Common use of Leased Real Property Clause in Contracts

Leased Real Property. Section 4.16(b) of the Company Disclosure Letter sets forth a complete and accurate list of all Real Property Leases covering all real property leased or subleased to any Company Entity (such real property, the “Leased Real Property”) and specifies the Company Entity that is a party to such Real Property Lease and any guarantors with respect thereto. The Company has made available to the Parent correct and complete copies of all Real Property Leases. With respect to each Real Property Lease or Leased Real Property, as the case might be, except as set forth in Section 4.16(b) of the Company Disclosure Letter, as of the Signing Date: (i) such Real Property Lease relates to use of existing premises (and is not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease is in full force and effect; (iii) to the Company’s Knowledge, there are no material disputes, oral agreements, or forbearance programs in effect as to such Real Property Lease; (iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property Lease.

Leased Real Property. Section 4.16(b3.17(b)(i) of the Company Disclosure Letter Schedule sets forth a complete and accurate list list, as of the date of this Agreement, of all Real Property Leases covering of the existing leases, subleases or other agreements, and all amendments, if any, thereto (collectively, the “Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property leased or subleased to any Company Entity (such real property, the “Leased Real Property”) and specifies including with respect to each Lease, the Company Entity that is a party to such Real Property name of the lessor, the date of the Lease and any guarantors with respect theretoeach amendment thereto made as of the date of this Agreement. The Company has heretofore made available to the Parent true, correct and complete copies of all Real Property LeasesLeases (including all modifications, amendments, terminations, supplements, waivers and side letters thereto). With respect to each Real Property Lease or The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, as the case might be, except as set forth in free and clear of all Liens other than Permitted Liens. Section 4.16(b3.17(b)(ii) of the Company Disclosure LetterSchedule sets forth a complete list, as of the Signing Date: (i) such Real Property Lease relates date of this Agreement, of all of the existing Leases granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of existing premises (and is not a ground lease); (ii) to the Company’s KnowledgeLeased Real Property. Each of the Leases is, no party to such Real Property Lease has repudiated any in all material provision thereof and such Real Property Lease is respects, valid, in full force and effect; (iii) to effect and enforceable against the Company’s Knowledge, there are no Company or the applicable Subsidiary party thereto. Neither the Company nor any of its Subsidiaries is in material disputes, oral agreementsbreach of or default under, or forbearance programs in effect as to such Real Property Lease; (iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or granted to any Person any option or right of use or occupancy received written notice of any portion material breach of such Leased Real Property or right of first refusal to acquire default under, any interest in the leasehold Lease, and, to the knowledge of the Company’s Knowledge, no Person event has claimed any occurred that with notice or lapse of time or both would constitute such rights a breach or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated default thereunder by the Company Business, and to or any of its Subsidiaries or any other party thereto. To the knowledge of the Company’s Knowledge, the Company or its applicable Subsidiary has adequate rights of ingress and egress into the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property Lease.

Leased Real Property. Section 4.16(b3.19(b) of the Company Disclosure Letter Schedule sets forth a true and complete list (including the store number, names of the lessor, lessee, and accurate list the address) of all Real Property Leases covering all the land, building, fixtures or other real property leased in which the Company or subleased to its any of its Subsidiaries has a leasehold, subleasehold, license, concession or other real property right or interest under the Leases, as hereinafter defined, or which is used by the Company Entity as lessee (such real propertycollectively, the “Leased Real Property”), and a list of all the leases, subleases, amendments, extensions, renewals, guaranties, licenses, concessions and other agreements (whether written or oral) and specifies the Company Entity that is a party to (collectively, “Leases”) for each such Leased Real Property Lease and any guarantors with respect theretoProperty. The Company has delivered or made available to the Parent correct Buyer a true and complete copies copy of all Real Property Leases. With respect to each Real Property such Lease or Leased Real Propertydocument, as and in the case might beof any oral Lease, except a written summary of the material terms of such Lease. Except as set forth in on Section 4.16(b3.19(b) of the Company Disclosure LetterSchedule, as with respect to each of the Signing DateLeases: (i) such Real Property Lease relates to use of existing premises (and is not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property each Lease is legal, valid, binding, enforceable in accordance with its terms and in full force and effect; (ii) the Leases constitute all written and oral agreements of any kind for the leasing, rental, use or occupancy of the Leased Real Property and are the result of bona fide arms length negotiations between the parties; (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, the transactions contemplated by this Agreement do not require the consent of or notice to any other party to such Lease, will not result in a breach of or default under such Lease, will not give rise to any recapture or similar rights, and will not 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) the Company and its Subsidiaries’ possession and quiet enjoyment of the Leased Real Property have not been disturbed; (v) to the Company’s Knowledge, there are no material disputesdisputes with respect to the Leases, oral agreementsno party to any Lease is in breach or default under such Lease, and 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 forbearance programs in effect as to such Real Property Lease; (iv) no Company Entity has subleasedpermit the termination, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, modification or encumbered any interest in the leasehold or granted to any Person any option or right acceleration of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) neither the Company Entity that is a party nor any of its Subsidiaries has granted any option to such Real Property Lease has received all approvals purchase, right of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Businessfirst refusal, and right of first offer, or other agreement granting any person or entity any right to the Company’s Knowledgeacquire, sublease or use the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable LawsProperty; (vii) no security deposit or portion thereof deposited with respect to such Leased Real Property is supplied with utilities and other services necessary for the operation Lease has been applied in respect of a breach or default under such Leased Real Property as currently operated by the Company BusinessLease which has not been redeposited in full; (viii) there are no Persons (other than the Company Entities) in possession of does not owe any brokerage commissions or finder’s fee with respect to such Leased Real PropertyLease; (ix) there are no defaults by unsatisfied capital expenditure requirements or remodeling obligations of the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Leasethan ordinary maintenance and repair obligations; (x) the copies of other party to such Real Property Lease delivered by is not an Affiliate of, and otherwise does not have any economic interest in, the Company to the Parent are true, correct and complete copies thereofCompany; (xi) no written waiverthe Company has not assigned, indulgencetransferred, sublet, or postponement of granted any person the landlord’s obligations under any right to use or occupy such Leased Real Property has been grantedother than to licensees and concessionaires or granted any other security interest in such Lease or any interest therein; (xii) no the Company Entity has given or received any notice that disputes a good and valid leasehold interest in the computation of rents or charges payable pursuant to the Leased Real Property Leases, free and there are no unresolved disputes with any landlord under any Real Property Leaseclear of all Encumbrances other than Permitted Encumbrances; (xiii) no none of the Leases are capital leases except those listed on Section 3.19(b)(xiii) of the Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property LeaseDisclosure Schedule; and (xiv) those Leases identified on Section 3.19(b) of the Company Disclosure Schedule with an asterisk (*) are ground leases (each, a “Ground Lease” and collectively, the “Ground Leases”). Either the Company or one of its Subsidiaries owns all security deposits required under each Real Property Lease has been paid buildings and structures on the land encumbered by such Ground Leases subject to and are being held by as set forth in the landlord with respect to terms of such Real Property LeaseGround Leases.

Leased Real Property. Section 4.16(b(a) of the Company Disclosure Letter sets forth a complete and accurate list of all Real Property Leases covering Schedule ‎4.09(a) identifies all real property leased or subleased to any or used by the Company Entity as of the date hereof, including the landlord’s name (such real property, the “Leased Real Property”) and specifies the Company Entity that is a party to such Real Property Lease and any guarantors with respect thereto). The Company has made available to the Parent correct and complete copies of all Real Property Leases. With respect to each Real Property Lease or Leased Real Property, as the case might be, except as set forth in Section 4.16(b) of the Company Disclosure Letter, as of the Signing Date: (i) such Real Property Lease relates to use of existing premises (and is not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease is in full force and effect; (iii) to the Company’s Knowledge, there are no material disputes, oral agreements, or forbearance programs in effect as to such Real Property Lease; (iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such All Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, leased to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company pursuant to the Parent are written leases, true, correct and complete copies thereof; of which have been previously delivered to the Purchaser (xi) no written waivercollectively the “Real Property Leases”). The Company has a valid leasehold interest in the Leased Real Property, indulgencefree and clear of all Encumbrances. Other than as set forth in Schedule ‎4.09(a), or postponement of the landlord’s obligations under Company has not subleased any Leased Real Property has been granted; (xii) and the Leased Real Property is not otherwise subject to any third-party licenses, concessions, leases or tenancies of any kind. The Real Property Leases are in full force and effect and there are no Company Entity has given other amendments, agreements or received any notice that disputes the computation of rents or charges payable pursuant understandings relating to the Real Property Leases. All rent, additional rent and other charges due under the Real Property Leases were paid in full through the end of the month applicable to the Closing Date. There are no material defaults on the part of the Company or the landlord under the Real Property Leases. The Company has performed all of its obligations to be performed under the Real Property Leases. To the Knowledge of the Company, there are no unresolved disputes with claims by any landlord against the Company under the Real Property Leases. There are no rent concessions, abatements, or contributions owed to the Company under any Real Property Lease;Leases. (xiiib) no Except as set forth on Schedule ‎4.09(b), the Company Entity has given not received written notice that the use or occupancy of the Leased Real Property violates in any notice material respect any covenants, conditions or restrictions that encumber such property, or that any such property is subject to any restriction for which any material permits necessary to the landlord under any Real Property Lease indicating that a Company Entity will or will current use thereof have not be exercising any extension or renewal options under such Real Property Lease; andbeen obtained. (xivc) all security deposits required under each Real Property Lease has been paid to and There are being held by the landlord no pending or threatened condemnation Proceedings with respect to such any portion of the Leased Real Property. There are no actual or threatened or imminent changes in the present zoning of any Leased Real Property Leaseor any part thereof or any restrictions, limitations or regulations issued, or proposed or under consideration by any Governmental Entity having or asserting jurisdiction over the Leased Real Property.

Leased Real Property. (a) Neither the Company nor any of its Subsidiaries owns any real property. Section 4.16(b3.16(a) of the Company Disclosure Letter sets forth a complete and accurate list of all Real Property Leases covering Schedule lists all real property leased or subleased to the Company or any of its Subsidiaries as of the date of this Agreement or leased by an Affiliate of the Company Entity or any of its Subsidiaries and used in the conduct of the business of the Company or any of its Subsidiaries (such real property, the “"Leased Real Property”) and specifies "). Neither the Company Entity that is a party to such nor any of its Subsidiaries uses any real property other than the Leased Real Property Lease and any guarantors with respect theretoProperty. The Company has made available to the Parent true, correct and complete copies of the leases and subleases (as amended to date) 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 (each, a "Real Property Lease" and, collectively, the "Real Property Leases. "). (b) With respect to each Real Property Lease or Leased Real PropertyLease, as the case might be, except as set forth in Section 4.16(b) of the Company Disclosure Letter, as of the Signing Dateall material respects: (i) such Real Property Lease relates to use is a legal, valid and binding obligation of existing premises (the Company or its applicable Subsidiary, and is not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease is in full force and effect; (ii) neither the Company or its applicable Subsidiary, nor, to the Company's or any of its Subsidiaries' knowledge, any other party to such Real Property Lease is in breach or default, and, to the Company's or any of its Subsidiaries' knowledge, no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification or acceleration thereunder; and (iii) to the Company’s Knowledge's or any of its Subsidiaries' knowledge, there are no material disputes, oral agreements, agreements or forbearance programs in effect as to the Real Property Leases. (c) The Leased Real Property is sufficient for the continued conduct of the respective businesses of the Company and its Subsidiaries in substantially the same manner as such businesses are currently conducted. (d) The Real Property Leases cover all of the Leased Real Property currently utilized by the Company or any of its Subsidiaries; the property covered by such Real Property Lease;Leases may legally be used for such operations conducted thereon and all necessary access from public roads and all required utilities are legally and validly available to the property; the improvements on the properties or their use do not violate any existing covenants, restrictions or easements nor encroach any adjacent property not owned by the landlords under such Real Property Leases; the improvements on the properties are in commercially reasonable operating condition and repair and are suitable for the purposes for which they are currently used; and the tenants have (and will in the future have) commercially reasonable non-disturbance assurances upon all of the terms and conditions of the Real Property Leases from all holders of mortgages, deeds of trust and other superior Liens and from all lessors of underlying or ground leases. No repairs or replacements of any portion of the property covered by the Real Property Leases are required on the part of the Company or any of its Subsidiaries to comply with Applicable Law or to maintain good order and repair, which are beyond normal routine maintenance. (ive) no Neither the Company Entity nor any of its Subsidiaries, as applicable, has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, trust or encumbered any of its interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property Lease.

Leased Real Property. Section 4.16(b(a) of Neither the Company Disclosure Letter sets forth a complete and accurate list of all Real Property Leases covering nor any Subsidiary owns, directly or indirectly, any real property. Schedule 4.11(a) lists all real property used in the conduct of the Business and leased or subleased to the Company or any Company Entity Subsidiary (such real property, the “Leased Real Property”) and specifies identifies the Company Entity that is lessor, rental rate, lease term, expiration date and existence of a party to such Real Property Lease and any guarantors with respect theretorenewal option. The Company has made available to Buyer prior to the Parent correct Closing true, accurate and complete copies of all the leases and subleases listed on Schedule 4.11(a) (as amended to date) (each, a “Real Property Leases. With respect to each Lease”). (b) To the Knowledge of the Company, (i) there are no actions, suits, claims, demands or proceedings of any kind or nature, legal or equitable, affecting the Leased Real Property Lease or any portion thereof to which the Company or any Subsidiary is a party, and (ii) there are no Liens, special assessments, easements, reservations, restrictions or covenants other than matters of public record affecting the Company's or any Subsidiary’s interest in any of the Leased Real Property. (c) Neither the Company nor its Subsidiaries has any actual or potential continuing liability in respect of any other property formerly owned or occupied by the Company or its Subsidiaries either as original contracting party or by virtue of any direct covenant having been given on a sale or assignment by the Company or its Subsidiaries or under an authorised guarantee agreement. (d) Neither the Company nor its Subsidiaries retains any liability as a guarantor or surety for the obligations of any other Person in relation to any property now or formerly owned, as leased, occupied or used by any such Person. (e) No planning contravention notices, breach of condition notices, enforcement notices or stop notices have been issued by any local planning authority to the case might be, except as set forth Company or any Subsidiary in Section 4.16(brespect of the Leased Real Property nor have any other enforcement action (including the exercise of any right of entry or proceedings for injunctive relief) been taken by any such authority in relation to the Company or any Subsidiary and no such notice has been threatened and to the Knowledge of the Company Disclosure Letterthere are no circumstances which may lead to the same. (f) To the Knowledge of the Company, there are no compulsory purchase notices, orders, proposals, schemes or resolutions made or contemplated affecting the Leased Real Property or the building of which it forms part. (g) The existing uses at Leased Real Property by the Company are the lawful and permitted uses under the Planning Acts. (h) The Company or its Subsidiary, as applicable, has paid the rent, additional rent, service charges and other payments and observed and performed the covenants on the part of the Signing Date:tenant and the conditions contained in any leases (which expression includes underleases) or licences under which the Leased Real Property are held and the last demands for rent (or receipts if issued) were unqualified and all such leases or licences are valid and enforceable (i) such The Leased Real Property Lease relates benefits from all rights and easements necessary for its use and enjoyment by the Company in the conduct of the Business and to the Knowledge of the Company no right or easement is restricted in any way. (j) Each service necessary for the use of existing premises the Leased Real Property in the carrying on of the Business as currently conducted (including without limitation electricity, gas, water, sewerage, drainage and telecommunications) is not a ground lease);available. (iik) Access to and egress from the Leased Real Property is sufficient for its Business as currently conducted. (l) There are no disputes, actions, claims or demands to which the Company is a party with any adjoining or neighbouring owner with respect to any boundary walls and fences or with respect to any easement, right or means of access to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease is in full force and effect; (iii) to the Company’s Knowledge, there are no material disputes, oral agreements, or forbearance programs in effect as to such Real Property Lease; (iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right their use and occupation or in relation to any neighbouring property or its use or occupation nor has the Company had any occasion to make any claim or complaint and none are anticipated and the Company is not aware of first refusal to acquire any interest in the leasehold and, circumstance that may lead to the Company’s Knowledge, same and no Person has claimed notices affecting any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property Leasereceived.

Leased Real Property. Section 4.16(b3.19(b)(i) of the Company Disclosure Letter Schedules sets forth a true and complete and accurate list (including street addresses) of all Real Property Leases covering all real property leased leased, subleased, or subleased to similarly used or occupied by any Company Entity of the Group Companies (such real property, the “Leased Real Property”) and specifies the all Real Property Leases pursuant to which any Group Company Entity that is a party to such Real Property Lease and any guarantors with respect theretotenant or landlord as of the date of this Agreement. The Company has made available to the Parent correct True and complete copies of all Real Property Leases. With respect to each Real Property Lease or Leased Real Property, as the case might be, except as set forth in Section 4.16(b) of the Company Disclosure Letter, as of the Signing Date: (i) such Real Property Lease relates Leases (including, for the avoidance of doubt, all amendments, extensions, renewals, guaranties and other agreements with respect thereto) have been made available to use of existing premises (and is not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such SPAC. Each Real Property Lease is in full force and effect; (iii) to effect and is a valid, legal and binding obligation of the Company’s Knowledgeapplicable Group Company party thereto, there are no material disputes, oral agreements, or forbearance programs enforceable in effect as to accordance with its terms against such Real Property Lease; (iv) no Group Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledgeknowledge, each other party thereto (subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by any Group Company or, to the Company’s knowledge, any counterparty or third-party under any Real Property Lease, and, to the Company’s knowledge, no Person event has claimed occurred which (with or without notice or lapse of time or both) would constitute a material breach or default or would permit termination of, or a material modification or acceleration thereof by any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current Leases. Except as set forth on Section 3.19(b)(ii) of the monthly rent and all other charges due under such Company Disclosure Schedules, with respect to each of the Real Property Lease; Leases: (vii) the possession and quiet enjoyment of the Leased Real Property by the applicable Group Company Entity that is a party to thereto under such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Businessnot been disturbed, and to the Company’s Knowledgeknowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property Lease; (ii) the applicable Group Company party thereto has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (iii) the applicable Group Company party thereto has not collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein. The Leased Real Property comprises all of the real property used or intended to be used in, or otherwise related to, the business of the Group Companies.

