid and binding leasehold interest in favour of (b) With respect to the Corporation, in the subject Leased Real Property; C. , (i) under the Acquired Leases, no material portion of any security deposit or portion thereof deposited has been applied in respect of each Leased Real Property: a breach or default thereunder which has not been replenished in full; (1ii) with the Corporation’s possession and quiet enjoyment exception of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation Acquired Leases, Seller has not subleased, licensed, licensed or otherwise granted any Person the right to use or occupy the any Leased Real Property (or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full); (2iii) there is no default by any party to the lease and no event has occurred which, with the giving of notice or passage of time, or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation Seller has not collaterally assigned or granted any other security interest in the lease any Acquired Lease (or any interest therein); and (6iv) there are no abatements of rentLiens on the estate or interest created by such Acquired Leases, bonusesother than Permitted Liens; and (v) no Action relating to any Acquired Leases, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any is pending or, to Seller’s Knowledge, threatened. (c) The Parties agree that true, correct and complete copies of each Acquired Contract in which Seller is the Landlord have been made available to the Purchaser (“Tenant Leases”). Except as will be addressed in the Ordinary Course of Business, (i) the Transactions do not require the consent of any third party to such Tenant Lease and will not result in a breach of or constitute a default under such Tenant Lease, and (ii) none of the Seller, nor to the knowledge of Simmax and/or Seller any other party to such Tenant Lease, is in material breach or default under any such Tenant Lease. (d) The Owned Real Property shall be delivered to the CorporationPurchaser on the Closing Date free and clear of all Liens securing Indebtedness. (e) With respect to the Leased Real Property, threatened(i) under the Acquired Leases, condemnation no material portion of any security deposit or other proceedings relating portion thereof deposited has been applied in respect of a breach or default thereunder which has not been replenished in full; (ii) with the exception of the Acquired Leases, Seller has not subleased, licensed or otherwise granted any Person the right to use or occupy any Leased Real Property (or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Lawportion thereof); and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvementsSeller has not collaterally assigned or granted any other security interest in any Acquired Lease (or any interest therein); (iv) there are no Liens on the estate or interest created by such Acquired Leases, rent concessionsother than Permitted Liens; and (v) no Action relating to any Acquired Leases, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completedis pending or, to Seller’s Knowledge, threatened.

Leased Real Property. Neither the Company nor any of its Subsidiaries owns any real property. The Company has not owned any real property since its inception, and to the best of the knowledge of the Company, without further investigation, none of the Subsidiaries have owned real property. The Disclosure Schedule lists all real property leased or subleased to the Company or any of its Subsidiaries as of the date of this Agreement and the name(s) of the Schools operated at that location (ithe "LEASED REAL PROPERTY"). Neither the Company nor any of its Subsidiaries uses any real property other than the Leased Real Property. The Company has made available to Parent true, correct and complete copies of the leases and subleases (as amended to date) There are no Real Property Leases or and other agreements for occupancy, including all amendments, extensions and other modifications thereto as of the date of this Agreement with respect to each Leased Real Property as of (each, a "REAL PROPERTY LEASE" and, collectively, the Closing Date except as set forth on Schedule 3.1(z"REAL PROPERTY LEASES"). (ii) Except as set forth on Schedule 3.1(z), A. each . Each Real Property Lease is legal, valid, binding and enforceable against each of the parties thereto enforceable, and is in full force and effect as of the Closing Date; B. each effect. There does not exist under any Real Property Lease creates a valid and binding leasehold interest in favour any event of the Corporationdefault or event or condition that, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleased, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred which, with the giving of after notice or passage lapse of time, time or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a default, violation, breach or event of default under thereunder on the lease; (4) no Person has any contractual option or right to purchase or acquire part of the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease Company or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending its Subsidiaries or, to the knowledge of Simmax and/or the CorporationCompany, threatenedany other party thereto. Other than as set out in the Disclosure Schedule, condemnation neither the Company nor any of its Subsidiaries, as applicable, has assigned, transferred, conveyed, mortgaged, subleased, deeded in trust or other proceedings relating to encumbered any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required its interest in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completedLeases.

Leased Real Property. Schedule 2.11(b) contains a list of all real property leases and subleases under which Seller is either lessor or lessee (i) There are no the “Leased Real Property Leases Property”). Seller has made available to Buyer or its counsel a true and complete copy of every lease and sublease to which Seller is a party with respect to the Leased Real Property as (the “Leases”). Each Lease is valid and enforceable in accordance with its terms except where such enforceability may be limited by (x) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors’ rights generally, and (y) the availability of injunctive relief and other equitable remedies. With respect to the Closing Date Leases, and except as set forth on Schedule 3.1(z). 2.11(b): (iii) Except as set forth on Schedule 3.1(z), A. each Real Property Seller is not, and to Seller’s Knowledge, no other party to any Lease is binding and enforceable against each of the parties thereto and is in full force and effect as of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporationis, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleasedbreach or default, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred which, with notice or lapse of time, would reasonably be expected to constitute a breach or default or permit termination, modification or acceleration thereunder; (ii) no postponement or material waiver of Seller’s obligations under a Lease has been granted by the lessor, (iii) other than with respect to the transfer of the Purchased Assets, to Seller’s Knowledge, there exists no event, occurrence, condition or act which, with the giving of notice or passage the lapse of time, would give rise to a right of termination by the lessor under such Lease or bothgive rise to any material liability of Seller under such Lease, would constitute a default by any party under (iv) to Seller’s Knowledge, there are no disputes, oral agreements or forbearance programs in effect as to the lease; and (3v) no security deposit Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has encumbered any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusalother than pursuant to a Permitted Lien), and the Corporation has not entered into any agreement . All rents due to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination date on each Lease have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completedpaid.

Leased Real Property. (i) There are no Real Property Leases or Leased Real Property as of the Closing Date except as set forth on Schedule 3.1(z). (iia) Except as set forth on Schedule 3.1(z3.8(a),, no Company owns any real property, nor does any Company have the option to acquire any real property. A. each (b) Schedule 3.8(b) sets forth a list of all Leased Real Property. Such Leased Real Property constitutes all of the real property occupied, operated or used in connection with the business of the Companies as presently conducted. True, correct and complete copies of all leases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) relating to Leased Real Property identified on Schedule 3.8(b) (the “Leases”) have been made available to Buyers. With respect to each Lease is binding listed on Schedule 3.8(b): (i) each Company has a valid, subsisting and enforceable against leasehold interest to the leasehold estate in the Leased Real Property granted to such Company pursuant to each pertinent Lease, subject to (x) bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights or the relief of debtors and (y) general principles of equity, including rules of law governing specific performance, injunctive relief and other equitable matters; (ii) each of the parties thereto Leases has been duly authorized and executed by the applicable Company and is in full force and effect as effect, and no Company has received any written or, to the Companies’ Knowledge, oral notice of any intention to terminate or not renew any Lease; (iii) no Company is, and, to the Companies’ Knowledge, no other party to any Lease is in, default or breach under any of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the CorporationLeases, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect nor, to the related Real Property Lease between landlord and tenant; and (3) the Corporation Companies’ Knowledge, has not subleased, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred which, with the giving of notice or the passage of time, or both, would constitute give rise to such a default or breach by any Company or any other party under the leaseto any Lease; (3iv) any security deposit required pursuant to each such Lease has been fully paid and not withdrawn, and no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach of or default under the leaseany such Lease that has not been redeposited in full; and (4v) no Person has Company has, whether in writing or orally, assigned, subleased, conceded, transferred, conveyed, mortgaged, deeded in trust or encumbered any contractual option or right to purchase or acquire the Corporation’s interest in the lease any Lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or otherwise granted any other security interest in Person (other than another Company) the lease right to occupy or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property;. G. (c) To the Corporation has received Companies’ Knowledge, there are no material defects in the physical condition of any improvements constituting a part of the Leased Real Property, including structural elements, mechanical systems, HVAC systems, roofs or parking and loading areas, and all requisite Government Authorizations required of such improvements are in connection with reasonable operating condition and repair taking into account the operation reasonably anticipated useful lives thereof and subject to reasonable wear and tear and routine necessary maintenance and repair of all similar assets of like age and use. None of the Leased Real Property is subject to special flood or mudslide hazards or within the one hundred (100) year flood plain. All water, sewer, gas, electric, telephone, drainage and other utilities required by Law or necessary for the Corporation has not received notice that any current or currently planned operation of the Leased Real Property have been installed and connected pursuant to valid Permits, and are sufficient to service the Leased Real Property as currently used and planned to be used. (d) No Company has received written notice from any Governmental Authority of any material violation of any Law, Order or Permit issued with respect to any of the Leased Real Property that has not been operated corrected heretofore and maintained in accordance with applicable Law; and H. to no such material violation now exists. All improvements constituting a part of the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies are and have been for the past six (6) years in material compliance with all applicable Laws, including Orders and Permits, and there are presently in effect all applicable zoning by-laws, building and fire codes and environmental laws, (ii) material Permits required by Law for the use of each the Leased Real Property as currently used by the Corporation is permitted by LawCompanies. No Company has received any notice of any pending or threatened eminent domain proceedings, and (iii) real estate Tax deficiency or reassessment or condemnation or similar proceeding relating to all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility or any portion of the landlord under any of the Leased Real Property. (e) No Company has received any written notice of, and, to the Knowledge of the Companies, there is not currently pending, any condemnation, environmental, planning, zoning or other land use regulation adversely affecting any of the Leased Real Property Leases have been completedor any part thereof, or any sale or other disposition of any of the Leased Real Property, and, to the Knowledge of the Companies, no such regulations or sales or other dispositions are contemplated. To the Knowledge of the Companies, the Leased Real Property possesses all Permits from any Governmental Authority having jurisdiction necessary for the continued operation and use of any of the Leased Real Property as it is currently used and operated. The Leased Real Property is in material compliance with all federal, state and local zoning and general land use plan designations and the use and improvements on the Leased Real Property are not “grandfathered” or other legal nonconforming uses or structures. To the Knowledge of the Companies, none of the Leased Real Property is located in a redevelopment or other area proposed for special land use designations, including historical or other overlay zones and moratoria or interim control ordinances, and to the Knowledge of the Companies, none of the Leased Real Property is currently proposed to be included in a redevelopment or other special land use area. No Company has received any written notice of any special assessment action or proceeding affecting any of the Leased Real Property and, to the Knowledge of the Companies, no such action or proceeding is contemplated.

Leased Real Property. (a) Section 2.10(a) of the O-I Disclosure Schedule lists all real property leased (the "Leased Real Property" and together with the Owned Real Property, collectively, the "Real Property") by the Company and each of its Subsidiaries as of the date hereof pursuant to any real property lease providing for annual payments by the Company or any such Subsidiary of an amount in excess of $100,000 per year (each, a "Lease"), which Section 2.10(a) of the O-I Disclosure Schedule includes the legal address and use of the premises demised under each Lease, the lessor and lessee (or sublessor and sublessee, in the case of a sublease), the term, under the applicable Lease and the rent. With respect to each lease, and except as disclosed on Section 2.10(a)(i) of the O-I Disclosure Schedule, (i) There are no Real Property Leases or Leased Real Property as the tenant under each Lease has legal and valid leasehold title to such Lease, free and clear of the Closing Date except as set forth on Schedule 3.1(z). all Liens other than Permitted Liens, (ii) Except as set forth on Schedule 3.1(z), A. each Real Property such Lease is binding and enforceable against each of the parties thereto pursuant to a written Lease that has been executed and is in full force and effect as of effect, (iii) neither the Closing Date; B. each Real Property Company nor its applicable Subsidiary that is a party to such Lease creates a valid and binding leasehold interest in favour of the Corporationnor, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and Knowledge (3as defined below) of Seller or the Corporation has not subleased, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property Company or any portion thereof; D. in respect of each Real Property Lease: its Subsidiaries (1collectively, the "O-I Parties") all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any other party to the lease such Lease, is in material breach or default, and no event has occurred which, with the giving of notice or passage lapse of time, or bothcure period, would constitute such a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a material breach or default or permit termination, modification or acceleration, under such Lease, (iv) each Lease is the lease; legal, valid and binding obligation of the tenant thereunder and will continue to be binding in accordance with its terms following the Closing, except as may result from actions that may be taken by Buyer or its Affiliates following the Closing, (4v) to the Knowledge of the O-I Parties no party to such Lease has repudiated any provision thereof, (vi) each Lease grants the Company or its applicable Subsidiary the exclusive right to use and occupy the premises demised thereunder, subject to the terms of the applicable Lease, (vii) no Person Lease has any contractual option been assigned, mortgaged or right to purchase hypothecated and no Lease has otherwise been encumbered, except for Permitted Liens and (viii) except as would not, individually or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal)aggregate, and the Corporation has not entered into any agreement reasonably be expected to grant such an option or right have a Material Adverse Effect, all covenants to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received be performed by the Corporation and/or any Subsidiary, prior to dissolution Company or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending orits applicable Subsidiary and, to the knowledge Knowledge of Simmax and/or the CorporationO-I Parties, threatenedall covenants to be performed by the lessor or lessee (or sublessor or sublessee, condemnation in the case of a sublease) under each Lease, have been performed in all respects. (b) Section 2.10(b) of the O-I Disclosure Schedule separately identifies all Leases for which consents, waivers or other proceedings relating to any Leased Real Property approval must be obtained on or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. prior to the knowledge of Simmax and the Corporation, Closing Date (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements or which are the responsibility of the landlord under any of the Real Property Leases have been completedobtained) in order for such Lease to continue in effect according to their terms, as in effect immediately prior to and on the date hereof, after the Closing Date.