Leased Real Property. Section 4.16(b3.20(b)(i) of the Company Disclosure Letter Schedules sets forth a true and complete and accurate list (including street addresses) of all Real Property Leases covering all real property leased leased, subleased, or subleased to similarly used or occupied by any Company Entity of the Group Companies (such real property, the “Leased Real Property”) and specifies the all material Real Property Leases pursuant to which any Group Company Entity that is a party to such Real Property Lease and any guarantors with respect theretotenant or landlord as of the date of this Agreement. The Company has made available to the Parent correct True and complete copies of all Real Property Leases. With respect to each Real Property Lease or Leased Real Property, as the case might be, except as set forth in Section 4.16(b) of the Company Disclosure Letter, as of the Signing Date: (i) such Real Property Lease relates Leases (including, for the avoidance of doubt, all amendments, extensions, renewals, guaranties and other material agreements with respect thereto) have been made available to use of existing premises (and is not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such SPAC. Each Real Property Lease is in full force and effect; (iii) to effect and is a valid, legal and binding obligation of the Company’s Knowledgeapplicable Group Company party thereto, there are no material disputes, oral agreements, or forbearance programs enforceable in effect as to accordance with its terms against such Real Property Lease; (iv) no Group Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledgeknowledge, each other party thereto (subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by any Group Company or, to the Company’s knowledge, any counterparty or third-party under any such Real Property Lease, and, to the Company’s knowledge, no Person event has claimed occurred which (with or without notice or lapse of time or both) would constitute a material breach or default or would permit termination of, or a material modification or acceleration thereof by any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current Leases. Except as set forth on Section 3.20(b) of the monthly rent and all other charges due under such Company Disclosure Schedules, with respect to each of the Real Property Lease; Leases: (vii) the possession and quiet enjoyment of the Leased Real Property by the applicable Group Company Entity that is a party to thereto under such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required not been disturbed in connection with the operation thereof as currently operated by the Company Businessany material respects, and to the Company’s Knowledgeknowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that material disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property Lease; (ii) the applicable Group Company party thereto has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (iii) the applicable Group Company party thereto has not collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein. The Leased Real Property comprises all of the material real property used by the Group Companies.

Leased Real Property. (a) Section 4.16(b3.15(a) of the Company Disclosure Letter sets forth Schedule contains a complete and accurate list of all Real Property Leases covering all real property and interests in real property leased by the Company or subleased to any Company Entity of its Subsidiaries (such real property, the “Leased Real Property”). The Leased Real Property listed on Section 3.15(a) and specifies of the Company Entity that is a party Disclosure Schedule includes all interests in real property used in or necessary for the conduct of the businesses and operations of the Company and its Subsidiaries as currently conducted. (b) Neither the Company nor any of its Subsidiaries own any real property or interests in real property. (c) With respect to such Leased Real Property Lease and any guarantors with respect thereto. The Property, the Company has made available to the Parent correct a true and complete copies copy of all Real Property Leasesevery lease and sublease pursuant to which the Company or any Subsidiary of the Company is a party or by which any of them is bound (each, a “Lease”). With Each Lease is in full force and effect and valid and enforceable in accordance with its terms. Neither the Company nor any of its Subsidiaries is in default in any material respect to each Real Property Lease under any Lease. The Company or one of its Subsidiaries has peaceful, undisturbed and exclusive possession of the Leased Real Property, as . (d) To the case might be, except as set forth in Section 4.16(b) Knowledge of the Company Disclosure LetterCompany, as the uses for which the buildings, facilities and other improvements located on the Leased Real Property are zoned do not restrict, or impair, the use of the Signing Date:Leased Real Property for purposes of the business. Neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity or other Person that the Leased Real Property does not comply with all applicable building and zoning codes, deed restrictions, ordinances and rules. (ie) such Real Property Lease relates to use of existing premises (and is not a ground lease); (ii) to To the Company’s Knowledge, no party to such Governmental Entity having the power of eminent domain over the Leased Real Property Lease has repudiated commenced or intends to exercise the power of eminent domain or a similar power with respect to all or any material provision thereof and such part of the Leased Real Property Lease is in full force and effect; (iii) to Property. To the Knowledge of the Company’s Knowledge, there are no material disputespending or threatened condemnation, oral agreementsfire, health, safety, building, zoning or forbearance programs in effect as other land use regulatory proceedings, lawsuits or administrative actions relating to such Real Property Lease; (iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of such the Leased Real Property or right any other matters which do or may materially adversely effect the current use, occupancy or value thereof. Neither the Company nor any of first refusal to acquire its Subsidiaries has received written notice of any interest in pending or threatened special assessment proceedings affecting any portion of the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold;Leased Real Property. (vf) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to To the Company’s Knowledge, the Leased Real Property that is and all present uses and operations of the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied comply, in all material respects, with utilities all Laws, Authorizations, covenants, conditions, restrictions, easements, disposition agreements and other services necessary for similar matters affecting the Leased Real Property. To the Company’s Knowledge, the continued use, occupancy and operation of such the Leased Real Property as currently used, occupied and operated by do not constitute a nonconforming use and are not the subject of a special use permit under any Law. (g) To the Knowledge of the Company, the Leased Real Property is in suitable condition for the businesses of the Company Business;and its Subsidiaries as currently conducted. (viiih) there are no Persons (No Person other than the Company Entities) or a Subsidiary of the Company is in possession of such any of the Leased Real Property; (ix) there are no defaults by the Company EntitiesProperty or any portion thereof, or, and to the Company’s KnowledgeKnowledge there are no leases, by subleases, licenses, concessions or other agreements, written or oral, granting to any Person other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by than the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement a Subsidiary of the landlord’s obligations under any Company the right of use or occupancy of the Leased Real Property has been granted; (xii) or any portion thereof. To the Knowledge of the Company, no Company Entity has given easement, utility transmission line or received any notice that disputes water main located on the computation of rents or charges payable pursuant to the Leased Real Property Leases, and there are no unresolved disputes with any landlord under any adversely affects the use of the Leased Real Property Lease; (xiii) no Company Entity has given or any notice to improvement on the landlord under any Leased Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property LeaseProperty.

Leased Real Property. Section 4.16(bExcept for Project Leased Property, Schedule 3.14(b) lists and describes briefly (including the address of the Company Disclosure Letter sets forth a complete property and accurate list the name of all Real Property Leases covering the landlord, sublandlord or licensor) all real property leased leased, subleased, licensed to or subleased to any otherwise used or occupied by the Acquired Company Entity Entities (such real property, the “Leased Real Property”) and specifies the Company Entity that is sets forth a party to such Real Property Lease true and any guarantors complete list of all Leases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for each such Leased Real Property. The Company has made available Acquired Companies have delivered to the Parent Purchaser correct and complete copies of the Leases set forth on Schedule 3.14(b), including all Real Property Leasesmaterial amendments, extensions, renewals, guaranties and other agreements with respect thereto. Except for Project Leased Property, in the case of any oral Lease, the Acquired Companies have delivered to Purchaser a true and correct written summary of the material terms of such Lease. With respect to each Real Property Lease or Leased Real Property, as the case might be, except as set forth in Section 4.16(b) of the Company Disclosure Letter, as of the Signing Date:or required to be set forth on Schedule 3.14(b): (i) such Real Property Lease relates to use of existing premises (and is not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease is legal, valid, binding, enforceable and in full force and effect; (ii) (A) to the Knowledge of the Acquired Companies, the Lease shall continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the consummation of the Transactions, and (B) no consent by any party to such Lease is required in order to consummate the Transactions; (iii) to the Company’s KnowledgeKnowledge of the Acquired Companies, there the Acquired Company Entities are no not in material disputes, oral agreements, breach or forbearance programs in effect as default and have performed all material obligations to be performed by them prior to the date hereof under such Real Property Lease; (iv) the Acquired Company Entities’ possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and, to the Acquired Companies’ Knowledge, there are no disputes with respect to such Lease; and (v) to the Knowledge of the Acquired Companies, the Acquired Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of Entities have not subleased such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies portion thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property Lease.

Leased Real Property. Section 4.16(b) Subject to entry of the Company Disclosure Letter Confirmation Order on the Effective Date, Schedule 2.20(b) sets forth a complete and accurate list the address of all Real Property Leases covering all real property leased or subleased to any Company Entity (such real property, the “Leased Real Property”) and specifies the Company Entity that is a party to such Real Property Lease and any guarantors with respect thereto. The Company has made available to the Parent correct and complete copies of all Real Property Leases. With respect to each Real Property Lease or Leased Real Property, as the case might be, except as set forth in Section 4.16(b) of the Company Disclosure Letter, as of the Signing Date: (i) such Real Property Lease relates to use of existing premises (and is not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease is in full force and effect; (iii) to the Company’s Knowledge, there are no material disputes, oral agreements, or forbearance programs in effect as to such Real Property Lease; (iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, with respect to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject material, a true and complete list of such Real Property Lease is operated all Leases (including all amendments, extensions, renewals, guaranties and maintained in accordance other agreements with applicable Laws; (viirespect thereto) for each such Leased Real Property (the “Material Leases”). The Company has delivered or made available to the Backstop Parties true and complete copies of the Material Leases. Except as set forth on Schedule 2.20(b) (and subject to entry of the Confirmation Order on the Effective Date), with respect to each of the Leases: (i) such Lease is supplied with utilities legal, valid, binding, enforceable and in full force and effect, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other services necessary for similar Laws of general applicability relating to or affecting creditor’s rights generally and by the operation application of general principles of equity; (ii) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed in any material respect, and to the Knowledge of the Company, there are no material disputes with respect to such Lease; (iii) except with respect to the filing of the Chapter 11 Cases, neither the Company nor any Subsidiary nor, to the Knowledge of the Company, any other party to the Lease, is in breach or default under such Lease; (iv) no security deposit or portion thereof deposited with respect such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (v) neither the Company nor Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; and (vi) neither the Company nor Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by or any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies portion thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property Lease.

Leased Real Property. Section 4.16(b(i) of the Company Disclosure Letter Schedule 3.16(b)(i) sets forth a complete and accurate list of all Real Property Leases covering all each interest in real property leased by the Company or subleased to any Company Entity of its Subsidiaries as of the date hereof (such real propertycollectively, the “Leased Real Property” and together with the Owned Real Property, the “Real Property”) ), including the location thereof, and specifies the Company Entity that is a party to lessor of any such Leased Real Property Lease and any guarantors with respect theretoProperty. The Company has made available to the Parent correct True and complete copies of all Real Property Leases. With respect Leases (as defined below), together with all amendments or modifications, have been provided to each Real Property Lease or Leased Real Property, as the case might be, except as set forth in Section 4.16(b) of the Company Disclosure Letter, as of the Signing Date: (i) such Real Property Lease relates to use of existing premises (Purchaser and is not a ground lease);Merger Sub. (ii) The Company or one of its Subsidiaries owns all right, title and interest in all leasehold estates and other rights purported to be granted to it by the Company’s Knowledgeleases and other agreements required to be listed on Schedule 3.16(b)(i) (the “Leases”), no party in each case free and clear of all Liens except for Permitted Liens. Neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person, other than the Company or any of its Subsidiaries, the right to use or occupy the Leased Real Property subject to such Lease, or any portion thereof, except for subleases and other agreements entered into in the ordinary course of business which do not interfere with the present use of the Leased Real Property Lease has repudiated any material provision thereof (examples of such leases include medical offices, gift shops, and such Real Property Lease foodservice). (iii) Each of the Leases is in full force and effect; (iii) effect and is a legal, valid and binding obligation of the Company or its Subsidiaries, enforceable against them in accordance with its terms, except to the Company’s Knowledge, there are no extent that enforceability may be limited by the Enforceability Exceptions. Neither the Company nor any of its Subsidiaries is in material disputes, oral agreementsdefault under any Lease or has received any written notice of any material default or event that with notice or lapse of time, or forbearance programs in effect as to such Real Property Lease; (iv) no both, would constitute a material default by the Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in of its Subsidiaries under any of the leasehold or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold Leases and, to the Knowledge of the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are trueis in material default thereof, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under in each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property Leasecase.

Leased Real Property. Section 4.16(b2.12(a) of the Company Disclosure Letter Schedule sets forth a true, correct and complete list and accurate list a description (which description shall include the street address and unit number) of all Real Property Leases covering all the real property leased or subleased in which any Group Company has an interest as lessee, lessor, sublessee, sublessor, occupant, licensee, and sublicensee, but excluding any third party owned and managed data center Points of Presence (as such term is commonly used in the industry in which the Company operates) that are used by the Company and/or resold to any Company Entity its customers (such real propertyeach, a “Leased Real Property” and collectively, the “Leased Real PropertyProperties”) and specifies the Company Entity that is ), together with a party list of Leases relating to such Leased Real Property Lease and any guarantors with respect theretoProperty. The Company has made available to the Parent True, correct and complete copies of all Real Property Leases. With Leases and, to the extent in the possession of any Equityholder or any Group Company, any and all estoppel certificates, commencement date letters, memorandum of lease, landlord consents, subordination, non-disturbance and attornment agreements and other agreements relating thereto, with respect to each Real Property Lease or the Leased Real Property, as Properties have been provided to Purchaser. The leasehold interests of the case might be, except Group Companies in the Leased Real Properties is free and clear of all Liens other than Permitted Liens. Except as set forth in Section 4.16(b2.12(a) of the Company Disclosure LetterSchedule, as (A) no Group Company has received written notice from any insurance carrier or landlord for any Leased Real Property that any Group Company needs to undertake any material repairs, alterations or construction or to take any other corrective action with respect to any Leased Real Property, (B) no Group Company has received written or, to the Knowledge of the Signing Date: Company, oral notice of any violations (izoning or otherwise) from any Governmental Authority having jurisdiction over such Leased Real Property, (C) the zoning of the Leased Real Property Lease relates to use permits the continuation of existing premises the business of the Group Companies as currently being conducted on such Leased Real Property and (and is not a ground lease); (iiD) to the Knowledge of the Company’s Knowledge, there are no party existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to such adversely affect the ability to operate the business of the Group Companies on any Leased Real Property Lease Property. No Group Company has repudiated received any material provision thereof and such Real Property Lease is in full force and effect; (iii) written, or to the Knowledge of the Company’s Knowledge, oral notice that any of the Leased Real Properties is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor. To the Knowledge of the Company, there are no material disputesphysical, oral agreements, structural or forbearance programs mechanical defects or deficiencies in effect as to such Real Property Lease; (iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property Properties that is prevent the subject use of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property Leaseused.

Leased Real Property. Section 4.16(b4.17(b) of the Company Disclosure Letter sets forth a complete and accurate list Schedules lists, as of all the date of this Agreement, (i) the address of each Leased Real Property Leases covering all real property leased (other than temporary construction site offices relating to individual projects); and (ii) the Leased Real Property in respect of which the Company or subleased any of its Subsidiaries are required to any Company Entity pay €250,000 or more annually in rent (such real property, the “Material Leased Real Property”) and specifies the Company Entity that is a party to such Real Property Lease and any guarantors with respect thereto). The Company has made available to the Parent SPAC true, correct and complete copies of the 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 Leases. With or is otherwise a party with respect to each the Material Leased Real Property Lease or Leased Real Property, as (the case might be, except as set forth in Section 4.16(b) of the Company Disclosure Letter, as of the Signing Date: (i) such Real Property Lease relates to use of existing premises (and is not a ground lease“Leases”); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property . Each Lease is in full force and effect; effect and is a valid, legal and binding obligation of the Company or its Subsidiary that is a party thereto, enforceable in accordance with its terms against the Company or its Subsidiary (iiias applicable) and, to the Company’s Knowledgeknowledge, there are no material disputeseach other party thereto, oral agreementssubject, in each case, to the Enforceability Exceptions. The Company or forbearance programs in effect one of its Subsidiaries has a valid and subsisting leasehold estate in, and enjoys peaceful and materially undisturbed possession of, all Leased Real Property, subject only to Permitted Liens. Except as set forth on Section 4.17(b) of the Company Disclosure Schedules, neither the Company nor its Subsidiaries has a sublease, license or other Contract granting to such any Person the right to use or occupy any Leased Real Property or any portion thereof. To the knowledge of the Company, neither the Company nor any of its Subsidiaries nor any other party under any Lease is in material breach or default under any Lease and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a material breach or default under any Lease or would permit the termination thereof by any party of any Lease; (iv. The Leased Real Property identified in Section 4.17(b) no of the Company Entity 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 subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded deed in trust, encumbered, or encumbered collaterally assigned or granted any other security interest in any Lease or any interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property Leasetherein.

Leased Real Property. (a) Section 4.16(b5.5(a) of the Company Disclosure Letter sets forth Schedule contains a complete correct legal description for the facility located at 00000 Xxx Xxxx Xxxxxx and accurate the street address for each Leased Real Property and a list of all Real Property Leases covering (including, without limitation, all real property leased or subleased to any Company Entity (such real propertyamendments, the “extensions, renewals, guaranties and other agreements with respect thereto) for each Leased Real Property”) . Seller has delivered to Buyer a true and specifies complete copy of the Company Entity that is most recent property tax xxxx for the facility located at 00000 Xxx Xxxx Xxxxxx and has delivered to Buyer a party to such true and complete copy of each written Real Property Lease Lease, and in the case of any guarantors with respect thereto. The Company has made available to the Parent correct and complete copies of all oral Real Property Leases, a written summary of the terms thereof. With respect to each of the Real Property Leases: (i) the Real Property Lease is legal, valid, binding, enforceable and in full force and effect; (ii) neither the transactions contemplated under this Agreement nor any of the Ancillary Agreements shall result in a breach of or default under the Real Property Lease or Leased otherwise cause the Real PropertyProperty Lease to cease to be legal, as valid, binding, enforceable and in full force and effect on identical terms following the case might be, except as set forth in Section 4.16(bClosing; (iii) none of the Company Disclosure LetterSeller Entities nor, as to the Knowledge of the Signing Date: (i) Seller, any other party to any Real Property Lease is in material breach or default under such Real Property Lease relates to use Lease, and no event has occurred or circumstance exists which, with the delivery of existing premises notice, passage of time or both, would constitute a material breach or default or permit the termination, modification or acceleration of rent under such Real Property Lease; (and is not a ground lease); (iiiv) to the Company’s Knowledge, no party to such any Real Property Lease has repudiated any material provision thereof term thereof, and such Real Property Lease is in full force and effect; (iii) to the Company’s Knowledge, there are no material disputes, oral agreements, agreements or forbearance programs in effect as with respect to any such Real Property Lease; ; and (ivv) no Company Seller Entity has subleased, licensed, assigned, transferred, conveyedsubleased, mortgaged, deeded in trust, trust or otherwise transferred or encumbered any interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; andinterest therein. (xivb) The Seller Entities have good title to the Leasehold Improvements, which shall be free and clear of all security deposits required under each Real Property Lease has been paid to and are being held by Liens as of the landlord with respect to such Real Property LeaseClosing Date, except Permitted Liens.