Leased Real Property. (ia) There are no Real Property Leases All real property leased by any Transferred Company or any Subsidiary of any Transferred Company (the "Leased Real Property as of Property") is listed on the Closing Date except as set forth Disclosure Schedule. All leases currently in effect relating to the Leased Real Property, together with all amendments and modifications thereto (the "Leases"), are listed on Schedule 3.1(z)the Disclosure Schedule. (iib) Except as described on the Disclosure Schedule, none of the Transferred Companies or any of their Subsidiaries is in default under any of the material terms and provisions of any of the Leases or has received any written notice of any default. (c) To the Knowledge of Seller, there are no outstanding defaults on the part of the landlord or lessor of a material provision under any Lease. (d) Except as set forth on Schedule 3.1(z), A. each Real Property Lease is binding and enforceable against each the Disclosure Schedule, none of the parties thereto and is in full force and effect Transferred Companies or any of their Subsidiaries has exercised any option to extend the term of any Lease or to terminate any Lease, except to the extent that such extension or termination has already come into effect. (e) Except as described on the Disclosure Schedule, none of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour Transferred Companies or any of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by their Subsidiaries has entered into any Person; (2) there are no disputes with respect subleases relating to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleased, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred which, with the giving of notice or passage of time, or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease licenses or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation occupancy rights with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property;. G. (f) None of the Corporation Transferred Companies or any of their Subsidiaries has received all requisite Government Authorizations required in connection with granted or created any Encumbrances on the operation of all Leased Real Property and Property, including, without limitation, leasehold mortgages of the Corporation has not received notice that any Leased Real Property has not been operated Property. (g) The use and maintained in accordance with applicable Law; and H. to occupancy of the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by any Transferred Company or any Subsidiary of any Transferred Company is in compliance with all Applicable Laws, including, without limitation, those governing zoning, subdivision, land development access, erosion and drainage control, sewage collection and disposal, use, occupancy, building, fire, safety, access and environmental matters. None of Seller, any Transferred Company or any Subsidiary of any Transferred Company has received any written notice from any Governmental Authority advising of a violation of any applicable building code, zoning, subdivision, land development or land use laws, regulations or ordinances or any other applicable local, state or federal laws, regulations or ordinances. (h) Seller has neither Knowledge of nor received any notice of any existing or proposed assessments for public improvements imposed or to be imposed upon the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completed.Leased Real

Leased Real Property. (a) Schedule 5.10(a) of the Company Disclosure Schedules contains a true, correct and complete list of each lease, sublease, license or other occupancy agreement of Real Property to which any Vionic Entity is a party, including all amendments, modifications and supplemental agreements thereto (each, a “Lease”) and the addresses of all such Real Property (the “Leased Real Property”) as of the date hereof. The Sellers have made available to the Buyer copies of all of the Leases, which copies are true and complete in all material respects, and each Lease embodies the entire agreement between the applicable Vionic Entity and the other party thereto. (b) Except as disclosed on Schedule 5.10(b) of the Company Disclosure Schedules (i) There are no Real Property Leases or Leased Real Property as of the Closing Date except as set forth on Schedule 3.1(z). (ii) Except as set forth on Schedule 3.1(z), A. each Real Property Lease is legal, valid, binding and enforceable against each the Vionic Entity party thereto and, to the Knowledge of the parties thereto and Companies, each other party thereto; (ii) no Vionic Entity nor, to the Knowledge of the Companies, any other party to such Lease is in full force and effect as of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporationbreach or default under such Lease, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleased, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred or circumstance exists which, with the giving delivery of notice or notice, passage of time, time or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of such a breach or default or permit the termination, modification or acceleration of rent under such Lease or prevent the leaseapplicable Vionic Entity from exercising and obtaining the benefits of any rights or options contained therein; (4iii) the Leased Real Property, including the access and building systems serving the same, is adequate for the conduct of the Business as conducted as of the date hereof; (iv) no Vionic Entity is a sublessor, licensor or grantor under any sublease, license or other agreement, written or oral, granting to any other Person has any contractual option or right to purchase the possession, lease, occupancy or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy enjoyment of any Leased Real Property; G. , and no Person (other than the Corporation has received all requisite Government Authorizations required Vionic Entity that is a party to the Lease) is in connection with possession of any portion of the operation of all Leased Real Property and Property; (v) no Vionic Entity has transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in its leasehold in the Corporation has not received notice that any Leased Real Property has not been operated and maintained Property; (vi) there is no pending rent review or application for consent in accordance with applicable Lawrespect of any Lease; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iiivii) all leasehold improvementsthere are not any guarantees in effect with respect to a Vionic Entity’s obligations under any Lease. (c) No Vionic Entity has any actual or contingent liability in respect of, rent concessionsnor has any Vionic Entity given any guarantee or indemnity for any liability relating to, free rents any land and similar inducements buildings that have, at any time before the date hereof, been owned (under whatever tenure), occupied and/or used by any Vionic Entity, but which are the responsibility of the landlord under any of the Real Property Leases have been completedno longer owned, occupied or used by a Vionic Entity.

Leased Real Property. (ia) There are no The Seller does not own any real property, nor has the Seller ever owned any real property. (b) Section 3.12(b) of the Seller Disclosure Schedule sets forth an accurate and complete description (by street address of the subject leased real property, the date and term of the lease, sublease or other occupancy right, the name of the parties thereto, each amendment thereto and the aggregate annual rent payable thereunder) of all land, buildings, structures, fixtures, improvements and other interests in real property that is leased or otherwise occupied by the Seller exclusive of any occupancy by the Seller of customer sites during the course of installations (the “Leased Real Property Leases Property”). The Seller holds valid leasehold interests in the Leased Real Property, free and clear of any Encumbrances. The Seller has delivered to the Purchaser accurate and complete copies of all leases relating to the Leased Real Property. With respect to each such lease, the Seller has not exercised or given any notice of exercise of, nor has any lessor or landlord exercised or given any notice of exercise by such party of, any option to purchase, right of first offer or right of first refusal to purchase contained in any such lease. The rental set forth in each lease of the Leased Real Property as of is the Closing Date except as set forth on Schedule 3.1(z). (ii) Except as set forth on Schedule 3.1(z), A. each Real Property Lease is binding actual rental being paid, and enforceable against each of the parties thereto and is in full force and effect as of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes separate agreements or understandings with respect to the related same. Each lease of the Leased Real Property Lease between landlord grants the Seller the exclusive right to use and tenant; occupy the demised premises thereunder. (c) The Seller is in peaceful and (3) undisturbed possession of the Corporation Leased Real Property, and there are no contractual or legal restrictions that preclude or restrict the ability of the Seller to use such Leased Real Property for the purposes for which it is currently being used. The Seller has not subleased, licensed, licensed or otherwise granted to any Person the right to use or occupy any portion of the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred which, with the giving of notice or passage of time, or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal)Property, and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation Seller has not received notice that notice, and the Seller has no Knowledge, of any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. claim of any Person to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completedcontrary.

Leased Real Property. (i) There are no Real Property Leases or Leased Real Property as The Seller has made available to the Purchaser a true and complete copy of each Lease included in the Acquired Assets and the Lease related to the Hauppauge Office. Each such Lease is legal, valid, binding, enforceable and in full force and effect. Except for the consent of the Closing Date landlords to the Assumed Leases and the Lease related to the Hauppauge Office, the transactions contemplated by this Agreement do not require the consent of any other party to such Lease except for such consents as set forth on Schedule 3.1(z). (ii) Except as set forth on Schedule 3.1(z), A. each Real Property have been obtained, will not result in a breach of or Default under such Lease, or otherwise cause such Lease is binding to cease to be legal, valid, binding, enforceable and enforceable against each of the parties thereto and is in full force and effect as on identical terms following the Closing. To the Knowledge of the Closing Date; B. each Real Property Seller, neither the Seller nor any other party to such Lease creates is in breach or Default under such Lease, and, to the Seller’s Knowledge, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a valid and binding leasehold interest in favour breach or Default, or permit the termination, modification or acceleration of rent under such Lease. To the CorporationSeller’s Knowledge, in the subject Leased Real Property; C. no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of each Leased Real Property: (1) a breach or Default under such Lease which has not been redeposited in full. The Seller does not owe and will not owe in the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by future, any Person; (2) there are no disputes brokerage commissions or finder's fees with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation any such Lease. The Seller has not subleased, licensed, licensed or otherwise granted any Person the right to use or occupy the such Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred which, with the giving of notice or passage of time, or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation . The Seller has not collaterally assigned or granted any other security interest in the lease such Lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completed.

Leased Real Property. (i) There are no Real The Property Leases or Leased Real Property as described in Schedule 3.10.2 attached hereto cover all of the Closing Date except as set forth on Schedule 3.1(z). (ii) Except as set forth on Schedule 3.1(z), A. each Real Property real estate leased by the Seller for which any individual premises requires annual rental payments in excess of $10,000. The Assumed Security Deposit with respect to the Xxxxxxx Assumed Lease is binding $30,000, and enforceable against with respect to the Lemon Ave Assumed Lease $5,000 and the Assumed Security Deposits have not been decreased or drawn down. The Seller is the current lessee under each of the parties thereto Property Leases. A true and complete copy of each of the Property Leases has been furnished to Purchaser. Each of the Property Leases is in full force and effect as of in all material respects and the Closing Date; B. each Real Property Lease creates Seller holds a valid and binding existing leasehold interest under each of such Property Leases. Except as set forth in favour of Schedule 3.10.2, the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises Seller is not being disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleasedin default, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred which, with circumstances exist which would result in such default (including upon the giving of notice or the passage of time, or both), would constitute under any of such Property Leases. To the Knowledge of the Seller, no lessor under any such lease is in default under any of such leases in its duties to the lessee. The Seller has not assigned, transferred, conveyed, subjected to a default Security Interest, or otherwise encumbered any interest in any of the Property Leases. All Property Leases are in the name of the Seller as the tenant thereunder. There is no real estate which is used by any party under the lease; (3) no security deposit Seller or portion thereof deposited with otherwise required in the landlord has been applied in respect conduct of its business which is not the subject of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest Property Lease. Except as set forth in the lease or the leasehold interest created thereby (including without limitation any right of first refusal)Schedule 3.10.2, and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination default have been given received from any of the landlords under the Property Leases and no notices of violations have been received from governmental agencies or received insurance companies with regard to any of the Property Leases or any of the property covered thereby. The Seller is legally in possession of all space presently occupied by it, and has not sublet or assigned same, nor granted any rights therein to any other party, nor does the Corporation and/or Seller share any Subsidiary, prior of the leased space with any other party. Adequate means of ingress and egress exist to dissolution or wind-up, and from the premises demised pursuant to each Property Lease. The fixed rent due under or in respect of any Real each Property Lease and no such notices has been paid through the current month. All charges which have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, billed to the knowledge of Simmax Seller for gas, electricity, light, heat, power, sewage, garbage and telephone and/or the Corporationother utility services used, threatened, condemnation rented or other proceedings relating to any Leased Real Property supplied upon or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases leased premises have been completedpaid.

Leased Real Property. (iThe only real property leased by the Company is set forth in Section 2.10(d) There are no Real Property Leases or Leased Real Property as of the Closing Date except as set forth on Schedule 3.1(zSeller Disclosure Letter (each, a “Leased Premises”). . Seller has delivered to Buyer true, complete and correct copies of each lease pursuant to which each Leased Premises is leased, together with all written amendments and modifications thereto and all guarantees thereof (ii) Except as set forth on Schedule 3.1(zeach, a “Real Estate Lease”), A. each Real Property Lease is binding . The Company holds good and enforceable against valid leasehold title to each of the parties thereto Leased Premises. Each Real Estate Lease is valid and is in full force and effect as of the Closing Date; B. in all material respects and all rents and additional rents due to date under each Real Property Estate Lease creates a valid have been paid. The Company enjoys peaceful and binding leasehold interest undisturbed possession in favour of the Corporation, in the subject Leased all material respects under each Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises Estate Lease. The Company is not being disturbed by in default in any Person; (2) there are no disputes with material respect under any Real Estate Lease and, to the related Knowledge of Seller, the landlord is not in default under any Real Property Estate Lease. No event has occurred which, with the passage of time or the giving of notice or both, would constitute a default under any Real Estate Lease between landlord and tenant; and (3) the Corporation has not subleased, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at Company. To the Closing Time have been paid in full; (2) there is no default by any party to the lease and Knowledge of Seller, no event has occurred which, with the passage of time or the giving of notice or passage both, would constitute a default under any Real Estate Lease by the applicable landlord. As of the date hereof, the Leased Premises listed in Section 2.10(d) of the Seller Disclosure Letter constitutes all interests in real property currently used or currently held for use in connection with the Business. Except as set forth in Section 2.10(d) of the Seller Disclosure Letter, the execution, delivery and performance of the Transaction Agreements by Seller and the consummation of the transactions contemplated thereby by Seller do not and will not require any consent of any Person under, result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time, or both, would constitute a default by default) under, or give to any party under the lease; (3) no security deposit Person any rights of termination, acceleration or portion thereof deposited with the landlord has been applied in respect of a breach cancellation of, or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest result in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect creation of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or Lien (other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (ithan Permitted Liens) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under on any of the assets or properties of the Company pursuant to, a Real Property Leases have been completedEstate Lease. The Company is not a sublessor or grantor under any sublease of any of the Leased Premises.

Leased Real Property. (i) There are no Real Property Leases or Schedule 5.6 contains a brief description of each parcel of Leased Real Property as of Property. With respect to the Closing Date Leased Real Property, except as set forth on in Schedule 3.1(z).5.6: (iia) Except as set forth on Schedule 3.1(z), A. each Real Property Lease is binding Seller or its applicable Affiliate enjoys peaceful and enforceable against each undisturbed possession of all the parties thereto and is in full force and effect as of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporation, in the subject Leased Real Property; C. (b) The leasehold interest of Seller or its applicable Affiliate in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises Property is not being disturbed by subject or subordinate to any Person; Encumbrance, except for Permitted Encumbrances; (2c) Neither Seller nor any of its Affiliates have received notice of any condemnation proceedings with regard to the Leased Real Property and, to Seller’s Knowledge, there are no disputes with respect such proceedings contemplated by any governmental authority; (d) Neither Seller nor any of its Affiliates is party to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleasedany sublease, licensed, license or otherwise granted other occupancy agreement granting to any third Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred which, with the giving of notice or passage of time, or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. (e) To Seller’s Knowledge, the Corporation has received all requisite Government Authorizations required in connection with present maintenance, operation, use and occupancy of the operation of all Leased Real Property does not violate any Requirement of Law in any manner that would have a Material Adverse Effect; and (f) The Real Property Leases for the Westmont Office Facility and the Corporation has not received notice that any Leased Real Property has not been operated Logistics Facilities are in full force and maintained effect and constitute legal, valid and binding agreements of Seller, enforceable against Seller in accordance with applicable Lawtheir terms, and, to Seller’s Knowledge, each other party thereto; and H. and except as disclosed in Schedule 5.6, neither Seller, its Affiliates nor, to the knowledge of Simmax and the CorporationSeller’s Knowledge, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the other party to such Real Property Leases is in violation or breach of or default under any such Real Property Lease (or with notice or lapse of time or both, would be in violation or breach of or default under any such Real Property Lease) except for such violation, breach or default as would not have been completeda Material Adverse Effect.

Leased Real Property. (i) There are no Real Property Leases or The Seller has provided to Buyer a true and complete copy of the Mineral Lease Agreement for the Leased Real Property as and all amendments thereto. With respect to the Leased Real Property: (A) the Seller has good and marketable leasehold title to the properties specified in the Mineral Lease Agreement, free and clear of the Closing Date except as set forth on Schedule 3.1(z). (ii) Except as set forth on Schedule 3.1(z), A. each Real Property Lease is binding all liens, encumbrances, easements and enforceable against each of the parties thereto and is in full force and effect restrictive covenants as of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: other than Permitted Encumbrances; (1B) the Corporation’s possession Mineral Lease Agreement is legal, valid, binding, enforceable and quiet enjoyment of the leased premises is not being disturbed by any Personin full force and effect; (2C) there are no disputes with respect neither the Seller nor, to Seller’s knowledge, any other party, to the related Real Property Mineral Lease between landlord and tenant; and (3) the Corporation has not subleasedAgreement is in breach or default under such lease, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred or circumstance exists which, with the giving delivery of notice or notice, the passage of time, time or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of such a breach or default or permit the termination, modification or acceleration of rent under the leasesuch Mineral Lease Agreement; (4D) no Person party to the Mineral Lease Agreement has repudiated any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do soprovision thereof; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6E) there are no abatements of rentdisputes, bonusesoral agreements or forbearance programs in effect as to the Mineral Lease Agreement, (F) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold that will not be released on or before the Closing Date, other than Permitted Encumbrances; and (G) to Seller's knowledge, there are no pending or threatened condemnation proceedings, lawsuits, or other inducements provided administrative actions relating to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completed.

Leased Real Property. (ia) There are No Acquired Company owns any real property, nor has any Acquired Company ever owned any real property. (b) Section 3.11(b) of the Seller Disclosure Schedule sets forth an accurate and complete list of the street address, the date and term of the lease, sublease or other occupancy right, the names of the parties thereto, each amendment thereto and the aggregate annual rent payable thereunder of all real property that is leased or otherwise occupied by any Acquired Company (the “Leased Real Property”). On the Closing Date, the Acquired Companies will hold valid leasehold interests in the Leased Real Property, free and clear of any Encumbrances other than Permitted Encumbrances. The Seller has made available to the Purchaser accurate and complete copies of all leases relating to the Leased Real Property. With respect to each such lease, no Real Property Leases Acquired Company has exercised or given any notice of exercise of, nor has any lessor or landlord exercised or given any notice of exercise by such party of, any option, right of first offer or right of first refusal contained in any such lease. The rental set forth in each lease of the Leased Real Property as of is the Closing Date except as set forth on Schedule 3.1(z). (ii) Except as set forth on Schedule 3.1(z), A. each Real Property Lease is binding actual rental being paid, and enforceable against each of the parties thereto and is in full force and effect as of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes separate agreements or understandings with respect to the related Real Property Lease between landlord and tenant; and same. (3c) the Corporation Since December 31, 2014, no Acquired Company or any other Person has not subleased, licensed, licensed or otherwise granted to any Person the right to use or occupy any portion of the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease Property, and no event Acquired Company has occurred which, with the giving of notice or passage of time, or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal)received notice, and the Corporation Seller has not entered into no Knowledge, of any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted claim of any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided Person to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completedcontrary.

Leased Real Property. (i) There are no Real Property Leases or Leased Real Property as of the Closing Date except as set forth on Schedule 3.1(z). (ii) Except as set forth on Schedule 3.1(z), A. each Real Property Lease is binding and enforceable against each of the parties thereto and is in full force and effect as of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with With respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleased, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1i) all payments due by the Corporation as at the Closing Time have been paid such Real Property Lease is valid, binding, enforceable and in fullfull force and effect; (2ii) there Seller is not, and to Seller’s Knowledge, no other party thereto is in default by or breach in any party to the lease and no event has occurred which, with the giving of notice or passage of time, or both, would constitute a default by any party material respect under the leaseterms of such Real Property Lease; (3iii) no security deposit or portion thereof deposited with the landlord respect to such Real Property Lease has been applied in respect of a breach or default under the leasesuch Real Property Lease which has not been redeposited in full; (4iv) no Person to Seller’s Knowledge, all work required to be performed under such Real Property Lease by landlord thereunder or by Seller has any contractual option been performed, and to the extent that Seller is responsible for the payment of such work, has been fully paid for, whether directly to the contractor performing such work or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby landlord as reimbursement therefore; (v) all rent (including without limitation any right of first refusal), base rent and additional rent) due and payable under the Corporation Real Property Lease has been paid to date; and (vi) Seller has not entered into any agreement to grant such an option assigned, subleased, mortgaged, deeded in trust or right to do so; (5) otherwise transferred or encumbered the Corporation has not collaterally assigned Real Property Lease or granted any other security interest in the lease Leased Real Property or any interest therein; . The execution, delivery and (6) there are no abatements performance of rentthis Agreement by Seller does not, bonusesand the consummation of the transactions contemplated hereby will not, constitute or result in a breach or violation of, or other inducements provided to a default under, or require consent under the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any Lease. A complete copy of the Real Property Leases have Lease, together with any modifications, extensions, amendments and assignments thereof, has heretofore been completedfurnished or made available to Buyer.

Leased Real Property. (iA) There are no Real Property Leases Schedule 2.1(a)(v) sets forth a true and complete list of all leasehold or Leased Real Property sub-leasehold estates and other rights to hold, use, possess or occupy any land, buildings, structures, improvements, fixtures or other interest in real property held any PMG Company as of the Closing Date except Effective Time (the “Leased Real Property”), and all Leases relating thereto, which list also sets forth the date of the Lease evidencing such leasehold interest and the date of any amendments and supplements thereto, as set forth on Schedule 3.1(z)well as the names of the parties thereto and the address of such Leased Real Property. Other than the Leased Real Property, no PMG Company has ever leased any real property. (iiB) Except as set forth on in Schedule 3.1(z3.2(j)(i), A. each , and to PMG’s Knowledge: (1) all Leases relating to the Leased Real Property Lease is are legal, valid, binding and enforceable against each and in full force and effect, subject to proper authorization and execution of such Lease by the other party and the application of any bankruptcy or creditor’s rights Laws; (2) the transactions contemplated by this Agreement will not result in a breach or default under any of the parties thereto Leases, and is will not otherwise cause any of the Leases to cease to be enforceable and in full force and effect as of on identical terms following the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any PersonClosing; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) no PMG Company is and, to the Corporation Knowledge of PMG, no other party is in breach or default under any such Lease; (4) such Lease has not been assigned by any PMG Company (or to the Knowledge of PMG, other than collaterally, by the landlord thereunder), supplemented, or amended; (5) no PMG Company has subleased, licensed, licensed or otherwise granted any Person the right to use or occupy the such Leased Real Property or any portion thereof; D. in respect ; (6) (x) the current uses of each and existing structures located on the Leased Real Property Lease: are in material compliance with all applicable zoning and other land use or occupancy requirements, and any covenants, conditions or agreements affecting the Leased Real Property, and (1y) each PMG Company, to the extent required by any applicable Laws, is in possession of all payments due certificates of occupancy with respect to the Leased Real Property issued by the Corporation as at the Closing Time have been paid in fullappropriate governmental authorities; (27) there is no default construction, alteration, or other leasehold improvement work with respect to such Lease remains to be paid for or performed by any party to such Lease except for any such work required by the lease parties thereunder as part of the maintenance, repair and no event has occurred whichreplacement obligations, with the giving of notice or passage of time, or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement with respect to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest thereincasualty damage; and (68) each PMG Company has all necessary access to and from the Leased Real Property as is reasonably adequate for the current operation thereof. (C) there Each PMG Company holds, subject to the terms and conditions of the Leases described on Schedule 3.2(j)(i), good leasehold title to, and actual and exclusive possession of, the Leased Real Property, free and clear of Liens created by or through such PMG Company. There are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any claims pending or, to the knowledge Knowledge of Simmax and/or PMG, threatened that could have the Corporation, threatened, condemnation effect of impairing or other proceedings relating restricting the Buyer’s future access to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. . PMG has delivered or made available to the Corporation has received all requisite Government Authorizations required in connection with Buyer complete and accurate copies of each of the operation of all Leases for the Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by LawProperty, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility none of the landlord under any of the Real Property Leases have been completedmodified in any material respect or extended, except to the extent that such modifications or extensions are disclosed by the copies delivered or made available to the Buyer.