Leased Real Property. Section 4.16(b3.14(a) of the Company Disclosure Letter sets forth contains a true, correct and complete and accurate list of all Real Property Leases covering all of the existing leases, subleases (which shall include subleases involving the Company or its Subsidiaries as either sublessor or sublessee), licenses or other agreements pursuant to which the Company or any of its Subsidiaries uses or occupies, or has the right to use or occupy, now or in the future, any real property leased as of the date of this Agreement and pursuant to which the Company or subleased any of its Subsidiaries is obligated to any Company Entity pay consideration in excess of $100,000 (such real property, the “Company Leased Real Property,” and each such lease, sublease, license or other agreement, including all amendments or modifications thereto, a “Company Lease”) and specifies the Company Entity that is a party to such Real Property Lease and any guarantors with respect thereto). The Company has made available to the Parent true, correct and complete copies of all Real Property Leasesmaterial Company Leases (including all material modifications, amendments and supplements thereto). With respect to each Real Property Company Lease and except as would not reasonably be expected to have a Company Material Adverse Effect, (i) to the Knowledge of the Company, there are no disputes with respect to such Company Lease; (ii) the Company or one of its Subsidiaries has not collaterally assigned, encumbered, or granted any other security interest in such Company Lease or any interest therein; and (iii) there are no Liens (other than Permitted Liens) on the estate or interest created by such Company Lease. The Company or one of its Subsidiaries has valid leasehold estates in the Company Leased Real Property, binding and enforceable upon the Company or its Subsidiaries, as applicable, free and clear of all Liens (other than Permitted Liens), subject to the case might beEnforceability Limitations. Except as would not reasonably be expected to have a Company Material Adverse Effect, except as set forth neither the Company nor any of its Subsidiaries is in Section 4.16(b) default beyond any applicable notice and cure period pursuant to any Company Lease. None of the Company Disclosure Letter, as or any of the Signing Date: (i) such Real Property Lease relates to use of existing premises (and is not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated its Subsidiaries owns any material provision thereof and such Real Property Lease is in full force and effect; (iii) to the Company’s Knowledge, there are no material disputes, oral agreements, or forbearance programs in effect as to such Real Property Lease; (iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property Leasereal property.

Leased Real Property. Section 4.16(b(i) of the Company Disclosure Letter Holding does not lease any real property. Schedule 3.13(b) sets forth a complete all leases ("Real Property Leases") pursuant to which Facilities are leased by the AAC Companies (as lessee), true and accurate list correct copies of all which have been delivered to Investors. Such Real Property Leases covering constitute all real leases, subleases or other occupancy agreements pursuant to which the AAC Companies occupy or use such Facilities. The AAC Companies have a good and valid leasehold interest in all leased property leased or subleased to any Company Entity described in such Real Property Leases (such real property, the “"Leased Real Property”) "), free and specifies clear of any and all Encumbrances other than any Permitted Encumbrances which would not permit the Company Entity that is a party to such Real Property Lease and any guarantors with respect thereto. The Company has made available to termination of the Parent correct and complete copies of all Real Property Leaseslease therefor by the lessor. With respect to each such parcel of Leased Real Property Lease (A) to the Knowledge of the AAC Companies, there are no pending or threatened condemnation proceedings or Actions relating to such Leased Real Property, as (B) neither the case might beAAC Companies nor, to the Knowledge of the AAC Companies, any third party has entered into any sublease, license, option, right, concession or other agreement or arrangement, written or oral, granting to any Person (other than the AAC Companies) the right to use or occupy such Leased Real Property or any portion thereof or interest therein (C) none of Holding or the AAC Companies has received written notice of any pending or, to the Knowledge of the AAC Companies, threatened special assessment relating to such Leased Real Property and (D) the AAC Companies enjoy peaceful and undisturbed possession of the Leased Real Property. (ii) With respect to each such Real Property Lease listed in Schedule 3.13(b), (A) there is no material default under any such Real Property Lease by the AAC Companies or, to the Knowledge of the AAC Companies, by any other party thereto, (B), except as set forth in Section 4.16(b) Schedule 3.4, the execution, delivery and performance of this Agreement and the consummation of the Company Disclosure Letter, as of the Signing Date: (i) transactions contemplated hereby will not cause a material default under any such Real Property Lease relates to use of existing premises Lease, (and is not a ground lease); (iiC) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and each such Real Property Lease is a valid and binding obligation of the AAC Companies, is in full force and effect; effect with respect to the AAC Companies and is enforceable against the AAC Companies in accordance with its terms, except as the enforceability thereof may be limited by (iii1) applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or similar laws in effect which affect the enforcement of creditors' rights generally or (2) general principles of equity, whether considered in a proceeding at law or in equity, (D) no action has been taken by Holding or the AAC Companies and, to the Knowledge of the AAC Companies 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 AAC Companies, without the consent of the AAC Companies, under any such Real Property Lease that is material to the AAC Companies, (E) to the Company’s KnowledgeKnowledge of the AAC Companies, there are no party has repudiated in writing any material disputesterm thereof or threatened in writing to terminate, oral agreements, cancel or forbearance programs in effect as to not renew any such Real Property Lease; Lease that is material to the AAC Companies and (iv) no Company Entity has subleasedF), licensedexcept as set forth in Schedule 3.13(b), the AAC Companies have not assigned, transferred, conveyed, mortgaged, deeded in trust, mortgaged or encumbered any interest therein or in the leasehold any leased property subject thereto (or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property Lease).

Leased Real Property. Section 4.16(b5.10(c) of the Company Sellers Disclosure Letter Schedule sets forth a an accurate and complete and accurate list of all Real Property Leases covering all real property leased leased, licensed, or subleased to any otherwise used or occupied (but not owned) at Closing by the Company Entity (such real propertycollectively, the “Leased Real Property”) and specifies under any lease, sublease, license, concession, or other agreement allowing for occupancy of the Company Entity that is a party to such Leased Real Property Lease and any guarantors with respect thereto(each, a “Real Property Lease”). The Company has made available to the Parent correct a valid and complete copies of all Real Property Leases. With respect to each Real Property Lease or subsisting leasehold interest in its Leased Real Property, as the in each case might befree and clear of all Encumbrances, except as set forth in Section 4.16(b) of the Company Disclosure Letter, as of the Signing Date: (i) other than Real Estate Encumbrances. All such Real Property Lease relates to use of existing premises (and is not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease is Leases are in full force and effect; (iii) to the Company’s Knowledge, and there are no material disputes, oral agreementsexisting breaches or defaults by, or forbearance programs in effect as to such Real Property Lease; (iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trustany events that with or without the passage of time or the giving of notice, or encumbered any interest in the leasehold both, would constitute a breach, default, or granted to any Person any option or right an event of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold anddefault by, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such under any Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that to which it is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entitiesparty, or, to the Company’s KnowledgeKnowledge of Sellers, by any other party under to any such Real Property Lease; (x) . To the copies Knowledge of such Sellers, there exists no condition, restriction or reservation that would prevent the Business, and the Company in its operation of the Business after the Closing Date, from enforcing its rights with respect to Leased Real Property Lease delivered after the Closing to the same full extent the Company could if the Contemplated Transactions did not occur. Sellers have not received any written notice that, nor to Seller’s Knowledge do, the operations of the Company on the Leased Real Property violate any applicable Law. All material certificates of occupancy, permits, licenses, approvals and other authorizations required to be held by the Company in connection with the present operations of the Company and the Business on the Leased Real Property have been lawfully issued to the Parent are trueCompany and are, correct as of the date of this Agreement, and will be as of the Closing Date, in full force and effect. The Leased Real Property is in satisfactory operating condition and repair (ordinary wear and tear excepted). Accurate and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, including all amendments and there are modifications thereto, have been delivered or made available to Purchaser, and no unresolved disputes with any landlord under changes have been made to any Real Property Lease; (xiii) no Company Entity has given any notice to Leases since the landlord under any date of delivery. The Leased Real Property Lease indicating that a Company Entity will is not subject to any sublease or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held license by the landlord with respect to such Company, and the Company is the only party in occupancy of the Leased Real Property LeaseProperty.

Leased Real Property. Section 4.16(bSchedule 4.15(a) of the Company Disclosure Letter sets forth Schedule contains a true and complete and accurate list of: (i) the address of all Real Property Leases covering all each parcel of real property which is leased by each Company as lessee or subleased to any sublessee together with the identity of the lessor or sublessor of such real property and the identity of the Company Entity (which is the lessee or sublessee of such real property, ; and (ii) the address of each parcel of real property which is leased by each Company as lessor or sublessor together with the identity of the lessee or sublessee and the identity of the Company which is the lessor or sublessor of such real property (all of the real property listed in Schedule 4.15(a) being hereinafter the “Leased Real Property”). Schedule 4.15(a) of the Disclosure Schedule also contains a list, identifying by parties and specifies dates, of all leases pursuant to which the Company Entity that is a party to such Leased Real Property Lease is leased by either of the Companies, whether as tenant, lessee or sublessee or as lessor or sublessor (each such lease being hereinafter a “Real Property Lease”). Except for the Real Property Leases listed in Schedule 4.15(a) of the Disclosure Schedule, there are no other leases relating to any Leased Real Property and any guarantors with respect theretothere is no real property which is used in the conduct of the business except for the Leased Real Property and real property at which the Companies perform services for customers. The Company has made available to the Parent correct True and complete copies of all Real Property Leases. With respect to each Real Property Lease have been made available or Leased Real Property, as the case might be, except as set forth in Section 4.16(b) of the Company Disclosure Letter, as of the Signing Date: (i) such Real Property Lease relates delivered to use of existing premises (and is not a ground lease); (ii) Buyer prior to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such date of this Agreement. Each Real Property Lease is in full force and effect; (iii) to effect and is valid, binding and enforceable in accordance with its respective terms, in each case, except as enforceability may be limited by the Company’s Knowledge, there are no material disputes, oral agreements, or forbearance programs in effect as to such Real Property Lease; (iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in Enforceability Exceptions. Neither of the leasehold or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold andCompanies nor, to the Company’s KnowledgeKnowledge of the Companies, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a other party to any of the Real Property Leases is in violation of, in any material respect, any of the terms of any such Real Property Lease is current on and no event or condition has occurred with respect to either of the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, Companies or, to the Company’s KnowledgeKnowledge of the Companies, by with respect to any other party under such Real Property Lease; (x) the copies to any of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes that with any landlord the passage of time or giving of notice (or both) would constitute a material default under any Real Property Lease; (xiii) no Company Entity has given . The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not require the consent of any notice party to any Real Property Lease, will not result in a breach or default under the landlord under terms of any Real Property Lease indicating that a Company Entity will or and will not be exercising cause any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to 738336390 cease to be legal, valid, binding, enforceable (subject to the Enforceability Exceptions) and are being held by in full force and effect immediately following the landlord Closing, in each case except to the extent otherwise required in connection with respect to such Real Property Leaseor resulting from the execution and delivery of the New Lease Agreements concurrently with the Closing.

Leased Real Property. Section 4.16(bSchedule 4.9(b) of the Company Disclosure Letter sets forth a complete true and accurate correct list of all Real Property Leases covering all real property and interests in real property that are leased or subleased to by any Seller Company Entity (such real property, the “Leased Real Property”) and specifies that are used, held for use or intended to be used in connection with the Company Entity that is a party to such Real Property Lease and any guarantors with respect theretoBusiness. The Company Seller has made available to the Parent Purchaser true and correct and complete copies of all Real Property Leasessuch leases and subleases, each as amended to date. With respect to each Real Property Lease or Except for the Leased Real Property, as there are no other leases, subleases, licenses or other agreements under which any Seller Company uses or occupies or has the case might beright to use or occupy, except now or in the future, any real property in connection with the Business. Except as set forth in Section 4.16(b) of the Company Disclosure Letter, as of the Signing Date:on Schedule 4.9(b): (i) such All of the land, buildings, structures and other improvements used by the Seller Companies in the conduct of the Business are included in the Leased Real Property. None of the Seller Companies is a lessor or sublessor of, or makes available for use to any Person (other than the Selling Subsidiaries), (i) any Leased Real Property Lease relates to use or (ii) any portion of existing any premises (and is not a ground lease);otherwise occupied by the Seller Companies in connection with the Business. (ii) Except in each case as would not have a Material Adverse Effect, the Seller Companies have obtained all appropriate Permits, certificates of occupancy, licenses, easements and rights of way, including proofs of dedication, required to use and operate the Company’s Knowledge, no party to such Leased Real Property Lease has repudiated any material provision thereof and such in the manner in which the Leased Real Property Lease is currently being used and operated; and no such Permits, certificates of occupancy, licenses, easements and rights of way will be required as a result of the transactions contemplated hereby to be issued after the date hereof in full force and effect;order to permit the Purchaser Companies, following the Closing, to continue to own or operate the Leased Real Property in the same manner as currently owned or operated. (iii) to To the Company’s Knowledgeknowledge of Seller, there are no material disputesthe buildings, oral agreementsstructures, or forbearance programs in effect as to such Real Property Lease; (iv) no Company Entity has subleasedfixtures, licensedequipment, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities building mechanical systems (including licenses electrical, heating and permits) required in connection with the operation thereof as currently operated by the Company Businessair conditioning systems), and to the Company’s Knowledgeother improvements in, on or within the Leased Real Property that is Property, are in adequate operating condition and repair for the purposes for which they are currently used by the Business, subject of such Real Property Lease is operated to reasonable wear and maintained tear and continued repair and replacement in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities reasonable and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leasescustomary business practice, and there are no unresolved disputes with deferred maintenance, repairs or unrepaired defects in the structural components comprising such buildings and building mechanical systems located thereon or therein that would have a Material Adverse Effect. (iv) None of the Seller Companies has received written notice of and, to the knowledge of Seller, there is not any landlord under any pending, threatened or contemplated condemnation proceeding affecting the Leased Real Property Lease; (xiii) no Company Entity has given or any notice to part thereof, or any sale or other disposition of the landlord under any Leased Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such part thereof in lieu of condemnation. The Leased Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has not suffered any material damage by fire or other casualty which has not heretofore been paid to substantially repaired and are being held by the landlord with respect to such Real Property Leaserestored.

Leased Real Property. Section 4.16(b(i) of Neither the Company nor any of its Subsidiaries owns any real property. (ii) Set forth on Company Disclosure Letter sets forth Schedule 3.1(l)(ii) is a complete and accurate list of all Leased Real Property Leases covering all real property leased and the leases under which such Leased Real Property is leased, subleased or subleased to any Company Entity licensed (such real property, the “Leased Real PropertyLeases”) and specifies the Company Entity that is a party to such Real Property Lease and any guarantors with respect thereto). The Company has made available to the Parent correct and complete copies of all Leases. The Company is not a party to any lease, license, assignment or similar arrangement under which it is a lessor, licensor or assignor of, or otherwise makes available for use by any third party of, any portion of the Leased Real Property LeasesProperty, and the Company is not in material violation of any zoning, building, safety or environmental requirement of Applicable Law with respect to such Leased Real Property. With respect to each Real Property Lease or Leased Real PropertyLease, as the case might be, except as set forth in Section 4.16(b) of the Company Disclosure Letter, as of the Signing Date: (i) such Real Property the Lease relates to use is a legal, valid and binding obligation of existing premises (and is not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease is in full force and effect; , (ii) neither the Company nor, to the Knowledge of the Company, any other party to such Lease, is in breach or default under such Lease, and to the Knowledge of the Company no event has occurred which, with notice or lapse of time or both, would constitute a breach or default under such Lease, (iii) each Lease will continue to be legal, valid and binding in accordance with its terms immediately following the Company’s KnowledgeClosing, there are no material disputesexcept as may result from actions that may be taken following the Closing, oral agreements, or forbearance programs in effect as to such Real Property Lease; (iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, transaction contemplated by this Agreement or encumbered the Transaction Documents requires the consent of any interest other party to such Lease and will not result in the leasehold or granted to any Person any option or right of use any landlord under such Lease to terminate or occupancy modify it or increase the rent or security thereunder, (v) to the Knowledge of the Company, there is Back to Contents no material commitment to or agreement with any portion of such Government Authority affecting the Leased Real Property or right of first refusal to acquire any interest in the leasehold andrelated thereto, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent except for Permitted Encumbrances and all other charges due under such Real Property Lease; (vi) the Company Entity that does not owe any brokerage commissions or finder's fees with respect to any such Lease which is not paid or accrued in full as a party to such Real Property Lease has received all approvals current liability reflected in the Financial Statements. (iii) To the Knowledge of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated in good condition and maintained in accordance with applicable Laws; repair (vii) such Leased Real Property is supplied with utilities reasonable or ordinary wear and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property Leasetear excepted).

Leased Real Property. Section 4.16(b4.11(b) of the Company Disclosure Letter sets forth Schedule contains a complete and accurate list of all Real Property Leases covering leases, subleases or licenses (the “Leases”) for all land, building, fixtures or other real property leased in which the Company or subleased to any Company Entity of its Subsidiaries has a leasehold, subleasehold, license, concession or other real property right or interest (such real property, the “Leased Real Property”) and specifies the Company Entity that is a party to such Real Property Lease and any guarantors with respect thereto). The Company has made available to the provided Parent correct a true and complete copies copy of all Real Property Leasesevery such Lease. With respect The Company has a valid and enforceable leasehold estate or subleasehold estate, as applicable, in and to each Real Property Lease or Leased Real Property, as the case might befree and clear of all Liens, except as set forth in Section 4.16(b) of the Company Disclosure Letter, as of the Signing Date: (i) such Real Property Lease relates to use of existing premises (and is not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease is Permitted Liens. All Leases are in full force and effect; (iii) to the Company’s Knowledgeeffect and have not been modified or amended, and there are exists no material disputes, oral agreements, breach of or forbearance programs in effect as to such Real Property Lease; (iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledge, no Person has claimed default under any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated lease by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject or any of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, its Subsidiaries or, to the Company’s Knowledge, by any the other party under such Real Property Lease; (x) the copies thereto, nor any event which, with notice or lapse of such Real Property Lease delivered time or both, would constitute a material default thereunder by the Company or any of its Subsidiaries or, to the Parent are trueCompany’s Knowledge, correct and complete copies thereof; (xi) no written waiver, indulgence, the other party thereto. Neither the Company nor any of its Subsidiaries leases or postponement subleases any real property to any Person. Neither the Company nor any of its Subsidiaries owes brokerage commissions or finder fees with respect to any of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received would owe any notice that disputes the computation of rents or charges payable such fees if any existing Lease were renewed pursuant to any renewal options contained in such Lease. To the Knowledge of the Company, the Leased Real Property Leasesis in good operating condition and repair (subject to normal wear and tear given the use and age of such property), free from material structural, physical and there are no unresolved disputes mechanical defects, is maintained in a manner consistent in all material respects with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord standards generally followed with respect to such similar properties, and is structurally sufficient and otherwise suitable for the conduct of the businesses of the Company and its Subsidiaries as currently conducted in all material respects. Neither the operation of the Company or any of its Subsidiaries on the Leased Real Property Leasenor, to the Knowledge of the Company, such Leased Real Property, including the improvements thereon, violate in any material respect any applicable building code, zoning requirement or statute relating to such property or operations thereon.