Leased Real Property. Seller does not directly or indirectly own any real property. Schedule 5.07 lists all real property used in the conduct of the Business and leased or subleased to Seller (icollectively, the “Leased Real Property”) There are no and identifies the lessor, rental rate, lease term, expiration date and existence of a renewal option. Seller has provided to Buyer prior to the Closing true, correct and complete copies of the Real Property Leases or Leased Leases, as well as prior estoppel certificates and subordination and non-disturbance and attornment agreements, and other material documents related to such Real Property as of the Closing Date Leases. With respect to each Real Property Lease, except as set forth on Schedule 3.1(z).5.07: (iia) Except as set forth on Schedule 3.1(z), A. each such Real Property Lease is valid, binding and enforceable against each of the parties thereto and is in full force and effect as of and will remain in full force and effect on identical terms on and after the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest (b) Seller is in favour possession of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleased, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereofand all rental and other obligations of Seller are current; D. (c) Seller is not in respect breach or default (and has not received notice of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease breach or default), and no event has occurred which, with the giving of notice or passage lapse of time, or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default thereof by Seller or permit termination, modification or acceleration under the lease; such Real Property Lease; (4d) no Person party has repudiated any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby provision of such Real Property Lease; (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6e) there are no abatements of rentdisputes, bonuses, oral agreements or other inducements provided forbearance programs in effect as to the Corporation with respect to the leasesuch Real Property Lease; E. no notices (f) Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold estate of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any such Real Property Lease and no such notices have been threatened by any party theretoLease; F. the Corporation has not, nor had any Subsidiary, prior to dissolution (g) all facilities leased or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has subleased thereunder have received all requisite Government Authorizations approvals of Governmental Entities (including Permits) required in connection with the operation of all Leased Real Property thereof by Seller and the Corporation has not received notice that any Leased Real Property has not have been operated and maintained by Seller in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies compliance with all applicable Laws; (h) except for Permitted Liens, including all applicable zoning by-lawsno Leased Real Property is, building and fire codes and environmental lawsto the Knowledge of Seller, subject to (i) any governmental decree or order (or threatened or proposed order known to Seller) to be sold or taken by public authority; or (ii) any rights of way, building use restrictions, exceptions, variances, reservations or limitations of any nature that would interfere with the use operation of each the Business; and (i) to the Knowledge of Seller, the Leased Real Property by the Corporation is permitted by Law, in good and (iii) all leasehold improvements, rent concessions, free rents safe operating condition and similar inducements which are the responsibility repair and is adequate for Seller’s conduct of the landlord under any of the Real Property Leases have been completedBusiness and is structurally sound with no material defects.

Leased Real Property. Section 3.8(b) of the Disclosure Letter sets forth a list of all real property leased, subleased or licensed to a Purchased Company (the “Leased Real Property” and such leases, subleases, licenses, together with any guaranties thereof, and each as amended to date, under which the Leased Real Property is leased, subleased or licensed, the “Leases”). Parent has made available to Purchaser true and correct copies of each Lease. With respect to each Lease: (i) There are no Real Property Leases or Leased Real Property as of the Closing Date except as set forth on Schedule 3.1(z). (iiA) Except as set forth on Schedule 3.1(z), A. each Real Property such Lease is binding and enforceable against each of the parties thereto and is in full force and effect as effect, and is a legal, valid, binding and enforceable obligation of the Closing DatePurchased Company party thereto in accordance with its terms and, to the Knowledge of Parent, the other parties thereto, in each case, subject to the Bankruptcy and Equity Exception, and (B) to Parent’s Knowledge, such Purchased Company’s leasehold interest thereunder is free and clear of all Encumbrances other than Permitted Encumbrances; B. each Real Property (ii) no Purchased Company has received written notice that it is in breach (after the expiration of any notice or cure period) of such Lease creates which breach has not been cured, and no Purchased Company has given any written notice to any other party to a valid and binding leasehold interest Lease that such other party is in favour breach of the Corporation, in the subject Leased Real PropertyLease which breach has not been cured; C. in respect of each Leased Real Property: (1iii) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect Purchased Company, nor to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleasedKnowledge of Parent, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any other party to a Lease, is in default under such Lease, and to the lease and Knowledge of Parent, no event has occurred whichthat, with the lapse of time or the giving of notice or passage of timenotice, or both, would constitute a default by under any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. (iv) the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice Purchased Company that there are any pending or, is a party to the knowledge Lease has a good and valid leasehold interest in each parcel of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property and the right to use and occupancy of the Leased Real Property in accordance with the terms of the applicable Lease for the full term of such Lease; (v) there are no subleases or other matters adversely affecting sublicenses under which a Purchased Company grants any Person the right of use or occupancy of any portion of the parcels of the Leased Real Property; G. (vi) there are no condemnation or eminent domain proceedings pending, or to the Corporation has received all requisite Government Authorizations required in connection Knowledge of Parent, threatened with the operation of all Leased Real Property and the Corporation has not received notice that respect to any Leased Real Property has not been operated and maintained in accordance with applicable LawProperty; and H. (vii) there are no outstanding leasing commission agreements, and no leasing commissions are due, or will be due, from any Purchased Company with respect to the knowledge of Simmax and the Corporation, (i) each any Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completedProperty.

Leased Real Property. (a) The Company does not own any real property. (b) Schedule 2.20(b) sets forth a complete list of all real property leased or subleased by the Company (the “Leased Real Property”), and the street address thereof. The Company has a valid leasehold interest in each Leased Real Property, subject only to Permitted Liens. The Company has made available to Buyer complete and accurate copies (including all amendments) of each of the leases for the Leased Real Property (the “Leases”). With respect to each Lease: (i) There are no Real Property Leases or Leased Real Property as of the Closing Date except as set forth on Schedule 3.1(z). (ii) Except as set forth on Schedule 3.1(z), A. each Real Property Lease is legal, valid, binding and enforceable against each the Company and, to the Knowledge of the Company, the other parties thereto thereto, and is in full force and effect, and shall continue to be legal, valid, binding, enforceable and in full force and effect as of on identical terms following the Closing Date; B. each Real Property Lease creates a valid subject only to bankruptcy, insolvency, reorganization, moratoriums or similar laws at the time in effect affecting the enforceability or rights of creditors generally and binding leasehold interest in favour of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleased, licensed, or otherwise granted any Person general equitable principles which may limit the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in fullobtain equitable remedies; (2ii) there is no default by neither the Company nor, to the Knowledge of the Company, any other party to the lease Lease is in breach or default and no event has occurred which, with the giving of notice or passage lapse of time, time or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of such a breach or default or permit termination, modification or acceleration under the leaseLease; (4iii) no Person party to the Lease has repudiated any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do soprovision thereof; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6iv) there are no abatements of rentdisputes, bonuses, oral agreements or other inducements provided forbearance programs in effect as to the Corporation Lease; (v) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to Buyer; (vi) the Company and its Subsidiaries have not subleased, assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease; (vii) the rental set forth in the Lease is the actual rental being paid, the Company has paid all rental payments (and Taxes thereon) incurred up through the Closing Date, and there are no separate agreements or understandings with respect to the lease; E. no notices same; (viii) the Company has not exercised or given any notice of defaultexercise, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending ornor, to the knowledge Knowledge of Simmax and/or the CorporationCompany, threatenedhas any lessor or landlord exercised or received any notice of exercise, condemnation of any option, right of first offer or other proceedings relating right of first refusal contained in any Lease, including any such option or right pertaining to any purchase, expansion, renewal, extension or relocation; and (ix) the Company’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed and, to the Knowledge of the Company, there are no disputes with respect to such Lease. (c) To the Knowledge of the Company with respect to the Leased Real Property: (i) the current use of such property and the operation of the Company’s business does not violate the Lease or any instrument of record or Contract affecting such property or any applicable Legal Requirements (without any fines or monetary Liabilities attached); (ii) except for the Leases, there are no leases, subleases, licenses, concessions or other matters adversely affecting Contracts, written or oral, granting to any party or parties the right of use or occupancy of any Leased Real Property; G. portion of the Corporation has received all requisite Government Authorizations required parcel of such property except in connection with favor of the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable LawCompany; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which there are the responsibility no parties in possession of the landlord under any of the Real Property Leases have been completedsuch property.

Leased Real Property. (i) There are no Real Property Leases or The attached Leased Real Property as Schedule sets forth the address of each Leased Real Property and a list of all Leases of the Closing Date except as Company and its Subsidiaries (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for each Leased Real Property. The Company has delivered to Merger Corp. a true and complete copy of each such Lease document set forth on Schedule 3.1(z). (ii) in Leased Real Property Schedule. Except as set forth on Schedule 3.1(z), A. each in the Leased Real Property Lease is binding and enforceable against Schedule, with respect to each of the parties thereto Leases: (a) such Lease is legal, valid, binding, enforceable and is in full force and effect; (b) the Merger does not require the consent of any other party to such Lease, will not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect as of on identical terms following the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: Closing; (1c) the Corporation’s possession and quiet enjoyment of the leased premises Company is not being disturbed by in breach or default under such Lease and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default or permit the termination, modification or acceleration of rent under such Lease; and, to the Company’s Knowledge, any Personother party to the Lease is not in breach or default under such Lease and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default or permit the termination, modification or acceleration of rent under such Lease; (2d) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleased, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property such Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred which, with the giving of notice or passage of time, or both, would constitute a default by any party under the lease; (3e) no security deposit or portion thereof deposited with the landlord respect such Lease has been applied in respect of a breach or default under the leasesuch Lease which has not be redeposited in full; (4f) there are no Person has any contractual option or right forbearance programs in effect with respect to purchase or acquire such Lease; and (g) the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation Company has not entered into any agreement to grant assigned, subleased, mortgaged, deeded in trust or otherwise transferred or encumbered such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease Lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completed.