Leased Real Property. Section 4.16(b5.10(c) of the Company Sellers Disclosure Letter Schedule sets forth a correct and complete and accurate list of all Real Property Leases covering all real property leased leased, licensed, or subleased to any otherwise used or occupied (but not owned) at Closing by the Company Entity (such real propertycollectively, the “Leased Real Property”) and specifies under any lease, sublease, license, concession, or other agreement allowing for occupancy of the Company Entity that is a party to such Leased Real Property Lease and any guarantors with respect thereto(each, a “Real Property Lease”). The Company has made available to the Parent correct a valid and complete copies of all Real Property Leases. With respect to each Real Property Lease or subsisting leasehold interest in its Leased Real Property, as in each case free and clear of all Encumbrances, other than the case might be, except as set forth in Section 4.16(b) of the Company Disclosure Letter, as of the Signing Date: (i) Real Estate Encumbrances. All such Real Property Lease relates to use of existing premises (and is not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease is Leases are in full force and effect; (iii) to the Company’s Knowledge, and there are no material disputes, oral agreementsexisting breaches or defaults by, or forbearance programs in effect as to such Real Property Lease; (iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trustany events that with or without the passage of time or the giving of notice, or encumbered any interest in the leasehold both, would constitute a breach, default, or granted to any Person any option or right an event of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold anddefault by, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such under any Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that to which it is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entitiesparty, or, to the Company’s KnowledgeKnowledge of Sellers, by any other party under to any such Real Property Lease; (x) . To the copies Knowledge of such Sellers, there exists no condition, restriction or reservation that would prevent the Company’s business, and the Company in its operation of the Company’s business after the Closing Date, from enforcing its rights with respect to Leased Real Property Lease delivered after the Closing to the same full extent the Company could if the Contemplated Transactions did not occur. The operations of the Company on the Leased Real Property do not violate any applicable Law. All material certificates of occupancy, permits, licenses, approvals and other authorizations required to be held by the Company in connection with the past and present operations of the Company and the business of the Company on the Leased Real Property have been lawfully issued to the Parent are trueCompany and are, correct as of the date of this Agreement, and will be following the consummation of the Contemplated Transactions, in full force and effect. The Leased Real Property is in satisfactory operating condition and repair (ordinary wear and tear excepted). Correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, including all amendments and there are modifications thereto, have been delivered or made available to Purchaser prior to the date of this Agreement, and no unresolved disputes with any landlord under changes have been made to any Real Property Lease; (xiii) no Company Entity has given any notice to Leases since the landlord under any date of delivery. The Leased Real Property Lease indicating that a Company Entity will has not been subleased or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held licensed by the landlord with respect to such Company, and the Company is the only party in occupancy of the Leased Real Property LeaseProperty.

Leased Real Property. Section 4.16(b) 3.17 of the Company Disclosure Letter Schedule sets forth a complete and accurate list of all Real Property Leases covering all the real property leased or subleased to any by the Company Entity and each Company Subsidiary (such real property, the “Leased Real PropertyCompany Leases”) ). Each Lease Agreement relating to each Company Lease is valid, binding and specifies enforceable in accordance with its terms, except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles, and the Company Entity that is a party to such Real Property Lease and and/or any guarantors with respect thereto. The Company has made available to the Parent correct and complete copies of all Real Property Leases. With respect to each Real Property Lease or Leased Real Propertyits Subsidiaries, as the case might may be, except as set forth in Section 4.16(b) has a valid and binding leasehold interest in, and enjoys peaceful possession of, the real property for the full term of the Company Disclosure Letter, as Lease (including renewal periods). True and correct copies of the Signing Date: (i) such Real Property Lease relates Agreements have been made available to use of existing premises (and is not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof Parent and such Real Property Lease is Agreements are unmodified and in full force and effect; (iii) to the Company’s Knowledge, there . There are no material disputes, oral agreements, or forbearance programs in effect as to such Real Property Lease; the Company Leases and, other than the Lease Agreements, there are no other Contracts between the Company and any other Person or, to the Knowledge of the Company, by and among any other Persons, claiming an interest in the interest of the Company in the real property subject to the Company Leases or otherwise relating to the use and occupancy of the real property subject to the Company Leases. There are no existing material defaults by the Company or any of its Subsidiaries under any Lease Agreement, and, to the Company’s Knowledge, no event has occurred that (ivwith the giving of notice, lapse of time or both) no would constitute a material default by the Company Entity or any of its Subsidiaries under any Lease Agreement. Neither the Company nor any of its Subsidiaries has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or granted to any Person of its rights under any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in Company Lease, and the leasehold and, to the Company’s Knowledge, no Person has claimed any estate created by each such rights or others in the leasehold; (v) lease is free and clear of all Liens other than Permitted Liens. Neither the Company Entity that nor any of its Subsidiaries is a party to such Real Property Lease is current on engaged in any negotiation for the monthly reviewing of the rent and all other charges due payable under such Real Property any Company Lease; (vi) . Neither the Company Entity that is a party to such Real Property Lease has received all approvals nor any of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by its Subsidiaries owns any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property Leasereal property.

Leased Real Property. Section 4.16(b3.10(b) of the Company Disclosure Letter Schedule sets forth a complete and accurate list of all Real Property Leases covering all real property leased currently leased, subleased or subleased to licensed by or from the Company or any Company Entity or otherwise used or occupied by the Company or any Company Entity (such real property, the “Leased Real Property” or the “Real Property”). Section 3.10(b) of the Disclosure Schedule sets forth a list of all leases, lease guaranties and specifies subleases relating to, and Contracts for the leasing, use or occupancy of, the Leased Real Property, including the name of the lessor, licensor, sublessor, master lessor and/or lessee the date and term of the lease, license, sublease or other occupancy right, the aggregate annual rent amount payable thereunder and all amendments, terminations and modifications thereof (the “Company Entity that is a party to such Real Property Lease and any guarantors with respect theretoLeases”). The Company has made available to the Parent Made Available true, correct and complete copies of all Real Property Company Leases. With respect to each Real Property Lease All such Company Leases are valid and effective in accordance with their respective terms against the Company (or Leased Real Propertya Company Entity, as applicable), and, to the case might be, except as set forth in Section 4.16(b) Knowledge of the Company, the other parties thereto, subject to the Enforceability Limitations, and there is not, under any of such Company Disclosure LetterLeases, any existing material default or material amount of rent past due or material event of default (or event which with notice or lapse of time, or both, would constitute a material default) by the Company (or Company Entity, as of the Signing Date: (i) such Real Property Lease relates to use of existing premises (and is not a ground leaseapplicable); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease is in full force and effect; (iii) to the Company’s Knowledge, there are no material disputes, oral agreements, or forbearance programs in effect as to such Real Property Lease; (iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) other parties thereto. Neither the Company Entity that is a party nor any Company Entities have received any written, or, to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, other notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any such Company Lease, which has not been fully remedied and withdrawn. Neither the Leased Company nor any Company Entity owes brokerage commissions or finders’ fees with respect to any such Real Property that or would owe any such fees if any existing Company Lease were renewed pursuant to any renewal options contained in such Company Leases. Each of the buildings, structures and premises located on the Real Property is in reasonably good repair and operating condition, are maintained in a manner consistent with standards generally followed with respect to similar properties, are structurally sufficient in all material respects and are suitable in all material respects for the subject conduct of the business of the Company or Company Entity, as applicable, as presently conducted therein. The Company has not received any written notice from any insurance company of any defects or inadequacies in any Real Property or any part thereof which could materially and adversely affect the insurability of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary or the premiums for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies insurance thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property Lease.

Leased Real Property. Section 4.16(b(A) Except for the Required Consent and the other consents and notices described on Schedule 4.5, no Landlord has any consent right, approval right, right of termination, right to receive notice or other material right arising from or relating to the Merger or any of the Company Disclosure Letter other transactions contemplated by this Agreement. Schedule 4.17(a)(ii)(A)(1) sets forth a true and complete and accurate list of all Material Real Property Leases covering all and except as set forth on Schedule 4.17(a)(ii)(A)(1), there are no licenses, colocation agreements or other documents evidencing the rights and obligations of any of the Group Companies to use or occupy space or telecommunications equipment or receive services, in, at or about any real property leased or subleased to any Company Entity (such real property, other than the “Leased Real Property”) and specifies the Company Entity that is a party to such Owned Real Property Lease and the Additional Property Locations. The Group Companies do not occupy more than de minimis amounts of space and/or maintain significant amounts of equipment (e.g., more than a few racks or a cabinet) at each of the Additional Property Locations. The Group Companies do not have any guarantors obligations with respect theretoto the Additional Property Locations other than immaterial obligations. The Company has delivered or made available to the Parent correct and complete copies of all Material Real Property Leases, and the copies so provided are true, correct and complete. With respect The Material Real Property Leases have not been amended, modified or terminated except for any amendments provided to each Parent in accordance with this Section 4.17(a)(ii)(A)(1). The Group Companies have delivered to Landlords all security deposits required under the Material Real Property Leases, and to the Knowledge of Company, none of such security deposits has been applied against any of the obligations of any of the Group Companies. (B) Each Material Real Property Lease is valid, binding and enforceable in all material respects in accordance with its respective terms on the Group Companies (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no existing material default or material breach by any of the Group Companies under any Material Real Property Lease nor is there any default under a Material Real Property Lease that would give the Landlord thereunder the right to consent to the transactions described in this Agreement that such Landlord would otherwise not have absent such default, and, (i) to the Knowledge of the Company, no other party is in material breach of, or material default under, any Material Real Property Lease, (ii) no event has occurred which would result in a material breach of or material default under any Material Real Property Lease by any of the Group Companies, or to the Knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both) and (iii) to the Knowledge of the Company, (A) each Material Real Property Lease is valid, binding and enforceable in all material respects with respect to the other parties thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity) and (B) there is no action or proceeding, voluntary or involuntary, pending against any Landlord under any section or sections of any bankruptcy or insolvency law. (C) Except for Customer Contracts and rights granted to a landlord as a part of a Material Real Property Lease, there are no subleases, licenses, occupancy agreements, concession agreements, colocation agreements or other documents granting any Person other than the Group Companies any right to use or occupy space or any telecommunications equipment or receive any services related thereto in the Leased Real Property, as and there are no other agreements binding upon any of the case might be, Group Companies or the Leased Real Property granting any Person the right to use or occupy space or telecommunications equipment at the Leased Real Property after the Closing. None of the Group Companies has any renewal or expansion options or obligations except as set forth in Section 4.16(b) the Material Real Property Leases. None of the Company Disclosure Letter, as of the Signing Date: (i) such Real Property Lease relates to use of existing premises (and is not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease is in full force and effect; (iii) to the Company’s Knowledge, there are no material disputes, oral agreements, or forbearance programs in effect as to such Real Property Lease; (iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Material Real Property Leases, nor any interest therein, has been previously assigned or pledged by any of the Group Companies except such pledges and there assignments as shall be fully released prior to Closing. The Group Companies are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice the only owners and holders of, and have all of the tenant’s or licensee’s right, title and interest in and to the landlord under Leased Real Property, free of any Real Property Lease indicating that a Company Entity will and all monetary liens, charges or will not be exercising any extension encumbrances and free of all other Liens other than the Permitted Liens or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid pursuant to Customer Contracts and are being held by the landlord with respect to such Real Property LeaseService Orders.

Leased Real Property. (a) Section 4.16(b2.26(a) of the Company Seller Disclosure Letter sets forth Schedule includes a complete and accurate list of all Real Property Leases covering all real property leased by either of the Companies or subleased to any Company Entity Subsidiary (such real property, the “"Leased Real Property”) and specifies the Company Entity that is a party to such Real Property Lease and any guarantors with respect thereto"). The Company has made available All leases currently in effect relating to the Parent correct and complete copies of all Real Property Leases. With respect to each Real Property Lease or Leased Real Property, together with all amendments and modifications thereto (the "Leases"), are listed on Section 2.26 of Seller Disclosure Schedule. (b) Except as described on Section 2.26(b) of Seller Disclosure Schedule, neither of the case might beCompanies nor any Company Subsidiary 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, except 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 in on Section 4.16(b2.26(d) of the Company Seller Disclosure LetterSchedule, as neither of the Signing Date:Companies nor any Company Subsidiary 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 Section 2.26(e) of Seller Disclosure Schedule, neither of the Companies nor any Company Subsidiary has entered into any subleases relating to the Leased Real Property or granted any licenses or occupancy rights with respect to the Leased Real Property. (f) Neither of the Companies nor any Company Subsidiary has granted or created any Encumbrances on the Leased Real Property, including, without limitation, leasehold mortgages of the Leased Real Property. (g) The use and occupancy of the Leased Real Property by either of the Companies or any Company Subsidiary is in compliance with all 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 Company or any Company Subsidiary has received any written notice from any Governmental Entity 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 Leased Real Property which will remain unpaid at Closing, except for escalation adjustments in relation to any prior assessments, which escalation adjustments are listed on Section 2.26(h) of Seller Disclosure Schedule. (i) such Real Property Lease relates to The Permits listed on Section 2.26(i) of Seller Disclosure Schedule include all Permits which are required for the present use of existing premises (and is not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease is in full force and effect; (iii) to the Company’s Knowledge, there are no material disputes, oral agreements, or forbearance programs in effect as to such Real Property Lease; (iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Companies and each Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company EntitiesSubsidiary, orand each, to the Company’s Knowledgeknowledge of Seller, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property Leaseduly issued.

Leased Real Property. Section 4.16(bNo Acquired Company owns, or has ever owned, any real property. Part 3.9(c) of the Company Disclosure Letter Schedule sets forth forth: (i) all leases, subleases and occupancy agreements, together with all amendments and modifications thereto, pursuant to which any real property is leased by any of the Acquired Companies (each such lease, sublease or occupancy agreement being referred to as a complete and accurate list of all “Real Property Leases covering all Lease” and any such real property leased or subleased by any of the Acquired Companies being referred to any Company Entity (such real property, the as “Leased Real Property”); (ii) the address of each Leased Real Property and specifies any security deposit, guaranty or letter of credit provided to the landlord under the related Real Property Lease; (iii) the expiration date of each Real Property Lease; and (iv) any available renewal options and the notice periods required to exercise or forego such renewal options under each Real Property Lease. True and correct copies of each Real Property Lease have been Made Available to Purchaser. Each Real Property Lease is valid, binding and in full force and effect with respect to the applicable Acquired Company Entity that and, to the Knowledge of the Company, each other party thereto. There is no material default under any Real Property Lease by any Acquired Company or, to the Knowledge of the Company, by any other party thereto and there is not any condition or event which, with notice or lapse of time or both, would constitute a material default under the provisions of any Real Property Lease by any Acquired Company or, the Knowledge of the Company, any other party to such Real Property Lease and any guarantors with respect theretoLease. The Company has made available not received written notice that a party to the Parent correct and complete copies of all a Real Property LeasesLease (other than an Acquired Company) intends to terminate such Real Property Lease. With respect to each Real Property Lease or Leased Real PropertyLease, as the case might betenant thereunder enjoys peaceful, except as set forth exclusive and undisturbed use and possession in Section 4.16(b) all material respects of the demised premises thereunder. No Acquired Company Disclosure Letter, as of the Signing Date: (i) such Real Property Lease relates to use of existing premises (and is not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease is in full force and effect; (iii) to the Company’s Knowledge, there are no material disputes, oral agreements, subleased or forbearance programs in effect as to such Real Property Lease; (iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or otherwise granted to any Person any option or the right of to use or occupancy of occupy any portion of such Leased Real Property or right Property. To the Knowledge of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledge, no Person has claimed condemnation is pending is threatened with respect to any such rights or others in of the leasehold; (v) Leased Real Property. To the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals Knowledge of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with served by all necessary utilities and other services has all necessary access to public roads for the use and operation of such the Leased Real Property as currently used and operated by in connection with the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement conduct of the landlord’s obligations under any Business. The Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes is in good condition and repair for the computation use of rents or charges payable pursuant to the Leased Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to for the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by conduct of the landlord with respect to such Real Property LeaseBusiness.

Leased Real Property. Section 4.16(b(i) of the Company Disclosure Letter Schedule 3.13(c) sets forth a complete all leases ("Real Property Leases") pursuant to which Facilities are leased by the Company, its Subsidiaries or Chroma (as lessee), true and accurate list correct copies of all which have been delivered to Buyer. Such Real Property Leases covering constitute all real leases, subleases or other occupancy agreements pursuant to which the Company, its Subsidiaries or Chroma occupies or uses such Facilities. The Company, its Subsidiaries or Chroma, as the case may be, has a good and valid leasehold interest in, and enjoys peaceful and undisturbed possession of, all leased property leased or subleased to any Company Entity described in such Real Property Leases (such real property, the “"Leased Real Property”) "), free and specifies clear of any and all Encumbrances other than any Permitted Encumbrances and the Company Entity that is a party to restrictions set forth in such Real Property Lease and any guarantors with respect thereto. The Company has made available to the Parent correct and complete copies of all Real Property Leases. With respect to each such parcel of Leased Real Property Lease (A) to the knowledge of the Company, there are no pending or threatened condemnation proceedings or Actions relating to such Leased Real Property, (B) none of the Company, its Subsidiaries or Chroma nor, to the knowledge of the Company, any third party has entered into any sublease, license, option, right, concession or other agreement or arrangement, written or oral, granting to any Person (other than the Company, its Subsidiaries and Chroma) the right to use or occupy such Leased Real Property or any portion thereof or interest therein and (C) to the knowledge of the Company, there is no pending or threatened material special assessment relating to such Leased Real Property which the Company, its Subsidiaries or Chroma would be obligated to pay. Each leased Facility is supplied with utilities necessary for the operation of such Facility as the case might becurrently operated. (ii) With respect to each such Real Property Lease listed Schedule 3.13(c), except as set forth in Section 4.16(bsuch Schedule, (A) there has been no material default under any such Real Property Lease by the Company, its Subsidiaries or Chroma or, to the knowledge of the Company Disclosure LetterCompany, as by any other party thereto, (B) the execution, delivery and performance of this Agreement and the consummation of the Signing Date: transactions contemplated hereby will not cause a material default under any such Real Property Lease, (iC) such Real Property Lease relates to use is a valid and binding obligation of existing premises (and is not a ground lease); (ii) the Company, its Subsidiaries or Chroma or, to the knowledge of the Company’s Knowledge, no by any other party to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease thereto, is in full force and effect; effect with respect to the Company, its Subsidiaries or Chroma or, to the knowledge of the Company, by any other party thereto and is enforceable against the Company, its Subsidiaries or Chroma or, to the knowledge of the Company, by any other party thereto in accordance with its terms, except as the enforceability thereof may be limited by (iii1) applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or similar laws in effect which affect the enforcement of creditors' rights generally or (2) general principles of equity, whether considered in a proceeding at law or in equity, (D) no action has been taken by the Company, its Subsidiaries or Chroma for which any of them would have material liability 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, its Subsidiaries and Chroma, without the consent of the Company, its Subsidiaries or Chroma, under any such Real Property Lease that is material to the Company and its Subsidiaries, taken as a whole, (E) to the knowledge of the Company’s Knowledge, there are no party has repudiated in writing any material disputesterm thereof or threatened in writing to terminate, oral agreements, cancel or forbearance programs in effect as to not renew any such Real Property Lease; Lease that is material to the Company and its Subsidiaries, taken as a whole and (iv) no Company Entity F), except as set forth in Schedule 3.13(c), none of the Company, its Subsidiaries or Chroma nor Chroma has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, mortgaged or encumbered any interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required or in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; subject thereto (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property Leaseportion thereof).