Leased Real Property. All of the real property leased by Sellers as tenants or lessees is identified on Schedule 2.6 (icollectively referred to herein as the "Leased Real Property"). Sellers hereby make the following representations and warranties with respect to the Leased Real Property: (a) There are no Real Property Leases or The copies of the leases of the Leased Real Property (collectively, the "Leases") delivered by Sellers to Buyer and the information with respect to each of the Leases set forth in Schedule 2.6 are complete, accurate, true and correct as of the Closing Date except as set forth on Schedule 3.1(z). (ii) date hereof. Except as set forth on in Schedule 3.1(z),2.6: A. each Real Property Lease is binding and enforceable against (i) each of the parties thereto and Leases is in full force and effect as and has not been modified, amended or altered, in writing or otherwise; (ii) to the knowledge of Sellers, all obligations of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of landlords or lessors under the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleased, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time Leases which have accrued have been paid performed, no landlord or lessor is in full; (2) there is no default by under any party to the lease Lease, and no event has occurred fact or circumstance presently exists which, with the giving of notice or the passage of time, or both, would constitute give rise to a default by landlord; (iii) to the knowledge of Sellers, all obligations of the tenants or lessees under the Leases which have accrued have been performed, Sellers are not in default under any Lease, and no fact or circumstance presently exists which, with notice or the passage of time, or both, would give rise to a default by any party Seller; and (iv) Sellers have obtained the consent of each landlord or lessor under any Lease where consent is required to transfer the Leased Real Property to Buyer, and upon obtaining such consent, no such transfer will of itself give any landlord or lessor under any Lease any right or remedy to which it would not otherwise be entitled under said Lease, including, without limitation, any right to declare a default thereunder. (b) Sellers hold good, clear, marketable, valid and enforceable leasehold interests in the Leased Real Property pursuant to the Leases, subject only to the right of reversion of the landlord or lessor under the lease; Leases. (3c) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending orExcept as set forth on Schedule 2.6, to the knowledge of Simmax and/or Sellers, there are no material defects in the Corporationphysical condition of any improvement constituting a part of the Leased Real Property. (d) To the knowledge of Sellers, threatenedSellers have received no notice from any governmental authority of any violation of any law, condemnation ordinance, regulation, license, permit or other proceedings relating authorization issued with respect to any of the Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated corrected, and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and Sellers no such violation now exists which would have an adverse effect on the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use operation or value of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Leased Real Property Leases have been completedProperty.

Leased Real Property. Schedule 3.7.2 contains an accurate and complete list of all real property leases, subleases, real property licenses and other occupancy agreements, including without limitation, any modification, amendment or supplement thereto and any other related document or agreement executed or entered into by WWG, TEAM, O-A or Pulse, as the case may be, and assigned to the Company or any Subsidiary pursuant to the NT Conveyance Document to which the Company or a Subsidiary is a party (ias lessee, sublessee, lessor, sublessor, licensor or licensee) (each individually, a "Real Property Lease" and collectively, the "Real Property Leases"). Each Real Property Lease set forth on Schedule 3.7.2 (or required to be set forth on Schedule 3.7.2) is valid, binding and in full force and effect; all rents and additional rents and other sums, expenses and charges due thereunder to date on each such Real Property Lease have been paid; and the lessee has been in peaceable possession since the commencement of the original term of such Real Property Lease and no waiver, indulgence or postponement of the lessee's obligations thereunder has been granted by the lessor. There exists no default or event of default by WWG, the Company or any Subsidiary or to the knowledge of WWG by any other party to any Real Property Lease; and there exists no occurrence, condition or act (including the purchase of the Purchased Interests hereunder) which, with the giving of notice, the lapse of time or the happening of any further event or condition, would become a default or event of default by WWG, the Company or any Subsidiary under any Real Property Lease, and there are no outstanding claims of breach or indemnification or notice of default or termination of any Real Property Lease. WWG, TEAM, O-A or Pulse, as the case may be, held and the Company or a Subsidiary, as the case may be, now holds the leasehold estate on all the Real Property Leases or Leased Real Property as free and clear of the Closing Date all Liens except as set forth on Schedule 3.1(z). (ii) Except as set forth on Schedule 3.1(z), A. each Real Property Lease is binding 3.7.2. The real property leased by the Company and enforceable against each of the parties thereto and Subsidiaries is in full force a state of good maintenance and effect as of repair (ordinary wear and tear excepted), adequate and suitable for the Closing Date; B. each Real Property Lease creates a valid purposes for which it is presently being used, and binding leasehold interest in favour of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect material repair or restoration works likely to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleased, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred which, with the giving of notice or passage of time, or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations be required in connection with any of the operation of all Leased Real Property leased real properties. WWG, TEAM, O-A or Pulse, as the case may be, was, and the Corporation has not received notice that any Leased Real Property has not been operated Company or a Subsidiary now is, in physical possession and maintained in accordance with applicable Law; and H. to actual and exclusive occupation of the whole of each of its leased properties. To the knowledge of Simmax and WWG, no environmental claim has been made against WWG, TEAM, O-A, Pulse, the Corporation, (i) each Leased Company or any Subsidiary with respect to any Real Property complies Lease. None of WWG, TEAM, O-A, Pulse, the Company or any Subsidiary owes any brokerage commission with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under respect to any of the Real Property Leases have been completedLeases.

Leased Real Property. (iSection 4.9(b) There are no Real Property Leases or Leased Real Property as of the Closing Date except as set forth on Disclosure Schedule 3.1(z). (ii) Except as set forth on Schedule 3.1(z), A. each Real Property Lease is binding lists all real property leased or subleased to or otherwise occupied by the Company and enforceable against each its Subsidiaries and the leases, subleases and other agreements in respect thereof. The Company has made available to Parent true and correct copies of the parties thereto leases, subleases and is other agreements listed in Section 4.9(b) of the Disclosure Schedule. To the Knowledge of the Company, each lease, sublease and other agreement listed in Section 4.9(b) of the Disclosure Schedule is, with respect to the Company or its Subsidiaries, as applicable, legal, valid, binding, enforceable and in full force and effect effect, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights and remedies generally. With respect to each lease, sublease and other agreement listed in Section 4.9(b) of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest Disclosure Schedule, except as described in favour the Disclosure Schedule, (i) no party to the lease, sublease or other agreements is in breach or default, and, to the Knowledge of the CorporationCompany, no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, material modification or acceleration thereunder; (ii) the Company and its Subsidiaries have all reasonably necessary rights to conduct their respective businesses as currently conducted on the real property leased by them; (iii) none of the Company or its Subsidiaries owes, or will owe in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporationfuture, any brokerage commissions or finder’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes fees with respect to such leases; (iv) the related Real Property Lease between landlord other party to such lease, sublease or other agreement is not an Affiliate of, and tenantotherwise does not have any economic interest in, any of the Company or its Subsidiaries; and (3v) none of the Corporation Company or its Subsidiaries has not subleased, licensed, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property such real property or any portion thereof; D. in respect thereof that is the subject of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred whichsuch lease, with the giving of notice or passage of time, or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, sublease or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completedagreement.

Leased Real Property. SCHEDULE 3.7.2 contains an accurate and -------------------- complete list of all real property leases, subleases, licenses and other occupancy agreements, including without limitation, any modification, amendment or supplement thereto and any other related document or agreement executed or entered into by the Company or any Subsidiary (ieach individually, a "REAL PROPERTY LEASE" and collectively, the "REAL PROPERTY LEASES") There are no to which the Company or any Subsidiary is a party (including, without limitation, any Real Property Leases which the Company or Leased any Subsidiary has subleased or assigned to another Person and as to which the Company or any Subsidiary remains liable). Each Real Property as of the Closing Date except as Lease set forth on Schedule 3.1(z). SCHEDULE 3.7.2 (ii) Except as or required to be set forth on Schedule 3.1(z), A. each Real Property Lease SCHEDULE 3.7.2): (a) is valid, binding and enforceable against each of the parties thereto and is in full force and effect as of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Personeffect; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleased, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1b) all payments rents and additional rents and other sums, expenses and charges due by the Corporation as at the Closing Time to date have been paid in fullthereon; (2c) the lessee has been in peaceable possession since the commencement of the original term thereof; (d) no waiver, indulgence or postponement of the lessee's obligations thereunder has been granted by the lessor; (e) there is exists no default or event of default by the Company or any Subsidiary or to the knowledge of the Stockholder, by any other party to thereto; (f) there exists no occurrence, condition or act (including the lease and no event has occurred purchase of the Purchased Shares hereunder) which, with the giving of notice notice, the lapse of time or passage the happening of time, any further event or bothcondition, would constitute become a default or event of default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease Company or any interest thereinSubsidiary thereunder; and (6g) there are no abatements outstanding claims of rent, bonuses, breach or other inducements provided to the Corporation with respect to the lease; E. no notices indemnification or notice of default, relocation default or termination have been given or received by thereunder. The Company and its Subsidiaries hold the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received leasehold estate on all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completedfree and clear of all Liens, except the liens of any mortgagee of the real property in which such leasehold estate is located.

Leased Real Property. (ia) There are no Real Property Leases Neither Seller nor any of its Subsidiaries or Affiliates own any real property. Schedule 4.7 sets forth the names of the lessee, the address of any parcel of real property leased by Seller or its Subsidiaries or used in the Business (collectively, the “Leased Real Property as Property”), and a list of any leases, subleases, amendments, extensions, renewals, guaranties, licenses, concessions and other agreements (whether written or oral) (collectively, “Leases”) for each such Leased Real Property. Seller has delivered to Buyer a true and complete copy of each such Lease document, and in the case of any oral Lease, a written summary of the Closing Date except as set forth on Schedule 3.1(z). (ii) material terms of such Lease. Except as set forth on Schedule 3.1(z), A. each Real Property Lease is binding and enforceable against 4.7, with respect to each of the parties thereto Leases: (i) such Lease is legal, valid, binding, enforceable and is in full force and effect as of the Closing Dateeffect; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1ii) the CorporationSeller’s possession and quiet enjoyment of the leased premises is Leased Real Property under such Lease has not being been disturbed by and there any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleased, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereofsuch Leases; D. in respect (iii) neither Seller or its Subsidiaries nor, to the Knowledge of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by Seller, any other party to the lease Lease is in breach or default under such Lease, and no event has occurred or circumstance exists which, with the giving delivery of notice or notice, the passage of time, time or both, would could reasonably be expected to constitute such a default by any party breach or default, or permit the termination, modification or acceleration of rent under the lease; such Lease; (3iv) no security deposit or portion thereof deposited with the landlord respect to such Lease has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property which has not been operated and maintained redeposited in accordance with applicable Lawfull; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (iiv) the use of each Leased Real Property by the Corporation other party to such Lease is permitted by Lawnot an Affiliate of, and (iii) all leasehold improvementsotherwise does not have any economic interest in, rent concessionsSeller or its Subsidiaries, free rents and similar inducements which are the responsibility of the landlord under or any of the Real Property Leases have been completedMember.

Leased Real Property. (i) There are no The attached “Leased Real Property Schedule” sets forth all Real Property Leases or relating to each Leased Real Property as of the Closing Date except as set forth on Schedule 3.1(z). (ii) Company. Except as set forth on Schedule 3.1(z), A. in the attached “Leased Real Property Schedule”, with respect to each Real Property Lease: (i) such Real Property Lease is a legal, valid, binding and enforceable against each of the parties thereto Company and is in full force and effect as and has not been modified, (ii) the transactions contemplated hereby do not require the consent of any other party to such Real Property Lease and will not result in a breach of or default under such Real Property Lease, and (iii) the Company is not in material breach or material default under any such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default or permit the termination, modification or acceleration of rent under such Real Property Lease. The Company has not received any notice of any default under any Real Property Lease that has not been cured or any other termination notice with respect thereto. The Company has made available to the Purchaser true, complete and correct copies of the Closing Date; B. Real Property Leases relating to the Leased Real Property. The Company has good and valid leasehold estates in all the Leased Real Property free and clear of all Liens, other than Permitted Liens. No Real Property Lease is subject to any material defenses, setoffs, or counterclaims, and no material obligations of any landlords or sublandlords thereunder are delinquent. The “Leased Real Property Schedule” contains a true, correct and complete list of each mortgage, deed of trust or other superior Lien granted to any third party by the applicable landlord under each Real Property Lease creates a valid Lease, in each case, which have been approved by the Company (each, an “Approved Landlord Lien”). Except for (A) Approved Landlord Liens or (B) mortgages, deeds of trust and binding leasehold interest other superior Liens granted to third parties by the applicable landlord under each Real Property Lease, in favour each case of this item (B), which have not been approved by the Company, the Real Property Leases are not subject to any ground lease, mortgage, deed of trust or other superior Liens or interests (including, for the avoidance of doubt, any present or future right to occupy any portion of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) that would entitle the Corporationholder thereof to interfere with or disturb the tenant’s possession use and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleased, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. the exercise of the tenant’s rights under the Real Property Leases so long as the tenant is not in respect of each default under the Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party . No options available to the lease and no event has occurred which, with the giving of notice or passage of time, or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right Company pursuant to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. exercised other than pursuant to a writing included in the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property Leases. There have been no, and the Company does not expect any, write-offs, abatements or other matters adversely affecting the use or occupancy of deferrals in rent under any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and Lease as a result of or otherwise arising out of COVID-19 or any COVID-19 Measures. The ability of the Corporation has not received notice that Company to perform all obligations required to be performed by it under any Leased Real Property Lease has not been operated and maintained in accordance with applicable Law; and H. materially limited or adversely affected by or as a result of COVID-19 or any COVID-19 Measures. To the Company’s Knowledge, the ability of each other party to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with Lease to perform all obligations required to be performed by it under the applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property Lease has not been materially limited or adversely affected by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility or as a result of the landlord under COVID-19 or any of the Real Property Leases have been completedCOVID-19 Measures.