Leased Real Property. Section 4.16(b(a) SECTION 4.22(a) of the Company Disclosure Letter sets forth Schedule contains a complete true and accurate correct list of all Real Property Leases covering all the real property leased leased, subleased or subleased occupied to or by any Company Entity Seller and used to operate the Technology Solutions Segment (such real property, the “Leased Real Property”) and specifies includes the Company Entity that is a party parties to such Real Property Lease lease or sublease, any amendments thereto, the expiration date of such lease or sublease and any guarantors consents, approvals or other documents necessary or required such that each lease and sublease will be in full force and effect and remain binding on all parties thereto in accordance with respect theretothe terms of such lease or sublease as of the Closing Date. The Company has made available to the Parent Sellers have provided Purchaser with true, correct and complete copies of all Real Property Leases. With respect leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to each Real Property Lease or the Leased Real Property, as including all amendments, terminations and modifications thereof (“Real Property Leases”). (b) Sellers have never owned any real property used for the case might be, except as set forth in Section 4.16(b) operation of the Company Disclosure Letter, as of the Signing Date:Technology Solutions Segment. (ic) such Real Property Lease relates to use of existing premises (and is not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease is Sellers have valid leasehold interests in full force and effect; (iii) to the Company’s Knowledge, there are no material disputes, oral agreements, or forbearance programs in effect as to such Real Property Lease; (iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of such all Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company BusinessProperty, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) each case such Leased Real Property is supplied free and clear of all Encumbrances other than Permitted Encumbrances. (d) Sellers have valid and subsisting leasehold estates in and the right to quiet enjoyment of the Leased Real Property for the full term of each lease of such properties. Each lease referred to in paragraph (a) above is a legal, valid and binding agreement, enforceable in accordance with utilities its terms and there is no default (or any condition or event that, after notice or lapse of time or both, would constitute a default) by any Seller thereunder, or, to Knowledge of Sellers, any other services necessary party thereto. TGT currently occupies all of the Leased Real Property for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property LeasesTechnology Solutions Segment, and there are no unresolved disputes other parties occupying, or with a right to occupy, the Leased Real Property. (e) The Leased Real Property is in good operating condition and repair and is suitable for the conduct of the Technology Solutions Segment as presently conducted therein. Neither the operation of Sellers on the Leased Real Property nor, to the Knowledge of Sellers, such Leased Real Property, violate any landlord Laws and Orders relating to such property or operations thereon. Sellers have performed all of their obligations under any Real Property Lease; (xiii) termination agreements pursuant to which such Seller has terminated any leases of real property that are no Company Entity longer in effect and has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord no continuing liability with respect to such terminated real property leases. Neither Seller is party to any agreement or subject to any claim that may require the payment of any real estate brokerage commissions with respect to the Leased Real Property Leaseor the Technology Solutions Segment, and no such commission is owed with respect to any of the Leased Real Property.

Leased Real Property. Section 4.16(b4.20(b)(i) of the Company Disclosure Letter Schedules sets forth a true and complete and accurate list of all Company Leased Real Property and all Company Real Property Leases covering all real property leased or subleased to any Company Entity (such real propertyincluding street addresses, the “date thereof and legal names of the parties thereto, to the extent such information exists for such Company Leased Real Property”) and specifies the pursuant to which any Company Entity that Group Member is a party to such Real Property Lease and any guarantors with respect theretotenant or landlord as of the date of this Agreement. The Company has made available to the Parent correct True and complete copies of all such Company Real Property LeasesLeases have been made available to Acquirer. With respect to The Company or the applicable Subsidiary has a good, valid and enforceable leasehold interest in each Company Leased Real Property free and clear of all Liens, except for Permitted Liens. The relevant Company Group Member’s possession and quiet enjoyment of the Company Leased Real Property under each Company Real Property Lease or has not been disturbed and there are no material disputes with respect to such Company Leased Real Property. To the Company’s knowledge, as no event has occurred or circumstance exists that, with the case might bedelivery of notice, except passage of time or both, would constitute a breach or default under or permit the termination or modification of, or acceleration of rent under, such Company Real Property Lease. Each Company Group Member has performed all material obligations required to be performed by it under any Company Real Property Lease, and no Company Group Member has the present expectation or intention of not fully performing on a timely basis all material obligations required to be performed by such Company Group Member under any Company Real Property Lease. Except as set forth in Section 4.16(b4.20(b)(ii) of the Company Disclosure LetterSchedules, the Transactions, this Agreement and any Ancillary Document to be delivered at or before Closing do not require the consent of any other party relating to the Company Leased Real Property, including from landlords under a Real Property Lease, whether as a deemed “assignment” or otherwise, will not result in a breach of the Signing Date: (i) or default under any Company Real Property Lease, will not give rise to any termination or recapture rights, and will not otherwise cause any such Company Real Property Lease relates to use of existing premises (cease to be legal, valid, binding, enforceable and is not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease is in full force and effect; (iii) to effect on identical terms following the Company’s Knowledge, there are no material disputes, oral agreements, or forbearance programs in effect as to such Real Property Lease; (iv) no Closing. No Company Entity Group Member has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, licensed or encumbered any interest in the leasehold or otherwise granted to any Person any option or the right of to use or occupancy of any portion of occupy such Company Leased Real Property or right of first refusal to acquire any portion thereof and no Company Group Member has collaterally assigned or granted any other security interest in the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by or any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property Leaseinterest therein.

Leased Real Property. (a) No Acquired Company owns or has ever owned any real property. (b) Section 4.16(b3.12(b) of the Company Seller Disclosure Letter Schedule sets forth a an accurate and complete and accurate list description (by street address of all Real Property Leases covering all real property the subject leased or subleased to any Company Entity (such 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 are leased or otherwise occupied by the Labor Company or any Acquired Company (the “Leased Real Property”) and specifies the Company Entity that is a party to such Real Property Lease and any guarantors with respect thereto). The Acquired Companies and the Labor Company has hold valid leasehold interests in the Leased Real Property, free and clear of any Encumbrances. The Seller Parties have made available to the Parent correct Purchaser physically or in the Data Room accurate and complete copies of all leases and subleases and all amendments, renewals and modifications thereto (collectively, the “Leases”) relating to the Leased Real Property Leasesand all other Contracts granting a right in or relating to the Leased Real Property and all Contracts and other documents evidencing, creating or constituting Encumbrances upon or rights in the Leased Real Property. All such documents are listed on Section 3.12(b) of the Seller Disclosure Schedule. With respect to each such Lease, no Acquired Company or the Labor 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 Lease is the actual rental being paid, and there are no separate agreements or understandings with respect to the same. No Person other than the Acquired Companies or the Labor Company is in possession of any portion of the Leased Real Property, as the case might be, except . Except as set forth in Section 4.16(b3.12(b) of the Seller Disclosure Schedule, none of any Acquired Company, the Labor Company Disclosure Letter, as of the Signing Date: (i) such Real Property Lease relates to use of existing premises (and is not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease or any Seller Party has repudiated any material provision thereof and such Real Property Lease is in full force and effect; (iii) to the Company’s Knowledge, there are no material disputes, oral agreements, or forbearance programs in effect as to such Real Property Lease; (iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or granted to any Person any option or the right of to use or occupancy of occupy any portion of such any parcel of Leased Real Property or right Property, and the Acquired Companies and the Labor Company have received no notice, and the Acquired Companies and the Labor Company have no Knowledge, of first refusal to acquire any interest in the leasehold and, claim of any Person to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold;contrary. (vc) Each applicable Acquired Company and the Labor Company Entity that is a party to such Real Property Lease is current on the monthly rent in peaceful and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals undisturbed possession of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with contractual or legal restrictions that preclude or restrict the ability of any landlord under any Acquired Company or the Labor Company to use such Leased Real Property Lease;for the purposes for which it is currently being used. (xiiid) no Company Entity has given any notice to Use of the landlord under any Leased Real Property Lease indicating that a Company Entity will for the various purposes for which it is presently being used is permitted as of right under applicable zoning Laws and is not subject to “permitted non-conforming” use or will not be exercising any extension structure classifications. To the Knowledge of the Acquired Companies or renewal options under such the Labor Company, all buildings, fixtures and other improvements, including the roof, foundation and floors and the heating, ventilation, air conditioning, mechanical, electrical and other building systems, located on the Leased Real Property Lease; and(collectively, the “Improvements”) are in material compliance with all applicable Laws, including those pertaining to health and safety, zoning, building and the disabled. To the actual knowledge of the Acquired Companies and the Labor Company, there is no existing or proposed plan to modify or realign any street or highway or any existing, proposed or, threatened expropriation, eminent domain or other Proceeding that would result in the taking of all or any part of any Leased Real Property or that would prevent or hinder the continued use and enjoyment of any Leased Real Property as heretofore used in the conduct of the businesses of the Acquired Companies or the Labor Company. (xive) all security deposits required under each To the actual knowledge of the Acquired Companies and the Labor Company, the Improvements are structurally sound, are in good operating condition and repair, ordinary wear and tear excepted, are free from patent defects, are suitable for the purposes for which they are being used and planned to be used by the Acquired Companies and the Labor Company and have been maintained in accordance with normal industry practice. The Leased Real Property Lease has been paid constitutes all such property used in or necessary to conduct the businesses of the Acquired Companies and are being held the Labor Company as conducted and as currently planned to be conducted by the landlord with respect to such Real Property LeaseAcquired Companies and the Labor Company.

Leased Real Property. (a) Section 4.16(b25(a) of the Company Corporation Disclosure Letter sets forth a true, correct and complete and accurate list of all real property and interests in real property leased, subleased, licensed, sublicensed or occupied by the Corporation and its Subsidiaries (the Leased Real Properties) pursuant to a lease, sublease, license, sublicense, occupancy agreement or similar Contract under which the Corporation or any of its Subsidiaries is a lessee, sublessee, licensee, sublicensee or occupant of a Leased Real Property Leases covering all real property leased or subleased to any Company Entity (such real property, the “Leased Real Property”) and specifies the Company Entity that is a party to such Real Property Lease and any guarantors with respect theretoLeases). The Company Corporation has made available to the Parent correct and complete copies of all Real Property Leases. With respect to each Real Property Lease or Leased Real Property, as the case might be, except as set forth in Section 4.16(b) of the Company Disclosure Letter, as of the Signing Date: (i) such Real Property Lease relates to use of existing premises (and is not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease is in full force and effect; (iii) to the Company’s Knowledge, there are no material disputes, oral agreements, or forbearance programs in effect as to such Real Property Lease; (iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof;of the Real Property Leases, together with all amendments, modifications or supplements, if any, thereto. (xib) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable Other than pursuant to the Real Property Leases, neither the Corporation nor any Subsidiary leases, licenses or occupies any other real property. The Corporation and there its Subsidiaries do not own, and have never owned, any real property and are no unresolved disputes not party to any Contract to purchase or sell any real property. (c) Each Real Property Lease is valid and legally binding on the Corporation or the applicable Subsidiary and, to the knowledge of the Corporation, each other party thereto, and is enforceable in accordance with its terms by the Corporation or the applicable Subsidiary (subject to bankruptcy, insolvency and other Laws affecting creditors’ rights generally, and to general principles of equity), and neither the Corporation nor any landlord of its Subsidiaries is in breach of or default under any Real Property Lease;, and to the knowledge of the Corporation, no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by the Corporation or any of its Subsidiaries or permit termination, modification or acceleration by any counterparty thereunder or restrict the ability of the Corporation or any of its Subsidiaries to exercise any of its rights as lessee thereunder, including any rights of extension or renewal or first rights of refusal contained therein, and as of the date hereof, there is no dispute in respect of any Leased Real Property. (xiiid) no Company Entity No counterparty has given any notice repudiated or has the right to the landlord under terminate or repudiate any Real Property Lease indicating that (except for the normal exercise of remedies in connection with a Company Entity will default thereunder or will not be exercising any extension or renewal options under such termination rights set forth in a Real Property Lease; and) or any material provision thereof. (xive) all security deposits required under each The current uses of the Leased Real Property Lease has been paid to and are being held by the landlord Corporation and its Subsidiaries comply in all material respects with respect to such the provisions of applicable Real Property Lease. (f) To the knowledge of the Corporation, no counterparty to any Real Property Lease is in material default thereunder. (g) No Leased Real Property has been sublet, sublicensed or otherwise assigned to any third party, and no third party has been granted any other right or permission by the Corporation or its Subsidiaries to occupy any Leased Real Property. (h) There are no Liens, except for Permitted Liens, affecting the leasehold, subleasehold or occupancy rights of the Corporation or its Subsidiaries to any Leased Real Property. (i) Except as set forth in Section 25(i) of the Corporation Disclosure Letter, there are (i) no third party consents, waivers or approvals that are required to be obtained under the Real Property Leases in connection with the Arrangement in respect of such properties, and (ii) no notices that are required to be given to any third parties under the Real Property Leases in connection with the Arrangement in respect of such properties. (j) The Leased Real Property is, for all material purposes, to the knowledge of the Corporation, structurally sound and in reasonably good condition for the operation thereof for the intended regular business purposes of the Corporation or its Subsidiaries. Except as set forth in Section 25(j) of the Corporation Disclosure Letter, (i) no Leased Real Property is currently under material construction and (ii) neither the Corporation nor any Subsidiary is currently obligated to remove (or has received notice from its applicable landlord of any such requirement) at the end of the term of the applicable Real Property Lease, any capital improvements currently installed in any Leased Real Property by the Corporation or its Subsidiaries.

Leased Real Property. Section 4.16(b(i) of Schedule 3.13 sets forth all leases ("Real Property Leases") pursuant to which Facilities are leased by the Company Disclosure Letter sets forth a complete or any of its Subsidiaries (as lessee), true and accurate list correct copies of all which have been delivered to Buyer. Such Real Property Leases covering constitute all real property leased leases, subleases or subleased other occupancy agreements pursuant to which the Company or any Company Entity (of its Subsidiaries occupy or use such real propertyFacilities. Except as set forth in Schedule 3.13, 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 specifies the Company Entity that is a party to such Real Property Lease clear of any and all Encumbrances other than any guarantors with respect thereto. The Company has made available to the Parent correct and complete copies of all Real Property LeasesPermitted Encumbrances. With respect to each such parcel of Leased Real Property Lease (A) to the knowledge of the Stockholders or the Company, there are no pending or threatened condemnation proceedings or Actions relating to such Leased Real Property, as the case might be, (B) except as set forth in Section 4.16(b) Schedule 3.13, other than Permitted Encumbrances neither the Company or any of its Subsidiaries nor, to the knowledge of the Stockholders or the Company, any third party has entered into any sublease, license, option, right, concession or other agreement or arrangement, written or oral, granting to any Person (other than the Company Disclosure Letterand its Subsidiaries) the right to use or occupy such Leased Real Property or any portion thereof or interest therein (C) neither the Stockholders nor the Company has received written notice of any pending or, as to the knowledge of the Signing Date:Stockholders or the Company, threatened special assessment relating to such Leased Real Property and (D) the Company and its Subsidiaries enjoy peaceful and undisturbed possession of the Leased Real Property. (iii) With respect to each such Real Property Lease relates to use of existing premises listed in Schedule 3.13 and except as set forth therein, (and is not a ground lease); (iiA) to the Company’s Knowledge, there has been no party to material default under any such Real Property Lease has repudiated by the Company or any material provision thereof and of its Subsidiaries or, to the knowledge of the Stockholders or the Company, by any other party thereto, (B) each such Real Property Lease is in full force and effect; , (iiiC) no action has been taken by the Company or any of its Subsidiaries and, to the knowledge of the Stockholders or 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 Lease that is material to the Company and its Subsidiaries, (D) to the knowledge of the Stockholders or the Company’s Knowledge, there are no material disputesparty has repudiated in writing any term thereof or threatened in writing to terminate, oral agreements, cancel or forbearance programs in effect as to not renew any such Real Property Lease; Lease that is material to the Company and its Subsidiaries and (ivE) no neither the Company Entity nor its Subsidiaries has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, mortgaged or encumbered any interest therein or in the leasehold any leased property subject thereto (or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property Lease).

Leased Real Property. Section 4.16(b) of the Company Disclosure Letter sets forth a complete and accurate list Schedules lists, as of all the date of this Agreement, the address of each Leased Real Property Leases covering all real property leased (other than temporary construction site offices relating to individual projects) in respect of which the Company is required to pay $250,000 or subleased to any Company Entity more annually in rent (such real property, the “Material Leased Real Property”) and specifies the Company Entity that is a party to such Real Property Lease and any guarantors with respect thereto). The Company has made available to the Parent Plum true, correct and complete copies of the Contracts (including all modifications, amendments, guarantees, supplements, waivers, extensions, renewals, side letters and other agreements with respect thereto) pursuant to which the Company uses or occupies (or has been granted an option to use or occupy) the Material Leased Real Property Leases. With or is otherwise a party with respect to each the Material Leased Real Property (the “Leases”). Each Lease or is in full force and effect and is a valid, legal and binding obligation of the Company, enforceable in accordance with its terms against the Company and, to the Company’s knowledge, each other party thereto, subject, in each case, to the Enforceability Exceptions. The Company has a valid and subsisting leasehold estate in, and enjoys peaceful and materially undisturbed possession of, all Leased Real Property, as subject only to Permitted Liens. The Company has nor subleased, licensed, or otherwise contractually granted to any Person the case might beright to use or occupy any Leased Real Property or any portion thereof. To the Company’s knowledge, except as set forth the Company is not in material breach or default under any Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a material breach or default under any Lease or would permit the termination of by any party to any Lease. The Leased Real Property identified in Section 4.16(b) of the Company Disclosure LetterSchedules, together with the Owned Real Property, comprises all of the real property used in the business of the Company as contemplated as of the Signing Date: (i) such Real Property Lease relates to use date of existing premises (and is this Agreement. The Company has not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease is in full force and effect; (iii) to the Company’s Knowledge, there are no material disputes, oral agreements, or forbearance programs in effect as to such Real Property Lease; (iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded deed in trust, encumbered, or encumbered collaterally assigned or granted any other security interest in any Lease or any interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property Leasetherein.

Leased Real Property. Section 4.16(b4.20(b) of the Company Disclosure Letter Schedules sets forth a true and complete and accurate list of all Leased Real Property and all Real Property Leases covering all real property leased or subleased to any Company Entity (such real propertyincluding street addresses, the “date thereof and legal names of the parties thereto, to the extent such information exists for such Leased Real Property”) and specifies the pursuant to which any Company Entity that Group Member is a party to such Real Property Lease and any guarantors with respect theretotenant or landlord as of the date of this Agreement. The Company has made available to the Parent correct True and complete copies of all Real Property Leases. With respect to each Real Property Lease or Leased Real Property, as the case might be, except as set forth in Section 4.16(b) of the Company Disclosure Letter, as of the Signing Date: (i) such Real Property Lease relates Leases have been made available to use of existing premises (Acquiror. The Company or the applicable Subsidiary has a good, valid and is not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease is in full force and effect; (iii) to the Company’s Knowledge, there are no material disputes, oral agreements, or forbearance programs in effect as to such Real Property Lease; (iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any enforceable leasehold interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of such each Leased Real Property or right free and clear of first refusal to acquire any interest in the leasehold andall Liens, to the Companyexcept for Permitted Liens. The relevant Company Group Member’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent possession and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals quiet enjoyment of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has not been paid to disturbed and there are being held by the landlord no material disputes with respect to such Leased Real Property. To the Company’s knowledge, no event has occurred or circumstance exists that, with the delivery of notice, passage of time or both, would constitute a breach or default under or permit the termination or modification of, or acceleration of rent under, such Real Property Lease. Each Company Group Member has performed all material obligations required to be performed by it under any Real Property Lease, and no Company Group Member has the present expectation or intention of not fully performing on a timely basis all material obligations required to be performed by such Company Group Member under any Real Property Lease. The Transactions, this Agreement and any Ancillary Document to be delivered at or before Closing do not require the consent of any other party relating to the Leased Real Property, including from landlords under a Real Property Lease, whether as a deemed “assignment” or otherwise, will not result in a breach of or default under any Real Property Lease, will not give rise to any termination or recapture rights, and will not otherwise cause any such Real Property Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing. No Company Group Member has subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof and no Company Group Member has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein.