Leased Real Property. (i) There are no Real Property Leases or Leased Real Property as Ibis does not own any real property and the ownership of any real property is not necessary for the operation of the Closing Date except as set forth on Schedule 3.1(z). (ii) Except as set forth on Schedule 3.1(z), A. each Real Property Lease is binding and enforceable against each of the parties thereto and is in full force and effect as of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the CorporationBusiness. Ibis does not lease, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleasedsublease, licensed, license or otherwise granted grant any Person the right to use any real property. Neither Isis nor any of its Affiliates leases, subleases, licenses or occupy occupies any real property used or occupied by, or necessary for the operation or conduct of, the Business. (ii) Schedule 3.1(w)(ii) sets forth the names of the lessor and lessee, the address of each parcel of real property used by Ibis (collectively, the “Leased Real Property”), and a list of all leases, subleases, licenses and other agreements (whether written or oral) (collectively, “Leases”) for each such Leased Real Property. None of the Leases is a ground lease. Ibis and Isis have delivered to AMI a true and complete copy of each such Lease document, and in the case of any oral Lease, a written summary of the material terms of such Lease. Ibis does not own any structures, improvements or fixtures located on any Leased Real Property (collectively, “Leasehold Improvements”) and no Leasehold Improvements other than those provided to Ibis under the Corporate Services Agreement are material to the operation of the Business. (iii) Each such Lease is legal, valid, binding, enforceable and in full force and effect. (iv) Neither Ibis nor, to Isis’ or Ibis’ Knowledge, any other party to a Lease is in breach or default under such Lease, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, could reasonably be expected to constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease and neither Ibis nor Isis has received notice that the Leased Real Property or is in violation of any portion thereof;Applicable Law. D. in respect of each Real Property Lease: (1v) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred which, with the giving of notice or passage of time, or both, would constitute a default by any party under the lease; (3) no No security deposit or portion thereof deposited with the landlord respect to such Lease has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation such Lease which has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted been redeposited in full. Neither Ibis nor any other security interest in the lease Person owes any brokerage commissions, finder’s fees, free rent or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation allowances with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completedLease.

Leased Real Property. The Assets do not include any owned real property. Schedule 3.4 sets forth a list of all real property in which Seller has a leasehold interest (i) There are no the “Leased Real Property”, with the leases or other Contracts evidencing such interests, and any amendments or modifications thereto or restatements thereof, being referred to as the “Real Property Leases”). Seller has provided Buyer with complete and accurate copies of all Real Property Leases. The Real Property Leases are in good standing and are valid, binding and enforceable in accordance with their respective terms and no party to any Real Property Lease has given Seller notice (whether written or oral) of, or made a claim with respect to, any breach or default thereunder. None of the Leased Real Property as is subject to any assignment, sublease or grant to any Person of any license or right to the use, occupancy or enjoyment of the Closing Date property or any portion thereof except that Crosscutting Concepts, LLC occupies 2,200 square feet of the Leased Real Property located on floor 2 of 1000 Xxxxxxxx Xxxxxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxxx Xxxxxxxx 00000, which sublease or occupation is in compliance with and will not (with or without notice or lapse of time) result in a violation of the Real Property Leases, except as set forth on Schedule 3.1(z). (ii) Except as set forth on Schedule 3.1(z), A. each 3.4. The Leased Real Property Lease is binding not subject to any lien or Encumbrances (other than the lien, if any, of current property Taxes and enforceable against each assessments not in default and other than as expressly provided for in the Real Property Leases). The Leased Real Property is not subject to any use restrictions, exceptions, reservations or limitations which in any respect interfere with or impair the present and continued use thereof in the Business. Seller has paid on or prior to the date hereof (after giving effect to the Closing) to the applicable landlord all rentals and other amounts due and payable under the Real Property Leases as of the parties thereto Closing. Seller has paid on or prior to the date hereof (after giving effect to the Closing) all required impositions under the Real Property Leases (e.g., Taxes, insurance, operating expense) up through and is in full force including the day of Closing to the extent the same were due and effect payable by or as of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there . There are no disputes with respect unpaid claims for labor or services done to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleased, licensed, or otherwise granted any Person the right to use upon or occupy materials furnished for the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time which liens or Encumbrances have been paid in full; (2) or may be filed and there is no default by judgment or Order of any party to court or Governmental Body that is or may become a lien or Encumbrance on the lease and no event has occurred which, with the giving of notice or passage of time, or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there Leased Real Property. There are no abatements of rent, bonuses, pending or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings Proceedings or claims relating to any Leased Real Property or other matters adversely affecting of the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completed.

Leased Real Property. (i) There are no Real Property Leases or The attached “Leased Real Property Schedule” sets forth the address of each Leased Real Property facility of the Company Group as of the Closing Date except as set forth on Schedule 3.1(z). (ii) date hereof and contains a complete and accurate list of all current Leases for such Leased Real Property. Except as set forth on Schedule 3.1(z), A. each in the attached “Leased Real Property Schedule”, with respect to each of the Leases for such Leased Real Property facility: (i) such Lease is legal, valid, binding and enforceable against each the member of the parties thereto Company Group which is party to such Lease and is in full force and effect as and has not been modified; (ii) the transactions contemplated hereby do not require notice to nor the consent of any other party to such Lease and will not result in a breach of or default under such Lease; (iii) no member of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the CorporationCompany Group, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect nor to the related Real Property Lease between landlord and tenant; and (3) Company’s Knowledge, the Corporation has not subleased, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any other party to the lease such Lease is in material breach or default under any such Lease, and no event has occurred or circumstance exists which, with the giving delivery of notice or notice, passage of time, time or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of such a breach or default or permit the termination, modification or acceleration of rent under the leasesuch Lease; (4iv) no Person member of the Company Group has received written notice that any contractual option party to any Lease intends to cancel, terminate or right refuse to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant renew such an option or right to do soLease; (5v) no member of the Corporation Company Group is a party to any sublease or similar arrangement under which any member of the Company Group is a sublandlord or otherwise makes available any portion of the Leased Real Property for use by any third party; and (vi) no member of the Company Group has not collaterally assigned or granted any other security interest in the lease such Lease or any interest therein; therein which will not be released at Closing. True, correct and (6) there are no abatements complete copies of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination each Lease have been given provided or received by the Corporation and/or any Subsidiary, prior made available to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completedPurchaser.

Leased Real Property. (ia) There are no Real Property Leases or Schedule 5.10(a) lists, as of the date of this Agreement, the street address of each parcel of Leased Real Property as and the identity of the Closing Date lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property. (b) Schedule 5.10(b) sets forth a true and complete list of all leases and subleases relating to the Leased Real Property and any and all ancillary documents pertaining thereto (including all amendments, modifications, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer and evidence of commencement dates and expiration dates) (each a "Real Property Lease"). A correct and complete copy of each Real Property Lease has been provided to the Buyer. With respect to each Real Property Lease, except as otherwise set forth on Schedule 3.1(z5.10(b), no Seller Party has exercised or given any notice of exercise, nor has any lessor or landlord exercised or received any notice of exercise of, any option, right of first offer or right of first refusal contained in any such lease or sublease, including, without limitation, any such option or right pertaining to purchase, expansion, renewal, extension or relocation (collectively, "Options"). (iic) Except as set forth on Schedule 3.1(z5.10(c), A. , each Real Property Lease is valid, binding upon and enforceable against each the Seller Party that is a party thereto, and, to the Knowledge of the parties thereto Sellers, each other party thereto. Each Real Property Lease is unmodified (except as set forth on Schedule 5.10(b) and is in full force and effect as effect. Each Seller Party is in peaceful and undisturbed possession of the Closing Date;space and/or estate it occupies under each Real Property Lease. B. (d) The rental payment set forth in each lease or sublease of the Leased Real Property is the actual rental being paid, and there are no separate agreements or understandings with respect to the same. All rent and other sums and charges payable by a Seller Party as lessee or sublessee under a Real Property Lease is current. Each Seller Party is in compliance in all material respects with the terms of each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by no termination event or condition or uncured default exists under any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) on the Corporation has not subleasedpart of any Seller Party or, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and Knowledge of the Sellers, the landlord, except as set forth on Schedule 5.10(d). Except as set forth on Schedule 5.10(d), no event has occurred and no condition exists which, with the giving of notice or passage the lapse of time, time or both, would constitute such a default by any party under or termination event or condition. Each Seller Party has the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or full right to purchase or acquire the Corporation’s interest exercise its respective Options contained in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), respective leases and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided subleases pertaining to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting on the use or occupancy terms and conditions contained therein and upon due exercise would be entitled to enjoy the full benefit of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection such Options with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completedrespect thereto.

Leased Real Property. The real property demised by the leases described on Schedule 2.16(a) (i) There are no Real Property Leases or the “Leased Real Property as Property”) constitutes all of the Closing Date except as set forth on Schedule 3.1(z). (ii) real property leased by Seller in connection with the Business. Except as set forth on Schedule 3.1(z),2.16(a): A. each (i) The Leased Real Property Lease is binding and enforceable against each of the parties thereto and is leases are in full force and effect as effect, and Seller or Xxxxxxx Mexico holds a valid, subsisting and enforceable leasehold interest under each such lease, subject to proper authorization and execution of such lease by the other party thereto and the application of any bankruptcy or creditor’s rights laws and in each case free and clear of all Encumbrances, except Permitted Encumbrances; (ii) Seller has delivered or made available to Buyer correct and complete copies of each of the Closing Dateleases described on Schedule 2.16(a), (including all extensions, renewals, guarantees, modifications, amendments and/or supplements thereto); B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporation(iii) neither Seller nor Xxxxxxx Mexico, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation as applicable, has not subleasedleased, licensed, subleased or otherwise granted to any Person the right to use or occupy the any Leased Real Property or any portion thereof; D. (iv) the rental amount set forth in respect of each Real Property Lease: such lease is the actual rental amount being paid (1) all payments due by the Corporation as at the Closing Time have been paid subject to escalations and other adjustments in full; (2) there is no default by any party to the lease and no event has occurred which, accordance with the giving of notice or passage of time, or both, would constitute a default by any party under the such lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and there are no separate agreements or understandings with respect to the Corporation same that have not been made available to Buyer; (v) neither Seller nor Xxxxxxx Mexico has not entered into received any agreement written notice from, or delivered any written notice to, in each case since January 1, 2017, any lessor of Leased Real Property alleging the occurrence of a material violation or material breach of a Contract relating to grant such an option or right to do so; Leased Real Property; (5vi) (A) the Corporation has not collaterally assigned or granted any other security interest Leased Real Property is reasonably adequate and reasonably suitable for their present uses, have no material defects, and are in all material respects in good operating condition and repair, subject to ordinary wear and tear and the lease or any interest therein; terms, covenants and condition of the applicable lease(s), and have been maintained in all material respects in accordance with normal industry practice, and (6B) there are no abatements of rentmaterial repairs, bonuses, replacements or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings regularly scheduled maintenance relating to any Leased Real Property that are currently being delayed or other matters adversely affecting the use deferred by Seller or occupancy Xxxxxxx Mexico; (vii) Seller has not received written notice that any portion of any Leased Real PropertyProperty is subject to any pending suit for condemnation or other taking by any Governmental Entity and no such condemnation or other taking is, to Seller’s Knowledge, threatened or contemplated; G. (viii) Seller and Xxxxxxx Mexico, as applicable, are in peaceful and undisturbed possession of the Corporation has received all requisite Government Authorizations required in connection with Leased Real Property, and there are no contractual or legal restrictions that preclude or restrict the operation ability of all Seller or Xxxxxxx Mexico to use such Leased Real Property for the purposes for which it is currently being used, except where any such restrictions would not materially impair the Business as currently conducted; (ix) all buildings, structures, fixtures (not including trade fixtures) and other improvements included in the Corporation has not received notice that any Leased Real Property has not been operated and maintained are in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies compliance in all material respects with all applicable Laws, including all applicable zoning by-lawsthose pertaining to health and safety, zoning, building and fire codes construction requirements and environmental lawsthe disabled; and (x) with respect to each Leased Real Property, (iiA) Seller or Xxxxxxx Mexico, as applicable, has access to and the rights of ingress and egress over, to and from public roads or through easements or other rights of way bounding such Leased Real Property, (B) such Leased Real Property is served by water, sewer, sanitary sewer and storm drain facilities and other utilities reasonably adequate in all material respects to service such Leased Real Property for its current uses, and (C) all utilities necessary to the continued use and enjoyment of each Leased Real Property by are located either in the Corporation is permitted by Law, and public right of way abutting such Leased Real Property (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the connected so as to serve such Leased Real Property Leases have been completedwithout passing over any other property) or in recorded perpetual easements serving such Leased Real Property.