Leased Real Property. Section 4.16(b(a) of the Company Disclosure Letter sets forth Attached as Schedule 3.10.2 is a complete and accurate list of all Real Property Leases covering all leases and subleases as currently in effect (the "Leases") for real property leased or subleased to any Company Entity (such real property, the “"Leased Real Property”"; the "Owned Real Property" and the "Leased Real Property" collectively, the "Real Property") and specifies to which the Company Entity that or any Company Affiliate is a party party. Except as set forth on Schedule 3.10.2, the Company or its applicable Company Affiliate has a good and valid leasehold interest in and to such Real Property Lease and any guarantors with respect thereto. The Company has made available to all of the Parent correct and complete copies of all Real Property Leases. With respect to each Real Property Lease or Leased Real Property, as and the case might be, except as set forth leasehold interest in Section 4.16(b) of the Company Disclosure Letter, as of the Signing Date: (i) such Leased Real Property Lease relates to use of existing premises (and is not a ground leasesubject to any Liens (other than Permitted Liens); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property . Each Lease is in full force and effect;effect and is enforceable in all material respects in accordance with its terms. Neither the Company nor any Company Affiliate is in material default nor are there any conditions which, with the giving of notice, the passage of time or both, would become a material default by the Company or any Company Affiliate under any Lease. NPC Group has previously delivered to the Investor true and complete copies of all the Leases. Except as described on Schedule 3.10.2, no Consent is required from the landlord under any Lease as a result of the execution of this Agreement or the consummation of the transactions contemplated hereby. (iiib) to The Real Property constitutes all of the material real property owned or leased in connection with the business of the Company and the Company Affiliates. Except as set forth on Schedule 3.10.2, other than the Company’s Knowledge, the Company Affiliates and lessors under the Leases (and any assignees of such lessors' interests in the Leases), there are no material disputes, oral agreements, parties in possession or forbearance programs in effect as parties having any current or future right to occupy (other than such rights held by future lessees of the Leased Real Property Lease; (iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered which do not allow such lessees any interest in the leasehold or granted right to occupy any Person any option or right of use or occupancy of any portion of such Leased Real Property at least until the term of the applicable Leases and any extension period thereof shall have expired) any of the Real Property. The material Real Property is in a condition and repair sufficient and appropriate for the conduct of the business of the Company and the Company Affiliates. The Real Property and all improvements located thereon conform in all material respects to all building, zoning and other laws, ordinances, rules and regulations which are applicable to the Company or right the Company Affiliates. There exists no material violation of any covenant, condition, restriction, easement, agreement or order affecting any portion of the Real Property. All improvements located on the Real Property have access to a public road from such Real Property. No such improvements encroach on land not included in the Real Property. There is no pending or, to NPC Group's Knowledge, threatened condemnation proceeding affecting any portion of the Real Property. There are no outstanding options or rights of first refusal to acquire any interest in the leasehold and, with respect to the Company’s Knowledgepurchase or use of any of the Owned Real Property, no Person has claimed any such rights portion thereof or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof interest therein. Except as currently operated contemplated by the Company BusinessSection 1.5, and to other than the Company’s Knowledge, leases of the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by Property, neither the Company Business; (viii) there are no Persons (other than nor any of the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, Affiliates is obligated to the Company’s Knowledge, by purchase or lease any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property Leasereal property.

Leased Real Property. Section 4.16(b5.10(c) of the Company Sellers Disclosure Letter Schedule sets forth a correct and complete and accurate list of all Real Property Leases covering all real property leased leased, licensed, or subleased to any otherwise used or occupied (but not owned) at Closing by the Company Entity (such real propertycollectively, the “Leased Real Property”) and specifies under any lease, sublease, license, concession, or other agreement allowing for occupancy of the Company Entity that is a party to such Leased Real Property Lease and any guarantors with respect thereto(each, a “Real Property Lease”). The Company has made available to the Parent correct a valid and complete copies of all Real Property Leases. With respect to each Real Property Lease or subsisting leasehold interest in its Leased Real Property, as in each case free and clear of all Encumbrances, other than the case might be, except as set forth in Section 4.16(b) of the Company Disclosure Letter, as of the Signing Date: (i) Real Estate Encumbrances. All such Real Property Lease relates to use of existing premises (and is not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease is Leases are in full force and effect; (iii) to the Company’s Knowledge, there are no material disputespast due rents, oral agreementsand there are no existing breaches or defaults by, or forbearance programs in effect as to such Real Property Lease; (iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trustany events that with or without the passage of time or the giving of notice, or encumbered any interest in the leasehold both, would constitute a breach, default, or granted to any Person any option or right an event of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold anddefault by, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such under any Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that to which it is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entitiesparty, or, to the Company’s KnowledgeKnowledge of Sellers, by any other party under to any such Real Property Lease; (x) . To the copies Knowledge of such Sellers, there exists no condition, restriction or reservation that would prevent the Company’s business, and the Company in its operation of the Company’s business after the Closing Date, from enforcing its rights with respect to Leased Real Property Lease delivered after the Closing to the same full extent the Company could if the Contemplated Transactions did not occur. The operations of the Company on the Leased Real Property do not violate any applicable Law. All material certificates of occupancy, permits, licenses, approvals and other authorizations required to be held by the Company in connection with the past and present operations of the Company and the business of the Company on the Leased Real Property have been lawfully issued to the Parent are trueCompany and are, correct as of the date of this Agreement, and will be following the consummation of the Contemplated Transactions, in full force and effect. The Leased Real Property is in satisfactory operating condition and repair (ordinary wear and tear excepted). Correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, including all amendments and there are modifications thereto, have been delivered or made available to Parent prior to the date of this Agreement, and no unresolved disputes with any landlord under changes have been made to any Real Property Lease; (xiii) no Company Entity has given any notice to Leases since the landlord under any date of delivery. The Leased Real Property Lease indicating that a Company Entity will has not been subleased or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held licensed by the landlord with respect to such Company and the Company is the only party in occupancy of the Leased Real Property LeaseProperty, other than in the Ordinary Course of Business.

Leased Real Property. (i) Section 4.16(b3.11(b)(i) of the Company Disclosure Letter sets forth contains a true, complete and accurate list of all real property leased, subleased, licensed or otherwise occupied by the Company or its Subsidiaries (collectively, the “Leased Real Property”), as well as a complete and accurate list of all leases, subleases, licenses or other occupancy agreements to which the Company or any of its Subsidiaries is a party in connection with such Leased Real Property Leases covering all real property leased or subleased to any (each, a “Company Entity (such real propertyReal Property Lease” and, collectively, the “Leased Company Real PropertyProperty Leases”) and specifies the ). Each Company Entity that is a party to such Real Property Lease is in full force and any guarantors with respect thereto. The Company effect and has made available to the Parent correct and complete copies of all Real Property Leases. With respect to each Real Property Lease not been modified, amended, terminated, renewed, or Leased Real Property, as the case might beextended, except as set forth in the applicable Company Real Property Lease. Except as would not be material to the Company and its Subsidiaries taken as a whole, there is no default by the Company or any of its Subsidiaries under any of the Company Real Property Leases, or, to the Knowledge of the Company, defaults by any other party thereto, except such defaults as have been waived in writing or cured. Neither the Company nor any of its Subsidiaries has pledged, encumbered, subleased, licensed or otherwise granted any third party the right to use or occupy any material portion of any Leased Real Property. (ii) Except as set forth in Section 4.16(b3.11(b)(ii) of the Company Disclosure Letter, as of the Signing Date: (i) such date hereof, the Company and/or its Subsidiaries have valid leasehold, subleasehold or license interests in all Leased Real Property Lease relates to use free and clear of existing premises (all Liens, except for Permitted Liens. The Company or its Subsidiaries, as applicable, presently enjoys peaceful and is not a ground lease); (ii) to undisturbed possession of the Company’s Knowledge, no party to such Leased Real Property Lease has repudiated any material provision thereof and such Real Property Lease is in full force and effect;Property. (iii) to Except as set forth in Section 3.11(b)(iii) of the Company’s Knowledge, there are no material disputes, oral agreements, or forbearance programs in effect as to such Real Property Lease; (iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold andDisclosure Letter, to the Company’s Knowledge, no Person has claimed any such rights or others all improvements and fixtures on all Leased Real Property, including roofs, structures, electrical, plumbing and HVAC systems and equipment, are in the leasehold; (v) good operating condition in all material respects, subject to ordinary wear and tear. Neither the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease nor any of its Subsidiaries has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property written notice that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such any Leased Real Property is supplied in violation of any applicable Law which violation has not been cured. No construction, alteration or other leasehold improvement work with utilities and other services necessary for the operation of such respect to any Leased Real Property as currently operated remains to be paid for or to be performed by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession or any of such Leased Real Property; (ix) there are no defaults by the Company Entities, its Subsidiaries or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by applicable landlord thereunder. Neither the Company nor any of its Subsidiaries is a party to the Parent are trueany non-disturbance agreement, correct and complete copies thereof; lessor forbearance agreement (xi) no written waiverincluding with respect to COVID-19), indulgence, lessor waiver agreement or postponement of the landlord’s obligations under similar agreement affecting any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property LeaseProperty.

Leased Real Property. (a) The Company Group does not own, nor has it ever owned, any real property. Section 4.16(b4.12(a) of the Company Disclosure Letter sets forth a complete true and accurate correct list of all Real Property Leases covering all real property leased or subleased to any in which the Company Entity Group has a leasehold interest (such real property, the “Leased Real Property”) and specifies the Company Entity that is a party to leases or other Contracts evidencing such Real Property Lease interests (including all amendments, extensions, renewals, guaranties and any guarantors other agreements with respect thereto. The Company has made available to ) (the Parent correct and complete copies of all “Real Property Leases”). With respect to each The Leased Real Property Lease or Leased Real Property, comprises all of the real property used in the operation of the business of the Company Group as the case might be, except currently conducted. Except as set forth in on Section 4.16(b4.12(b) of the Company Disclosure Letter, as of the Signing Date: (i) such the Company Group has good and valid leasehold interest in the Leased Real Property, and the Company Group has not collaterally assigned, mortgaged, deeded in trust or granted any other Liens in the Leased Real Property Lease relates to use of existing premises (and is not a ground lease)other than Permitted Liens; (ii) to the Company’s Knowledgeknowledge, no party to such the Company Group’s leasehold interest in the Leased Real Property Lease has repudiated is not subject to any material provision thereof Lien (other than the lien, if any, of current property Taxes and such assessments not in default and other than as provided for in the Real Property Lease is in full force and effectLeases); (iii) the Real Property Leases constitute all written and oral agreements of any kind relating to the Company’s Knowledgeleasing, there are no material disputesrental, oral agreements, use or forbearance programs in effect as to such occupancy of the Leased Real Property Leaseand contain arms length terms with respect to the parties thereto; (iv) no Company Entity has subleasedthird party is in possession of the Leased Real Property, licensedand none of the Leased Real Property is subject to any lease, assignedsublease, transferredlicense, conveyedconcession, mortgagedoption to purchase, deeded in trust, purchase agreement or encumbered any interest in the leasehold or granted grant to any Person any option or right of use or occupancy of any portion right relating to the use, occupancy or enjoyment of such Leased Real Property property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leaseholdportion thereof; (v) the Company Entity that is a party to such Leased Real Property Lease is current on not subject to any use restrictions, exceptions, reservations or limitations which interfere with or impair the monthly rent present and all other charges due under such Real Property Leasecontinued use thereof as currently used by the Company Group in the conduct of its business; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than pending or, to the knowledge of the Company Entities) in possession Group, threatened, condemnation or other Proceedings or claims relating to any of such the Leased Real Property; (vii) to the knowledge of the Company Group, the Leased Real Property 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 the Leased Real Property, and access to the Leased Real Property is provided by paved public right-of-way; (viii) all necessary utilities are currently available to the Leased Real Property in sufficient size and capacity to adequately serve the continued use thereof as currently used by the Company Group in the conduct of its business; (ix) to the knowledge of the Company Group, the Leased Real Property is properly zoned to permit the continued use of the Leased Real Property for the conduct of the Business, and, to the knowledge of the Company Group, there are no defaults by the Company Entities, or, pending amendments to the Company’s Knowledge, by any other party under applicable zoning ordinance which are likely to curtail or to interfere with such Real Property Leasecontinued use; (x) the copies conduct of such Real Property Lease delivered by the business of the Company to Group on the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to is in compliance in all material respects with applicable Laws and the Real Property Leases, and there are no unresolved disputes with any landlord under any portion of the Leased Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that is operated as a Company Entity will or will not be exercising any extension or renewal options under such Real Property Leasenonconforming use; and (xivxi) all security deposits required under each Licenses and Permits necessary for the occupancy and use of the Leased Real Property Lease has for the conduct of the business of the Company Group have been paid to obtained and are being held by in full force and effect. (b) All structures and improvements located on, fixtures contained in, and appurtenances attached to the landlord Leased Real Property, and to the knowledge of the Company Group, all buildings located on the Leased Real Property, conform to all applicable Laws in all material respects. All such structures, improvements, fixtures and appurtenances, and to the knowledge of the Company Group, all such buildings, are in good condition and repair, subject to normal wear and tear, and no condition exists which materially interferes with respect to such Real Property Leasethe economic value or use thereof.

Leased Real Property. Section 4.16(b3.18(b)(i) of the Company Disclosure Letter Schedules sets forth a true and complete and accurate list (including street addresses) of all Real Property Leases covering all real property leased leased, subleased, or subleased to similarly used or occupied by any Company Entity of the Group Companies (such real property, the “Leased Real Property”) and specifies the all Real Property Leases pursuant to which any Group Company Entity that is a party to such Real Property Lease and any guarantors with respect theretotenant or landlord as of the date of this Agreement. The Company has made available to the Parent correct True and complete copies of all Real Property Leases. With respect to each Real Property Lease or Leased Real Property, as the case might be, except as set forth in Section 4.16(b) of the Company Disclosure Letter, as of the Signing Date: (i) such Real Property Lease relates Leases (including, for the avoidance of doubt, all amendments, extensions, renewals, guaranties and other material agreements with respect thereto) have been made available to use of existing premises (and is not a ground lease); (ii) to the Company’s Knowledge, no party to such SPAC. Each Real Property Lease has repudiated any material provision thereof been duly authorized and such Real Property Lease executed by the applicable Group Company party thereto, is in full force and effect; (iii) to , and is a valid, legal and binding obligation of the Company’s Knowledgeapplicable Group Company party thereto, there are no material disputes, oral agreements, or forbearance programs enforceable in effect as to accordance with its terms against such Real Property Lease; (iv) no Group Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledgeknowledge, each other party thereto (subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by any Group Company or, to the Company’s knowledge, any counterparty or third-party under any Real Property Lease, and, to the Company’s knowledge, no Person event has claimed occurred which (with or without notice or lapse of time or both) would constitute a material breach or default or would permit termination of, or a material modification or acceleration thereof by any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current Leases. Except as set forth on Section 3.18(b)(ii) of the monthly rent and all other charges due under such Company Disclosure Schedules, with respect to each of the Real Property Lease; Leases: (vii) the possession and quiet enjoyment of the Leased Real Property by the applicable Group Company Entity that is a party to thereto under such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Businessnot been disturbed, and to the Company’s Knowledgeknowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property Lease; (ii) the applicable Group Company party thereto has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (iii) the applicable Group Company party thereto has not collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein. The Leased Real Property comprises all of the real property used or intended to be used in, or otherwise related to, the business of the Group Companies. No representation or warranty is made herein regarding the status of the fee title (and any matters pertaining to such fee title) of any real property subject to any Real Property Lease; it being understood and agreed that the provisions of this Section 3.19(b), as they relate to any Leased Real Property, pertain only to the leasehold interest of the applicable Group Company.

Leased Real Property. Section 4.16(b3.14(b) of the Company Disclosure Letter sets forth contains a true, correct and complete and accurate list list, as of December 4, 2019, of all Real Property Leases covering all of the existing leases, subleases, licenses or other Contracts pursuant to which the Company Group uses or occupies, or has the right to use or occupy, now or in the future, any real property leased that provide for payments by the Company in excess of $1,000,000 per annum, excluding any Contract for the use of real property that is terminable by any party thereto without penalty on 90 days’ or subleased to any Company Entity less notice (such real property, the “Leased Real Property,” and each such lease, sublease, license or other agreement, a “Lease”) and specifies the Company Entity that is a party to such Real Property Lease and any guarantors with respect thereto). The Company has made available to the Parent true, correct and complete copies of all Real Property LeasesLeases (including all material modifications, amendments and supplements thereto), and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each Real Property Lease and except as would not have a Company Material Adverse Effect or materially and adversely affect the current use by the Company Group of the Leased Real Property, as (i) to the case might beKnowledge of the Company, except there are no disputes with respect to such Lease; (ii) no Company Group Member has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (iii) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The Company or its Subsidiaries has valid leasehold estates in the Leased Real Property, free and clear of all Liens (other than Permitted Liens). Neither the Company Group, nor to the Knowledge of the Company, any other party to the Lease is in material breach of or default pursuant to any Lease. Except as set forth in Section 4.16(b3.14(b) of the Company Disclosure Letter, as with respect to each of the Signing Date: Leases: (iA) such each Company Group Member’s possession and quiet enjoyment of the Leased Real Property under such Lease relates to use of existing premises has not been disturbed; (and is not a ground lease); (iiB) neither the Company Group nor any other party to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease is in full force and effect; (iii) to the Company’s Knowledgebreach or default under such Lease, there are no material disputes, oral agreements, or forbearance programs in effect as to such Real Property Lease; (iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Knowledge of the Company’s Knowledge, no Person event has claimed any occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such rights a breach or others in default, or permit the leasehold; termination, modification or acceleration of rent under such Lease; and (vC) the Company Entity that is a other party to such Real Property Lease is current on the monthly rent not an Affiliate of, and all other charges due under such Real Property Lease; (vi) otherwise does not have any economic interest in, the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property LeaseGroup.