Leased Real Property. (i) There Schedule 3.13 sets forth all leases ("Real Property Leases") pursuant to which Facilities are no leased by the Company and its Subsidiaries (as lessee), true and correct copies of which have been delivered to Buyer. Such Real Property Leases constitute all leases, subleases or other occupancy agreements pursuant to which the Company or any of its Subsidiaries occupy or use such Facilities. The Company or its Subsidiary has a good and valid leasehold interest in all leased property described in such Real Property Leases (the "Leased Real Property"), free and clear of any and all Encumbrances other than any Permitted Encumbrances. With respect to each such parcel of Leased Real Property as (A) to the knowledge of the Closing Date Company, there are no pending or threatened condemnation proceedings or Actions relating to such Leased Real Property, (B) except as set forth on in Schedule 3.1(z). (ii) Except as set forth on Schedule 3.1(z), A. each Real Property Lease is binding and enforceable against each 3.13, other than Permitted Encumbrances neither the Company or any of its Subsidiaries nor, to the knowledge of the parties thereto and is in full force and effect as of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the CorporationCompany, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect third party has entered into any sublease, license, option, right, concession or other agreement or arrangement, written or oral, granting to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleased, licensed, or otherwise granted any Person (other than the Company and its Subsidiaries) the right to use or occupy the such Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: thereof or interest therein (1C) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred which, with the giving of notice or passage of time, or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation Company has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements received written notice of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the CorporationCompany, threatened, condemnation or other proceedings threatened special assessment relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all such Leased Real Property and (D) the Corporation has not received notice that any Company and its Subsidiaries enjoy peaceful and undisturbed possession of the Leased Real Property. (ii) With respect to each such Real Property Lease listed in Schedule 3.13 and except as set forth therein, (A) there has not been operated and maintained in accordance with applicable Law; and H. no material default under any such Real Property Lease by the Company or any of its Subsidiaries or, to the knowledge of Simmax and the CorporationCompany, by any other party thereto, (iB) each Leased such Real Property complies with all applicable Laws, including all applicable zoning by-laws, building Lease is in full force and fire codes and environmental lawseffect, (iiC) no action has been taken by the use Company or any of each Leased its Subsidiaries and, to the knowledge of the Company no event has occurred which, with notice or lapse of time or both, would permit termination, modification or acceleration by a party thereto other than the Company or its Subsidiaries, without the consent of the Company or its Subsidiaries, under any such Real Property by Lease that is material to the Corporation Company and its Subsidiaries, (D) to the knowledge of the Company, no party has repudiated in writing any term thereof or threatened in writing to terminate, cancel or not renew any such Real Property Lease that is permitted by Law, material to the Company and its Subsidiaries and (iiiE) all leasehold improvementsneither the Company nor its Subsidiaries has assigned, rent concessionstransferred, free rents and similar inducements which are the responsibility of the landlord under conveyed, mortgaged or encumbered any of the Real Property Leases have been completedinterest therein or in any leased property subject thereto (or any portion thereof).

Leased Real Property. (a) Schedule 3.17(a) sets forth a true and complete list of all Real Property and interests in Real Property leased, subleased or occupied by the Company, in each case as of the date of this Agreement and other than the Other Inventory (“Leased Real Property”). The Company has delivered to Buyer a true and complete copy of each such lease, sublease or occupancy agreement, together with all amendments thereto, with respect to any Leased Real Property (“Real Property Leases”), and in the case of any oral Real Property Lease, a written summary of the material terms thereof. With respect to each Real Property Lease, (i) There are no Real Property Leases or Leased Real Property as of the Closing Date except as set forth on Schedule 3.1(z). (ii) Except as set forth on Schedule 3.1(z), A. each Real Property such Lease is binding legal, valid, binding, enforceable and enforceable against each of the parties thereto and is in full force and effect as effect, and the Company is in possession of such leased property and is the Closing Date; B. each tenant under all such Real Property Leases, (ii) neither the Company nor, to the knowledge of Seller, any other party to such Lease creates is in breach or default under such Lease in any material respect, and, to the knowledge of Seller, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a valid breach or default, or permit the termination, modification or acceleration of rent under such Lease and binding leasehold interest in favour of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1iii) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation Company has not subleased, licensed, licensed or otherwise granted any Person anyone the right to use or occupy such Leased Real Property or any portion thereof. (b) There is no condemnation, expropriation or other proceeding in eminent domain, pending or, to the knowledge of Seller, threatened, affecting any parcel of the Leased Real Property or any portion thereof or interest therein. All utility services or systems for the Leased Real Property have been installed and are operational and sufficient for the operation of the Business as currently conducted thereon. To the knowledge of Seller, the classification of each parcel of Leased Real Property under applicable zoning laws, ordinances and regulations permits the use and occupancy of such parcel and the operation of the Business as currently conducted thereon, and permits the improvements located thereon as currently constructed, used and occupied. To the knowledge of Seller, there are sufficient parking spaces, loading docks and other facilities at such parcel to comply with such zoning laws, ordinances and regulations. To the knowledge of Seller, the Leased Real Property, or any easement affecting the Leased Real Property, does not violate any building lines or set-back lines, and there are no encroachments onto the Leased Real Property or any portion thereof;. D. (c) Except as set forth in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is Schedule 3.17(c), no default by any party to the lease and no event has occurred which, with the giving of notice or passage of time, or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord work has been applied in respect of a breach performed on or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation materials supplied with respect to the lease; E. no notices Leased Real Property within any applicable statutory period which could give rise to mechanics’ or materialmen’s liens; all bills and claims for labor performed and materials furnished to or for the benefit of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, Leased Real Property for all periods prior to dissolution the Closing have been, or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution Closing, will be, paid or windproperly accrued on the Pre-upClosing Balance Sheet in full (or incurred in the Ordinary Course of Business since the date of the Pre-Closing Balance Sheet), received notice that there are any pending orand, to the knowledge of Simmax and/or Seller, there are no mechanics’ or materialmen’s liens, whether or not perfected, on or affecting any portion of the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completed.

Leased Real Property. (a) Schedule 3.11(a) sets forth the address of each parcel of Leased Real Property, and a list of all Leases for each such Leased Real Property. Each Seller has delivered or Made Available to Buyer a true and complete copy of each such Lease document (including any related documents or agreements, including license agreement and service or executive suite arrangements), and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each of the Leases: (i) There are no Real Property Leases Each Seller that is party to such Lease either (A) has paid all rent due and payable thereunder, has completed, and paid all costs required to be paid by such Seller relating to, all improvements required to be completed by such Seller under such Lease, or Leased Real Property as of the Closing Date except as set forth on Schedule 3.1(z).(B) shall pay all such amounts at or prior to Closing; (ii) Except as set forth on Schedule 3.1(z), A. each Real Property such Lease is binding valid, binding, enforceable and enforceable against each in full force and effect; (iii) subject to Bankruptcy Court approval, the consummation of the parties thereto Transactions (including the assignment of the Lease to Buyer (or to a Buyer Subsidiary, if applicable)) does not require the consent of any other party to such Lease (or, in the case of any Lease that is a sublease, the consent of any other party to the underlying lease), and will not result in a breach of or default under such Lease (or, in the case of any Lease that is a sublease, the underlying lease), and will not otherwise cause such Lease (or, in the case of any Lease that is a sublease, the underlying lease) to cease to be valid, binding, enforceable and in full force and effect as on identical terms following the Closing; (iv) to the Knowledge of Seller, there are no material disputes (including with any contractors or subcontractors), oral agreements, or forbearance programs in effect, in each case involving any Seller or any other party to any Lease, with respect to such Lease; (v) except with respect to Bankruptcy Ipso Facto Provisions, no Seller, and to the Knowledge of Sellers none of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporationother parties thereto (and, in the subject Leased Real Propertycase of any Lease that is a sublease, to the Knowledge of Sellers none of the parties thereto) are, in breach of or default under such Lease, and to the Knowledge of Sellers, no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a breach or default by Seller (or, in the case of any Lease that is a sublease, by any party to the underlying lease), or permit the termination, modification or acceleration by the other party thereto (or, in the case of any Lease that is a sublease, any party to the underlying lease) of rent or any other obligation under such Lease (or, in the case of any Lease that is a sublease, under the underlying lease); C. (vi) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of each Leased Real Property: a breach of or default under such Lease; (1vii) the Corporationno Seller owes any brokerage commissions or finder’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes fees with respect to such Lease; (viii) all facilities leased or subleased thereunder have received all material approvals of Governmental Entities (including Permits) required in connection with the related Real Property Lease between landlord operation thereof and tenant; have been operated and maintained in accordance with applicable Law in all material respects; (3ix) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the Corporation operation of said facilities; (x) no Seller has not subleased, licensed, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred which, with the giving of notice or passage of time, or both, would constitute a default by any party under the lease; (3xi) no security deposit or portion thereof deposited with the landlord Seller has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest Lien in the lease such Lease or any interest therein; and (xii) Schedule 3.11(a)(xii) sets forth the expiration date under such Lease, the current monthly rental payment and (6) there are no abatements the amount of rent, bonuses, the security deposit currently held by or other inducements provided to for the Corporation landlord on behalf of any Seller with respect to the lease;such Lease. E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any (b) The Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received comprises all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under real property used in the business of Sellers; and no Seller is a party to any of the Real Property Leases have been completedagreement or option to purchase any real property or interest therein. No Seller owns any real property or any interest therein.

Leased Real Property. (i) There are no Real Property Leases or Leased Real Property as The Seller has made available to the Purchaser a true and complete copy of each Lease included in the Acquired Assets. Each such Lease is legal, valid, binding, enforceable and in full force and effect. Except for the consent of the Closing Date except as set forth on Schedule 3.1(z). (ii) Except as set forth on Schedule 3.1(z), A. each Real Property Lease is binding and enforceable against each landlord to the Warehouse Sublease, consent of the parties thereto landlord to the San Jose Office Lease, consent ox xxe landlord to the Norcross Office Sublease, and is the consent of the mortgagee of the Tampa Bay Premises to the Lease thereof contemplated hereby, the transactions contemplated by this Agreement do not require the consent of any other party to such Lease except for such consents as have been obtained, will not result in a breach of or Default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect as on identical terms following the Closing. To the Knowledge of the Closing Date; B. each Real Property Seller, neither the Seller nor any other party to such Lease creates is in breach or Default under such Lease, and, to the Seller's Knowledge, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a valid and binding leasehold interest in favour breach or Default, or permit the termination, modification or acceleration of rent under such Lease. To the CorporationSeller's Knowledge, in the subject Leased Real Property; C. no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of each Leased Real Property: (1) a breach or Default under such Lease which has not been redeposited in full. The Seller does not owe and will not owe in the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by future, any Person; (2) there are no disputes brokerage commissions or finder's fees with respect to any such Lease. The other party to any such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the related Real Property Lease between landlord and tenant; and (3) the Corporation Seller. The Seller has not subleased, licensed, licensed or otherwise granted any Person the right to use or occupy the such Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred which, with the giving of notice or passage of time, or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation . The Seller has not collaterally assigned or granted any other security interest in the lease such Lease or any interest therein; . Seller enjoys peaceful and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, undisputed possession under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completedLease.