Leased Real Property. (a) Section 4.16(b4.5(a) of the Company Inland Parties Disclosure Letter sets forth Schedules contains a complete and accurate list of all real property leases to which any Inland Party is a party, including the Assigned Office Leases and the Lease Agreement for the premises known as Suite 200 and Suite 310 of 2809 Xxxxxxxxxxx Xxxx, dated as of August 31, 2012, by and between Inland Continental Property Management Corp., as managing agent for Oak Brook Office Center, LLC, and Holdco (the “Real Property Leases covering all Leases,” and the real property leased or subleased subject to any Company Entity (such real propertythe 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 Business Manager Business or the business of the Property Managers. Each Inland Party, as applicable, holds the leasehold interests in the Leased Real Property free and specifies the Company Entity clear of all liens and encumbrances. No Inland Party owns real property that is used in the Business Manager Business. (b) The Inland Parties have delivered to American a party to such true and complete copy of each Real Property Lease and any guarantors with respect thereto. The Company has made available to the Parent correct and complete copies of all Real Property LeasesLease. With respect to each Real Property Lease or Leased Real Property, as the case might be, except as set forth in Section 4.16(b) of the Company Disclosure Letter, as of the Signing DateLease: (i) such Real Property Lease relates to use of existing premises (is valid, binding, enforceable and is not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease is in full force and effect; (iiiii) the applicable Inland Party to the Company’s Knowledgeeach Real Property Lease has not received written notice that such Inland Party is in breach or default, there are no in any material disputesrespect, oral agreements, or forbearance programs in effect as to under such Real Property Lease; , and to the Knowledge of the Inland Parties 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 Inland Party, in any material respect, of such Real Property Lease and the applicable Inland Party to each Real Property Lease has (ivy) no Company Entity has not subleased, licensedassigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof, assigned, transferred, conveyed, mortgaged, deeded in trust, except any sublease or encumbered any interest in right to use space granted to the leasehold or Business Manager to which American has been apprised and (z) not granted to any Person any option outstanding options or right rights of use or occupancy of first refusal to purchase any portion of such Leased Real Property or right of first refusal to acquire any portion thereof or interest in the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leaseholdtherein; (viii) the Company Entity that is a party applicable Inland Party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such each Real Property Lease has received not pledged, mortgaged or otherwise granted an encumbrance on its leasehold interest in any Leased Real Property; and (iv) there are no Affiliates of the Inland Parties that guaranty any obligations of the applicable Inland Party under any Real Property Lease and all approvals of Governmental Entities (including licenses and permits) material improvements required in connection with the operation thereof as currently operated by the Company Businessterms of the Real Property Leases to be made by the landlord have been completed in all material respects and the tenant thereunder is satisfied with such improvements. (c) As of the date hereof, and no Inland Party has received written notice of (i) any material violations of building codes and/or zoning ordinances affecting the Leased Real Property, (ii) existing, pending or, to the Company’s KnowledgeKnowledge of the applicable Inland Party, threatened condemnation proceedings affecting the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; or (viiiii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entitiesexisting, pending or, to the Company’s KnowledgeKnowledge of the Inland Parties, by any threatened zoning, building code or other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgencemoratorium proceedings, or postponement similar matters which could reasonably be expected to adversely affect the ability to operate the Leased Real Property, in any material respect, as currently operated. Neither the whole nor any material portion of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity damaged or destroyed by fire or other casualty which has given affected, in any material respect, the use or received any notice that disputes operation of the computation of rents or charges payable pursuant to the Leased Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property LeaseProperty.

Leased Real Property. Section 4.16(b4.18(b)(i) of the Company Disclosure Letter Schedules sets forth a true, correct and complete and accurate list (including street addresses) of all Real Property Leases covering all real property leased leased, subleased, licensed or subleased to similarly used or occupied by any Company Entity of the Group Companies (such real property, the “Leased Real Property”) and specifies the all Real Property Leases pursuant to which any Group Company Entity that is a party to such Real Property Lease and any guarantors with respect theretotenant or landlord as of the date of this Agreement. The Company has made available to the Parent True, correct and complete copies of all Real Property Leases. With respect to each Real Property Lease or Leased Real Property, as the case might be, except as set forth in Section 4.16(b) of the Company Disclosure Letter, as of the Signing Date: (i) such Real Property Lease relates Leases (including, for the avoidance of doubt, all amendments, extensions, renewals, guaranties and other agreements with respect thereto) have been made available to use of existing premises (and is not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Pioneer. Each Real Property Lease is in full force and effect; (iii) effect and is a valid, legal and binding obligation of the applicable Group Company party thereto, enforceable in accordance with its terms against such Group Company and, to the Company’s Knowledgeknowledge, each other party thereto (except as enforceability is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by any Group Company or, to the Company’s knowledge or as set forth on Section 4.18(b)(ii) of the Company Disclosure Schedules, any third party under any Real Property Lease, and, to the Company’s knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any party to any Real Property Lease. The Group Companies’ possession and quiet enjoyment of the Leased Real Property under any Real Property Lease has not been disturbed, and to the Company’s knowledge, there are no material disputesdisputes with respect to any Real Property Leases. Except as set forth in Section 4.18(b)(iii) of the Company Disclosure Schedules, with respect to each of the Real Property Leases, there are no (i) written or oral agreementssubleases, licenses, concessions or other Contracts granting to any Person other than a Group Company the right to use or occupy any Leased Real Property or any portion thereof and (ii) outstanding options or rights of first refusal to purchase all or any portion of any Leased Real Property. The Leased Real Property comprises all of the real property used in, or forbearance programs in effect as otherwise related to such Real Property Lease; (iv) no the Business. No Group Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, encumbered, or encumbered collaterally assigned or granted any other security interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property Leaseinterest therein.

Leased Real Property. (a) None of the Company or any Subsidiary owns or has owned any real property. (b) Section 4.16(b3.14(b) of the Company Disclosure Letter sets forth a complete Schedule lists: (i) the block and accurate list lot number, and the street address, of all Real Property Leases covering all each parcel of real property leased or subleased to by the Company or any Company Entity Subsidiary (such real property, the “Leased Real Property”), (ii) the identity of the lessor, lessee and specifies the Company Entity that is a party to current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) all applicable lease agreements for each parcel of Leased Real Property Lease and any guarantors with respect thereto. a summary of the terms and rental payment amounts pertaining to each such parcel of Leased Real Property, and (iv) the current use of each such parcel of Leased Real Property. (c) The Company has made available to the Parent correct Purchaser true and complete copies of all lease agreements for each parcel of Leased Real Property LeasesProperty, as listed in Section 3.14(b) of the Disclosure Schedule. With respect to each Real Property Lease lease listed in Section 3.14(b) of the Disclosure Schedule, none of the Company nor any Subsidiary has exercised or given any notice of exercise of any option, right of first offer or right of first refusal contained in any such lease or sublease. (d) To the knowledge of the Company, either the Company or a Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Leased Real Property, as and there are no contractual or legal restrictions that preclude or restrict the case might be, except as set forth in Section 4.16(b) ability to use the Leased Real Property for the purposes for which it is currently being used. To the knowledge of the Company Disclosure Letter, as of the Signing Date: (i) such Real Property Lease relates to use of existing premises (and is not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease is in full force and effect; (iii) to the Company’s Knowledge, there are no material disputes, oral agreements, latent defects or forbearance programs in effect as to such Real Property Lease; (iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in material adverse physical conditions affecting the leasehold or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right any of first refusal the facilities, buildings, improvements, or fixtures attached to acquire or located on any interest in the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is Property. To the subject knowledge of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such the Company, neither the Company nor any Subsidiary has leased or subleased any parcel or any portion of any parcel of Leased Real Property is supplied with utilities to any other Person and no other services necessary for Person has any rights to the operation of such Leased Real Property as currently operated by use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement, nor has the Company Business; (viiior any Subsidiary assigned its interest under any lease or sublease listed in Section 3.14(b) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under Disclosure Schedule to any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property Leasethird party.

Leased Real Property. (i) Section 4.16(b2.21(b) of the Company Disclosure Letter sets forth a complete and accurate list of all Real Property Leases covering Schedule lists all real property and interests therein leased or subleased by the Company or any of its subsidiaries or which the Company or any of its subsidiaries is granted a right to any Company Entity use or occupy (such real property, the “"LEASED REAL PROPERTY") and appurtenant easements. The Leased Real Property”) and specifies the Company Entity that Property is leased pursuant to a party to such Real Property Lease and any guarantors with respect thereto. The Company has made available to the Parent correct and complete copies of all Real Property Leases. With respect to each Real Property Lease or Leased Real Property, as the case might be, except as set forth in Contract identified on Section 4.16(b2.9(a) of the Company Disclosure LetterSchedule as a real property lease (each, as a "REAL PROPERTY LEASE"), including the date and name of the Signing Date: (i) parties to such Real Property Lease relates to use Lease. The Company or a subsidiary has good, valid and marketable leasehold title under each Real Property Lease, free and clear of existing premises (any Encumbrance, and is not a ground lease);the Leased Real Property constitutes all real property currently used by the Company and its subsidiaries. Neither any portion of the Leased Real Property nor the conduct of the Business thereon violates any restrictive covenant applicable thereto. The restrictive covenants, easements and rights-of-way affecting the Leased Real Property do not, and will not, impair the conduct of the Business. (ii) Section 2.9(a) of the Company Disclosure Schedule contains a list of all documents (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for the Leased Real Property. None of the Selling Members, the Company or any of its subsidiaries owes, or will owe in the future, any brokerage commissions or finder's fees with respect to the Company’s Knowledge, no party to such any Real Property Lease has repudiated any material provision thereof and the other party to each such Real Property Lease is not an Affiliate of the Company or its subsidiaries. No security deposit or portion thereof deposited with respect the Leased Real Property has been applied in full force and effect; (iii) to respect of a breach or default under the Company’s Knowledgelease for the Leased Real Property which has not be redeposited in full, there are no material disputes, oral agreements, or forbearance programs in effect as with respect to such the Leased Real Property Lease; (iv) no Property, and neither the Company Entity nor any of its subsidiaries has subleased, licensed, assigned, transferred, conveyedsubleased, mortgaged, deeded in trust, trust or otherwise transferred or encumbered the Leased Real Property or any interest therein. **CONFIDENTIAL TREATMENT REQUESTED BY XXXXXXXX, INC.** (iii) The Company and its subsidiaries have good and valid leasehold interests in all buildings, improvements and fixtures located on the leasehold Leased Real Property, regardless of whether such buildings, improvements or granted fixtures are subject to any Person any option reversion to the landlord or right other third party upon the expiration or termination of use or occupancy of any portion of the lease for such Leased Real Property or right of first refusal to acquire any interest in (the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold;"LEASEHOLD IMPROVEMENTS"). (viv) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals The classification of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, each parcel of the Leased Real Property that is under applicable zoning laws, ordinances and regulations permits the subject use and occupancy of such Real Property Lease is operated parcel and maintained in accordance with applicable Laws; (vii) such the operation of the Business thereon as currently conducted, and permits the Leasehold Improvements located thereon as currently constructed, used and occupied. The Leased Real Property is supplied with utilities includes access to public streets or valid perpetual easements over private streets sufficient for ingress and other services necessary egress thereto for the operation of such Leased Real Property as currently operated by conduct the Company Business; (viii) there are . There is no Persons (condemnation, expropriation or other than the Company Entities) proceeding in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, eminent domain pending or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement knowledge of the landlord’s obligations under Selling Members, threatened, affecting any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents portion thereof or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property Leaseinterest therein.

Leased Real Property. Section 4.16(b(a) of the Company Disclosure Letter sets forth a complete and accurate list of all Real Property Leases covering Schedule ‎4.09(a) identifies all real property leased or subleased to any or used by the Company Entity as of the date hereof, including the landlord’s name (such real property, the “Leased Real Property”) and specifies the Company Entity that is a party to such Real Property Lease and any guarantors with respect thereto). The Company has made available to the Parent correct and complete copies of all Real Property Leases. With respect to each Real Property Lease or Leased Real Property, as the case might be, except as set forth in Section 4.16(b) of the Company Disclosure Letter, as of the Signing Date: (i) such Real Property Lease relates to use of existing premises (and is not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease is in full force and effect; (iii) to the Company’s Knowledge, there are no material disputes, oral agreements, or forbearance programs in effect as to such Real Property Lease; (iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such All Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, leased to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company pursuant to the Parent are written leases, true, correct and complete copies thereof; of which have been previously delivered to the Purchaser (xi) no written waivercollectively the “Real Property Leases”). The Company has a valid leasehold interest in the Leased Real Property, indulgencefree and clear of all Encumbrances. Other than as set forth in Schedule 4.09(a), or postponement of the landlord’s obligations under Company has not subleased any Leased Real Property has been granted; (xii) and the Leased Real Property is not otherwise subject to any third-party licenses, concessions, leases or tenancies of any kind. The Real Property Leases are in full force and effect and there are no Company Entity has given other amendments, agreements or received any notice that disputes the computation of rents or charges payable pursuant understandings relating to the Real Property Leases. All rent, additional rent and there other charges due under the Real Property Leases were paid in full through the end of the month applicable to the Closing Date (i.e., if the Closing Date is March 1, 2018 then through March 31, 2018). There are no unresolved disputes with material defaults on the part of the Company or the landlord under the Real Property Leases. The Company has performed all of its obligations to be performed under the Real Property Leases. There are no claims by any landlord against the Company under the Real Property Leases. There are no rent concessions, abatements, or contributions owed to the Company under any Real Property Lease;Leases. (xiiib) no Except as set forth on Schedule 4.09(b), the Company Entity has given not received written notice that the use or occupancy of the Leased Real Property violates in any notice material respect any covenants, conditions or restrictions that encumber such property, or that any such property is subject to any restriction for which any material permits necessary to the landlord under any Real Property Lease indicating that a Company Entity will or will current use thereof have not be exercising any extension or renewal options under such Real Property Lease; andbeen obtained. (xivc) all security deposits required under each Real Property Lease has been paid There are no pending or, to and are being held by the landlord Knowledge of the Company, threatened condemnation proceedings with respect to such any portion of the Leased Real Property. There are no actual or, to the Knowledge of the Company, threatened or imminent changes in the present zoning of any Leased Real Property Leaseor any part thereof or any restrictions, limitations or regulations issued, or proposed or under consideration by any Governmental Entity having or asserting jurisdiction over the Leased Real Property.

Leased Real Property. The real property demised by the leases described on Section 4.16(b3.09(a) of the Company Disclosure Letter sets forth a complete and accurate list of all Schedule (the “Real Property Leases covering Leases”) constitutes all of the real property leased or subleased to any by the Company Entity and the Company Subsidiaries (such real property, the “Leased Real Property”) and specifies the Company Entity that is a party to such Real Property Lease and any guarantors with respect thereto. The Company has made available to the Parent correct and complete copies of all Real Property Leases). With respect to each Real Property Lease, the documents specified on Section 3.09(a) of the Company Disclosure Schedule constitute all of the documents comprising such Real Property Lease, such Real Property Lease or has not otherwise been modified and the Real Property Lease represents the entire understanding of the parties thereto with respect to the applicable Leased Real Property, as the case might be. With respect to each Real Property Lease, except as set forth in on Section 4.16(b3.09(a) of the Company Disclosure LetterSchedule, as of the Signing Date: (i) such Real Property Lease relates to use neither the Company or any of existing premises (and is not a ground lease); (ii) the Company Subsidiaries nor, to the Company’s Knowledgeknowledge, any of the other counterparties thereto are in material breach or material default under any such Real Property Lease, (ii) no material obligation of any party to such Real Property Lease has repudiated any material provision thereof and been waived by the party that is the beneficiary of such Real Property Lease is in full force and effect; obligation, (iii) to no uncured notice of default has been given or received under any of the Company’s Knowledge, there are no material disputes, oral agreements, or forbearance programs in effect as to such Real Property Lease; Leases by the Company or any of the Company Subsidiaries, (iv) no Company Entity unsettled claim, judicial suit or proceeding or other adversarial action has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, been instituted or encumbered any interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated threatened by the Company Business, and to or the Company’s Knowledge, Company Subsidiaries against the Leased lessor under any of the Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company EntitiesLeases, or, to the Company’s Knowledgeknowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations lessor under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, Leases against the Company or any of the Company Subsidiaries and there are no unresolved disputes with any landlord under any (v) the leasehold estates created by the Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) Leases are free and clear of all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property LeaseLiens, except for Permitted Liens.

Leased Real Property. Section 4.16(b3.18(b) of the Company Disclosure Letter Schedules sets forth a true and complete and accurate list (including street addresses) of all Real Property Leases covering all real property leased and improvements located thereon leased, licensed, subleased, sublicensed, or subleased otherwise used or occupied, or permitted to be used or occupied, by any Company Entity of the Group Companies (such real property, the “Leased Real Property”) and specifies all Real Property Leases (and the name and date of the parties to each of the parties to the Real Property Leases) pursuant to which any Group Company Entity that is a party to such Real Property Lease and any guarantors with respect theretotenant, licensee, subtenant, sublicensee, or other occupant as of the date of this Agreement. The Company has made available to the Parent correct True and complete copies of all Real Property Leases. With respect to each Real Property Lease or Leased Real Property, as the case might be, except as set forth in Section 4.16(b) of the Company Disclosure Letter, as of the Signing Date: (i) such Real Property Lease relates Leases have been made available to use of existing premises (and is not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such JAWS. Each Real Property Lease is in full force and effect; (iii) to effect and is a valid, legal and binding obligation of the Company’s Knowledgeapplicable Group Company party thereto, there are no material disputes, oral agreements, or forbearance programs enforceable in effect as to accordance with its terms against such Real Property Lease; (iv) no Group Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledgeknowledge, no Person has claimed any such each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights or others and subject to general principles of equity). Except as set forth in Section 3.18(b) of the leasehold; Company Disclosure Schedules, (vi) the Company Entity that is a transactions contemplated by this Agreement will not require the consent of any party to such any Real Property Lease is current on the monthly rent and all other charges due Leases, will not result in a breach of or default under such any Real Property Lease; Leases or otherwise cause the Real Property Leases to (viA) no longer be in full force and effect or (B) cease to be the valid, legal and binding obligation of each of the applicable Group Company party thereto and each other party thereto, enforceable in accordance with its terms against such Group Company and each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), (ii) the quiet possession and enjoyment of each applicable Group Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the its respective Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; has not been disturbed, (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viiiiii) there are is no Persons (other than the dispute, breach or default by any Group Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledgeknowledge, by any other third party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice , and, to the landlord under Company’s knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a dispute, breach or default or would permit termination of, or a modification or acceleration thereof by any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under party to such Real Property Lease; and Leases, (xiviv) all no security deposits required under each deposit or portion thereof deposited with respect such Real Property Lease has been paid to and are being held by applied in respect of a dispute, breach or default under such Real Property Lease which has not been redeposited in full, (v) no Group Company owes, or will owe in the landlord future, any brokerage commissions or finder’s fees with respect to such Real Property Lease, (vi) the counterparty to such Real Property Lease is not a Company Non-Party Affiliate and otherwise has never and presently does not have any economic interest in any Group Company, (vii) no Group Company has leased, subleased, licensed, sublicensed, or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof, (viii) the Leased Real Property comprise all of the real property used or intended to be used in, or otherwise related to, the Business, and (ix) the Leased Real Property and the furniture, fixtures and equipment located therein or thereon, as applicable, is in good condition and repair and sufficient for the operation of the Business, and there are no facts or conditions affecting any of the furniture, fixtures and equipment located in or upon the Leased Real Property which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Leased Real Property or any portion thereof in the operation of the Business.