Leased Real Property. Section 4.13 of the Disclosure Schedules sets forth the real property leased by Seller and used in or necessary for the conduct of the Business as currently conducted (together with all rights, title and interest of Seller in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the -Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which Seller holds any Leased Real Property (collectively, the “Leases-). Seller has delivered to Buyer a true and complete copy of each Lease. Seller has not received any written notice of existing, pending or threatened (a) condemnation proceedings affecting the Leased Real Property, or (b) zoning, building code or other moratorium violations or proceedings, or similar matters. Neither the whole nor any material portion of the Leased Real Property has been damaged or destroyed by fire or other casualty. With respect to each Lease: (i) There are no Real Property Leases or Leased Real Property as of the Closing Date except as set forth on Schedule 3.1(z). (ii) Except as set forth on Schedule 3.1(z), A. each Real Property such Lease is binding valid, binding, enforceable and enforceable against each of the parties thereto and is in full force and effect as effect, and Seller enjoys peaceful and undisturbed possession of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1ii) the Corporation’s possession and quiet enjoyment of the leased premises Seller is not being disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleasedin breach or default under such Lease, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred or circumstance exists which, with the giving delivery of notice, passage of time or both, would constitute such a breach or default, and Seller has paid all rent due and payable under such Lease; (iii) Seller has not received nor given any notice of any default or event that with notice or passage lapse of time, or both, would constitute a default by Seller under any of the Leases and, to the Knowledge of Seller, no other party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied is in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal)thereof, and the Corporation no party to any Lease has not entered into exercised any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation termination rights with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation (iv) Seller has notnot subleased, nor had any Subsidiary, prior to dissolution assigned or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating otherwise granted to any Person the right to use or occupy such Leased Real Property or other matters adversely affecting the use any portion thereof, and (v) Seller has not pledged, mortgaged or occupancy of otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completed.

Leased Real Property. Section 3.11(b) of the Company Disclosure Schedule contains a true, correct and complete list, as of the date hereof, of all of the existing leases, subleases, licenses or other agreements pursuant to which any Acquired Company uses or occupies, or has the right to use or occupy, now or in the future, any real property that provides for payments by the Acquired Companies in excess of $500,000 per annum (such property, the “Leased Real Property,” and each such lease, sublease, license or other agreement, a “Lease”). The Company has made available to the Purchaser true, correct and complete copies of all Leases (including all material amendments, extensions, renewals, guaranties and other agreements with respect thereto). With respect to each Lease and except as would not have a Company Material Adverse Effect or materially and adversely affect the current use by the Acquired Companies of the Leased Real Property, (i) There are no Real Property Leases or Leased Real Property as to the Knowledge of the Closing Date except as set forth on Schedule 3.1(z). (ii) Except as set forth on Schedule 3.1(z), A. each Real Property Lease is binding and enforceable against each of the parties thereto and is in full force and effect as of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the CorporationCompany, in the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleased, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property such Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred which, with the giving of notice or passage of time, or both, would constitute a default by any party under the lease; (3ii) no security deposit or portion thereof deposited with the landlord Acquired Company has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease such Lease or any interest therein; and (6iii) there are no abatements Liens (other than Permitted Liens) on the estate or interest created by such Lease. An Acquired Company has valid leasehold estates in the Leased Real Property, free and clear of rentall Liens (other than Permitted Liens). Neither an Acquired Company, bonuses, or other inducements provided nor to the Corporation with respect Knowledge of the Company, any other party to the lease; E. no notices Lease is in material breach of defaultor default pursuant to any Lease, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened event has occurred that with notice or lapse of time or both would constitute a material breach or default thereunder by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending an Acquired Company or, to the knowledge Knowledge of Simmax and/or the CorporationCompany, threatenedany other party thereto. To the Knowledge of the Company, there are no pending or threatened condemnation or other proceedings relating to against the Leased Real Property. Except as would not have a Company Material Adverse Effect, (x) the Leased Real Property is in good operating condition and repair, reasonable wear and tear excepted, and is suitable for the uses for which they are being used and (y) the operations of the Acquired Companies do not nor does any Leased Real Property violate any applicable building code, zoning requirement or other matters adversely affecting the use Law relating to such property or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completedoperations thereon.

Leased Real Property. All of the real property leased by Ferex or any Ferex Subsidiary as tenant or lessee is identified on SCHEDULE 4.8(b) (i) There are no collectively referred to herein as the "Ferex Leased Real Property Leases or Property"). The copies of the leases of the Ferex Leased Real Property as (collectively, the "Leases") delivered by Ferex and the Ferex Subsidiaries to Recycling and the information with respect to each of the Closing Date Leases set forth on SCHEDULE 4.8(b) are complete, accurate, true and correct. With respect to each of the Leases, except as set forth on Schedule 3.1(z).SCHEDULE 4.8(b): (iii) Except as set forth on Schedule 3.1(z), A. each Real Property Lease is binding and enforceable against each of the parties thereto and Leases is in full force and effect as and has not been modified, amended or altered, in writing or otherwise; (ii) all obligations of the Closing Datelandlord or lessor under the Leases which have accrued have been performed, and to the best of the Knowledge of Ferex or any Control Shareholders, no landlord or lessor is in default under any Lease; B. each Real Property Lease creates a valid and binding leasehold interest in favour (iii) all obligations of the Corporation, in tenant or lessee under the subject Leased Real Property; C. in respect of each Leased Real Property: (1) the Corporation’s possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no disputes with respect to the related Real Property Lease between landlord and tenant; and (3) the Corporation has not subleased, licensed, or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time Leases which have accrued have been paid performed, neither Ferex nor any Ferex Subsidiary is in full; (2) there is no default by under any party to the lease Lease, and no event has occurred circumstance presently exists which, with the giving of notice or the passage of time, or both, would constitute give rise to a default by Ferex or any party Ferex Subsidiary; (iv) Ferex and each Ferex Subsidiary have obtained the consent of each landlord or lessor under any Leases whose consent is required to consummate the lease; (3) no security deposit Share Exchange, and the Share Exchange will not give any landlord or portion thereof deposited with the landlord has been applied in respect of lessor under any Lease any remedy, including, without limitation, any right to declare a breach or default under the lease; any Lease; (4v) no Person has any contractual option either Ferex or right to purchase or acquire the Corporation’s a Ferex Subsidiary holds a good, valid and enforceable leasehold interest in the lease or Ferex Leased Real Property pursuant to the leasehold interest created thereby (including without limitation any Leases, subject only to the right of first refusal)reversion of the landlord or lessor under the Leases, and the Corporation has not entered into any agreement to grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or Ferex and the CorporationControl Shareholders, threatenedfree and clear of all other prior or subordinate interests, condemnation including, without limitation, mortgages, deeds of trust, ground leases, leases, subleases, assessments, tenancies, claims, covenants, conditions, restrictions, easements, judgments or other proceedings relating to any encumbrances or matters affecting title, and free of encroachments onto or off of the Ferex Leased Real Property, except for (x) easements, covenants, restrictions and similar encumbrances that do not and could not materially interfere with the use of the Ferex Leased Real Property as currently used, and (y) minor encroachments that do not and could not adversely affect the value or other use of the Ferex Leased Real Property as currently used and improved and that could be removed without material cost ((x) and (y) are collectively referred to as "Permitted Liens"), and except for matters adversely affecting set forth on SCHEDULE 4.8(b); (vi) except as set forth on SCHEDULE 4.8(B), there are no material defects in the use or occupancy physical condition of any improvements constituting a part of the Ferex Leased Real Property; G. , including, without limitation, structural elements, mechanical systems, roofs or parking and loading areas, and all of such improvements are in satisfactory operating condition and repair for the Corporation has received all requisite Government Authorizations required in connection with business as currently operated. Except as set forth on SCHEDULE 4.8(b), none of the operation of all Ferex Leased Real Property is subject to special flood or mudslide hazards or within the 100 year flood plain. To the Knowledge of Ferex or the Control Shareholder, all water, sewer, gas, electric, telephone, drainage and other utilities required by law or necessary for the Corporation has not received notice that any current or presently planned operation of the Ferex Leased Real Property has not have been operated installed and maintained in accordance with applicable Lawconnected pursuant to valid permits, and are sufficient to service the Ferex Leased Real Property; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completed.

Leased Real Property. (i) There are no Real Property Leases or Leased Real Property as of the Closing Date except as set forth on Schedule 3.1(z). (ii) Except as set forth on Schedule 3.1(z), A. each Real Property Lease is binding and enforceable against each Section 4.9(a) of the parties thereto and is in full force and effect as of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the CorporationDisclosure Schedule, in the subject Leased Real Property; C. in with respect of to each Leased Real Property: (1i) the Corporation’s possession and quiet enjoyment related Transferred Lease is (and, in the case of the leased premises is not being disturbed by any PersonNB Lease, as of the Closing will be) in full force and effect; (2ii) the tenant under the related Transferred Lease has (and, in the case of the NB Lease, as of the Closing will have) possession of such Leased Real Property; (iii) if such Leased Real Property is the subject of a Transferred Lease, to the knowledge of Contributor, there are no disputes with existing defaults in any material respect on the part of Contributor or any other party to the related Transferred Lease, and no event has occurred which, with the delivery of notice or the passage of time, or both, would constitute a default in any material respect, or permit the termination, modification, or acceleration of rent under such Transferred Lease; (iv) to the extent the premises covered by the NB Lease are or will be subject to a lease or sublease with a third-party tenant, Contributor has performed in all material respects all of its obligations under such lease or sublease, including any environmental remediation work; (v) if such Leased Real Property Lease between landlord and tenant; and (3) is the Corporation subject of a Transferred Lease, Contributor has not subleased, licensed, licensed or otherwise granted any Person the right to use or occupy the such Leased Real Property or any portion thereof; D. in respect of each such Leased Real Property; (vi) if such Leased Real Property is the subject of a Transferred Lease: (1) all payments due by , the Corporation as at assignment or transfer of the Closing Time have been paid in full; (2) there is no default by related Transferred Lease pursuant to this Agreement does not require the Consent of any other party to the lease and no event has occurred whichsuch Transferred Lease, with the giving of notice or passage of time, or both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied will not result in respect of a breach of or default under such Transferred Lease, or otherwise cause such Transferred Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the leaseClosing; and (4vii) no Person Contributor has any contractual option or right to purchase or acquire the Corporation’s interest not (and, in the lease or case of the leasehold interest created thereby (including without limitation any right NB Lease, as of first refusal), and the Corporation has Closing will not entered into any agreement to grant such an option or right to do so; (5have) the Corporation has not collaterally assigned or granted any other security interest in the lease related Transferred Lease or NB Lease, as applicable, or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any Leased Real Property; G. the Corporation has received all requisite Government Authorizations required in connection with the operation of all Leased Real Property and the Corporation has not received notice that any Leased Real Property has not been operated and maintained in accordance with applicable Law; and H. to the knowledge of Simmax and the Corporation, (i) each Leased Real Property complies with all applicable Laws, including all applicable zoning by-laws, building and fire codes and environmental laws, (ii) the use of each Leased Real Property by the Corporation is permitted by Law, and (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are the responsibility of the landlord under any of the Real Property Leases have been completed.