Leased Real Property. Section 4.16(b5.10(c) of the Company Seller’s Disclosure Letter Schedule sets forth a correct and complete and accurate list of all Real Property Leases covering all real property leased leased, licensed, or subleased to any otherwise used or occupied (but not owned) at Closing by the Company Entity (such real propertycollectively, the “Leased Real Property”) and specifies under any lease, sublease, license, concession, or other agreement allowing for occupancy of the Company Entity that is a party to such Leased Real Property Lease and any guarantors with respect thereto(each, a “Real Property Lease”). The Company has made available to the Parent correct a valid and complete copies of all Real Property Leases. With respect to each Real Property Lease or subsisting leasehold interest in its Leased Real Property, as in each case free and clear of all Encumbrances, other than the case might be, except as set forth in Section 4.16(b) of the Company Disclosure Letter, as of the Signing Date: (i) Real Estate Encumbrances. All such Real Property Lease relates to use of existing premises (and is not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease is Leases are in full force and effect; (iii) to the Company’s Knowledge, and there are no material disputes, oral agreementsexisting breaches or defaults by, or forbearance programs in effect as to such Real Property Lease; (iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trustany events that with or without the passage of time or the giving of notice, or encumbered any interest in the leasehold both, would constitute a breach, default, or granted to any Person any option or right an event of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold anddefault by, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such under any Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that to which it is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entitiesparty, or, to the Company’s KnowledgeKnowledge of Seller, by any other party under to any such Real Property Lease; (x) . To the copies Knowledge of such Seller, there exists no condition, restriction or reservation that would prevent the Business, and the Company in its operation of the Business after the Closing Date, from enforcing its rights with respect to Leased Real Property Lease delivered after the Closing to the same full extent the Company could if the Contemplated Transactions did not occur. The operations of the Company on the Leased Real Property do not violate any applicable Law. All material certificates of occupancy, permits, licenses, approvals and other authorizations required to be held by the Company in connection with the past and present operations of the Company and the Business on the Leased Real Property have been lawfully issued to the Parent are trueCompany and are, correct as of the date of this Agreement, and will be following the consummation of the Contemplated Transactions, in full force and effect. The Leased Real Property is in satisfactory operating condition and repair (ordinary wear and tear excepted). Correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, including all amendments and there are modifications thereto, have been delivered or made available to Purchaser prior to the date of this Agreement, and no unresolved disputes with any landlord under changes have been made to any Real Property Lease; (xiii) no Company Entity has given any notice to Leases since the landlord under any date of delivery. The Leased Real Property Lease indicating that a Company Entity will has not been subleased or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held licensed by the landlord with respect to such Company, and the Company is the only party in occupancy of the Leased Real Property LeaseProperty.

Leased Real Property. Section 4.16(b3.17(b) of the Company Disclosure Letter Schedules sets forth a true and complete and accurate list (including street addresses) of all Real Property Leases covering all real property leased and improvements located thereon leased, licensed, subleased, sublicensed, or subleased otherwise used or occupied, or permitted to be used or occupied, by any Company Entity of the Group Companies (such real property, the “Leased Real Property”) and specifies all Real Property Leases (and the name and date of the parties to each of the parties to the Real Property Leases) pursuant to which any Group Company Entity that is a party to such Real Property Lease and any guarantors with respect theretotenant, licensee, subtenant, sublicensee, or other occupant as of the date of this Agreement. The Company has made available to the Parent correct True and complete copies of all Real Property Leases. With respect to each Real Property Lease or Leased Real Property, as the case might be, except as set forth in Section 4.16(b) of the Company Disclosure Letter, as of the Signing Date: (i) such Real Property Lease relates Leases have been made available to use of existing premises (and is not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such BHAC. Each Real Property Lease is in full force and effect; (iii) to effect and is a valid, legal and binding obligation of the Company’s Knowledgeapplicable Group Company party thereto, there are no material disputes, oral agreements, or forbearance programs enforceable in effect as to accordance with its terms against such Real Property Lease; (iv) no Group Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledgeknowledge, no Person has claimed any such each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights or others and subject to general principles of equity). Except as set forth in Section 3.17(b) of the leasehold; Company Disclosure Schedules, (vi) the Company Entity that is a transactions contemplated by this Agreement will not require the consent of any party to such any Real Property Lease is current on the monthly rent and all other charges due Leases, will not result in a breach of or default under such any Real Property Lease; Leases or otherwise cause the Real Property Leases to (viA) no longer be in full force and effect or (B) cease to be the valid, legal and binding obligation of each of the applicable Group Company party thereto and each other party thereto, enforceable in accordance with its terms against such Group Company and each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), (ii) the quiet possession and enjoyment of each applicable Group Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the its respective Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; has not been disturbed, (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viiiiii) there are is no Persons (other than the dispute, breach or default by any Group Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledgeknowledge, by any other third party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice , and, to the landlord under Company’s knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a dispute, breach or default thereunder, or would permit termination of, or a modification or acceleration thereof by any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under party to such Real Property Lease; and Leases, (xiviv) all no security deposits required under each deposit or portion thereof deposited with respect such Real Property Lease has been paid to and are being held by applied in respect of a dispute, breach or default under such Real Property Lease which has not been redeposited in full, (v) no Group Company owes, or will owe in the landlord future, any brokerage commissions or finder’s fees with respect to such Real Property Lease, (vi) the counterparty to such Real Property Lease is not a Company Non-Party Affiliate and otherwise has never and presently does not have any economic interest in any Group Company, (vii) no Group Company has leased, subleased, licensed, sublicensed, or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof, (viii) the Leased Real Property comprise all of the real property used or intended to be used in, or otherwise related to, the Business, (ix) the Leased Real Property and the furniture, fixtures and equipment located therein or thereon, as applicable, is in good condition and repair and sufficient for the operation of the Business, and there are no facts or conditions affecting any of the furniture, fixtures and equipment located in or upon the Leased Real Property which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Leased Real Property or any portion thereof in the operation of the Business or the value thereof; (x) all rent and additional rent including without limitation, operating expenses, property taxes and pass throughs are current; (xi) the Company or one of the Group Companies holds a good and valid leasehold estate in the Leased Real Properties, free and clear of all Liens, except for Permitted Liens; and (xii) no Group Company has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein.

Leased Real Property. Section 4.16(b(a) of the The Company Disclosure Letter sets forth a complete and accurate list of all Real Property Leases covering all real property leased or subleased to does not own any Company Entity (such real property, the “Leased Real Property”) and specifies nor has the Company Entity that is a party to such Real Property Lease and ever owned any guarantors with respect thereto. The Company has made available to real property. (b) Schedule 3.12(b) identifies (i) the Parent correct and complete copies street address of all Real Property Leases. With respect to each Real Property Lease or parcel of Leased Real Property, as the case might be, except as set forth in Section 4.16(b) of the Company Disclosure Letter, as of the Signing Date: (i) such Real Property Lease relates to use of existing premises (and is not a ground lease); (ii) to the Company’s Knowledgeidentification of the lease, no party to such Real Property Lease has repudiated any material provision license, sublease or other occupancy agreements and all amendments, modifications, supplements, and assignments thereto, together with all exhibits, addenda, riders and other documents constituting a part thereof and such Real Property Lease is in full force and effect; (iii) to the Company’s Knowledge, there are no material disputes, oral agreements, or forbearance programs in effect as to such Real Property Lease; (iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or granted to any Person any option or right for each parcel of use or occupancy of any portion of such Leased Real Property (collectively, the “Leases”), and the identification of all subleases, overleases, occupancy agreements and other ancillary agreements or right documents pertaining to the tenancy at each such parcel of first refusal to acquire Leased Real Property, including, without limitation, all memoranda of lease, estoppel certificates, consents, commencement date letters, letters of extensions, subordination, non-disturbance and attornment agreements, documents or correspondence that affect or may affect the tenancy at any interest in Leased Real Property (collectively the leasehold “Ancillary Lease Documents”). (c) The Leases and the Ancillary Lease Documents are valid, binding and enforceable against the Company and, to the Company’s Knowledgeknowledge, no Person the other party(ies) thereto and are in full force and effect and have not been modified or amended except as disclosed on Schedule 3.11(b). The Leases and the Ancillary Lease Documents constitute all of and the only agreements under which the Company holds leasehold or sublease hold interests in any real property. The Company has claimed any such rights or others delivered to Buyer full, complete and accurate copies of each of the Leases and all Ancillary Lease Documents described in the leasehold;Schedule 3.12(b). (vd) With respect to each of the Leases identified on Schedule 3.12(b), except as set forth on Schedule 3.12(d): (i) neither the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, ornor, to the Company’s Knowledgeknowledge, by any other party to any Leases or Ancillary Lease Documents is in breach or default, and, to the Company’s knowledge, no event has occurred which, with notice or lapse of time, would constitute such a breach or default or permit termination, modification or acceleration under such Real Property Leasethe Leases or any Ancillary Lease Documents; (xii) the copies of such Real Property rent set forth in each Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes is the computation of rents or charges payable pursuant to the Real Property Leasesactual rent being paid, and there are no unresolved disputes separate agreements or understandings with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice respect to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Leasesame; and (xiviii) all security deposits required under each the Company has not 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 Ancillary Lease Document, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation. (e) The Company has not entered into any other contract for the assignment or other transfer of the Leased Real Property Lease has been paid to and are being held by Property, other than any such assignment that may be entered into in connection with the landlord with respect to such Real Property Leasetransactions contemplated hereby.

Leased Real Property. Section 4.16(b3.14(b) of the Company Disclosure Letter sets forth contains a true, correct and complete and accurate list list, as of the date hereof, of all Real Property Leases covering all of the existing leases, subleases, licenses or other Contracts pursuant to which the Company Group uses or occupies, or has the right to use or occupy, now or in the future, any real property leased that provide for payments by the Company in excess of $1,000,000 per annum, excluding any Contract for the use of real property that is terminable by any party thereto without penalty on 90 days’ or subleased to any Company Entity less notice (such real property, the “Leased Real Property,” and each such lease, sublease, license or other agreement, a “Lease”) and specifies the Company Entity that is a party to such Real Property Lease and any guarantors with respect thereto). The Company has made available to the Parent true, correct and complete copies of all Real Property LeasesLeases (including all material modifications, amendments and supplements thereto), and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each Real Property Lease and except as would not have a Company Material Adverse Effect or materially and adversely affect the current use by the Company Group of the Leased Real Property, as (i) to the case might beKnowledge of the Company, except there are no disputes with respect to such Lease; (ii) no Company Group Member has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (iii) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The Company or its Subsidiaries has valid leasehold estates in the Leased Real Property, free and clear of all Liens (other than Permitted Liens). Neither the Company Group, nor to the Knowledge of the Company, any other party to the Lease is in material breach of or default pursuant to any Lease. Except as set forth in Section 4.16(b3.14(b) of the Company Disclosure Letter, as with respect to each of the Signing Date: Leases: (iA) such each Company Group Member’s possession and quiet enjoyment of the Leased Real Property under such Lease relates to use of existing premises has not been disturbed; (and is not a ground lease); (iiB) neither the Company Group nor any other party to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease is in full force and effect; (iii) to the Company’s Knowledgebreach or default under such Lease, there are no material disputes, oral agreements, or forbearance programs in effect as to such Real Property Lease; (iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Knowledge of the Company’s Knowledge, no Person event has claimed any occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such rights a breach or others in default, or permit the leasehold; termination, modification or acceleration of rent under such Lease; and (vC) the Company Entity that is a other party to such Real Property Lease is current on the monthly rent not an Affiliate of, and all other charges due under such Real Property Lease; (vi) otherwise does not have any economic interest in, the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property LeaseGroup.

Leased Real Property. (i) Section 4.16(b3.10(c)(i) of the Company Disclosure Letter Statement sets forth a true and complete and accurate list of all Real Property Leases covering all real property of the Company and its Subsidiaries which is leased or subleased by the Company and its Subsidiaries (such real property leased or subleased is herein referred to any Company Entity (such real property, as the “Company Leased Real Property”). (ii) The Company and specifies its Subsidiaries have a valid leasehold interest in the Company Entity that is a party to such Leased Real Property Lease leased or subleased by the Company and any guarantors with respect thereto. its Subsidiaries, in each case free and clear of all Liens, except for Permitted Liens. (iii) The Company has and its Subsidiaries have made available to the Parent correct true and complete copies of all each lease or sublease with respect to each parcel of Company Leased Real Property Leases(each, a “Company Lease”) and all other material agreements (such as contracts, licenses, concessions, arrangements, documents and details of all other agreements (written or oral) relating to, affecting or burdening the leasehold estate, including, but not limited to, any guaranties, work letters, subordination, non-disturbance and attornment agreements, estoppels, reciprocal easement agreements, easements, consents, rights of first offer or refusal, or any other agreement granting any third party the right to use or occupy any portion of the premises (each as amended to date, the “Related Documents”) pertaining to the Company Leased Real Property. (iv) None of the Company Leases has been modified, amended or assigned, except to the extent disclosed on Section 3.10(c)(iv) of the Company Disclosure Statement. With respect to each Company Lease: (i) each is in full force and effect and there are no existing monetary defaults, such as any leasing brokerage commissions or payments due in connection with any Company Lease Dispute (as defined below), or material non-monetary defaults under any Company Lease by the Company or its Subsidiaries or, to their knowledge, the lessor thereof; (ii) to their knowledge, no event has occurred or is pending, or to their knowledge is threatened, that (with notice, lapse of time or both) would constitute a monetary breach or default or material non-monetary breach or default under any Company Lease by the Company or any of its Subsidiaries, and to their knowledge any party thereto; (iii) the Company’s and its Subsidiaries’ possession and quiet enjoyment of any Company Leased Real Property under such Company Lease or Leased Real Property, as the case might be, has not been disturbed in any material respect; (iv) except as set forth in Section 4.16(b3.10(c)(iv) of the Company Disclosure Letter, as of the Signing Date: (i) such Real Property Lease relates to use of existing premises (and is not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease is in full force and effect; (iii) to the Company’s KnowledgeStatement, there are no material disputesleases, oral agreementssubleases, licenses, concessions or other agreements or arrangements granting to any third party or parties the right of use or occupancy of any portion of any Company Leased Real Property and neither the Company nor any of its Subsidiaries has assigned its interest under any Company Lease or sublet any part of the premises covered thereby or exercised any right or option thereunder; (v) with respect to any lease of real property that has been terminated, the Company and any of its Subsidiaries that were a party to any such lease have no continuing obligations or liabilities thereunder; (vi) any Improvement has been completed and paid for to date by the party responsible therefor; (vii) neither the Company nor any of its Subsidiaries have received any notice of any, and to their knowledge, there are no, claims, demands, civil or criminal actions (including enforcement proceedings initiated by any Governmental Entity), penalties, suits, proceedings, appeals, litigation, or forbearance programs any other disputes existing, pending, alleged or threatened by any party to a Company Lease, or any third party, relating to or affecting the Company Lease or the demised premises which is the subject thereof (“Lease Disputes”) which have not already been disclosed to Parent and would materially impair the conduct of the Business as it is currently conducted thereon; (viii) the current monthly amounts of base rent, additional rent and any security deposit paid by the Company and its Subsidiaries pursuant to the terms of any Company Lease, or any other amounts required to be paid thereunder, are the amounts set forth in effect the copy of such Company Lease or on Section 3.10(c)(iv) of the Company Disclosure Statement; (ix) each Company Lease is a valid, binding and enforceable obligation of the Company or its Subsidiary, as the case may be, subject to such Real Property Lease; applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and general principles of equity; (ivx) no neither the Company Entity nor any Subsidiary has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, trust or encumbered any interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that subleasehold estate which is the subject of any Company Lease; (xi) the Company and any Subsidiary that is a tenant under any Company Lease has obtained and delivered, or will obtain and deliver prior to the Closing Date, all consents of the landlord thereunder, any mortgagor, or any third party, required by the terms of the Company Lease in order for the Transaction to occur as contemplated herein; and (xii) the Company and its Subsidiaries each have a valid leasehold interest in the real property subject to each Company Lease and in each case there are no Liens, easements, covenants or other restrictions applicable to the real property subject to each such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities Company Lease; except for recorded easements, covenants and other services necessary for restrictions, which do not, individually or in the operation of such Leased Real Property as currently operated aggregate, materially impair the current uses, value or the occupancy by the Company Business; (viii) there are no Persons (other than or its Subsidiaries, as the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entitiescase maybe be, or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property Leasereal property subject thereto.

Leased Real Property. (i) The Company and its Subsidiaries have good and marketable title to, or valid leasehold interests in, all of their respective properties and assets, free and clear of all Liens, except for Permitted Liens. The Company and its Subsidiaries enjoys peaceful and undisturbed possession under all occupancy agreements for Leased Real Property, in each case subject to the terms and conditions of the relevant Lease. The Company has made available to the Purchaser a true, complete and correct copy (including any amendment, modification, extension or renewal with respect thereto) of each Lease in effect as of the date hereof. (ii) Section 4.16(b3.1(ee)(ii) of the Company Disclosure Letter sets forth a true, complete and accurate list correct list, as of all Real Property Leases covering the date of this Agreement, of all real property leased leased, subleased, licensed and/or otherwise used or subleased occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangement (whether written or otherwise)) by the Company Entity or any of its Subsidiaries in connection with the operation of the Company’s or such Subsidiary’s business as it is now being conducted (such real propertycollectively, including the improvements thereon, the “Leased Real Property”) and specifies the Company Entity that is a party to such Real Property Lease and any guarantors with respect thereto. The Company has made available to the Parent correct and complete copies of all Real Property related Leases. With respect to each Real Property Lease or Leased Real Property, as the case might be, except . (iii) Except as set forth in Section 4.16(b3.1(ee)(iii) of the Company Disclosure Letter, to the knowledge of the Company, no Person, other than the Company or its Subsidiaries, possesses, uses or occupies all or any portion of any Leased Real Property other than contractors and third party licensees of the Company or its Subsidiaries in the Ordinary Course. Section 3.1(ee)(iii) of the Company Disclosure Letter sets forth a true, complete and correct list, as of the Signing Date:date of this Agreement, of all subleases, licenses or other occupancy arrangements (whether written or otherwise) pursuant to which any Person, other than the Company or its Subsidiaries, possesses, uses or occupies all or any portion of the Leased Real Property. (iiv) such To the knowledge of the Company, there are no pending or threatened proceedings to take all or any portion of the Leased Real Property Lease relates to use of existing premises (and is not a ground lease);or any interest therein by eminent domain or any condemnation proceeding or any sale or disposition in lieu thereof. (iiv) to To the knowledge of the Company’s Knowledge, no party material breach of any covenant affecting the titles to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease is in full force and effect;outstanding. (iiivi) to To the knowledge of the Company’s Knowledge, there are no material disputesdisputes regarding boundaries, oral agreementseasements, covenants or forbearance programs in effect as other matters relating to such any Real Property Lease;Property. (ivvii) no Company Entity has subleasedTo the knowledge of the Company, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or granted to any Person any option or right of current use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is material to the subject business of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business;and its Subsidiaries, taken as a whole, is the lawful use under the relevant jurisdictions planning legislation. (viii) there are no Persons (other than To the Company Entities) in possession knowledge of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct all required consents and complete copies thereof; (xi) no written waiver, indulgence, or postponement approvals have been obtained in respect of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation development of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given and any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any alteration, extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property Leaseother improvement thereof.