Common use of Leased Real Property Clause in Contracts

Leased Real Property. (a) Section 3.10 of the Seller Disclosure Schedule sets forth an accurate and complete description (by street address of the subject leased real property, the date and term of the lease, the name of the parties thereto and the aggregate annual rent payable thereunder) of all real property that is leased by any Acquired Company (the “Leased Real Property”). The Seller has made available to the Purchaser complete copies of the leases in effect as of the date hereof relating to the Leased Real Property (the “Real Property Leases”) and there has not been any sublease or assignment entered into by any Acquired Company in respect of the leases relating to such Leased Real Property. No Acquired Company is in default of any material provision of any lease of any of the Leased Real Property. (b) Each applicable Acquired Company has peaceful, undisturbed and exclusive possession of the Leased Real Property at Section 3.10(b) of the Seller Disclosure Schedule (the “Warranted Leased Real Property”), and no Acquired Company has assigned (collaterally or otherwise) or granted any other security interest in the Warranted Real Property Leases or any interest therein, and there are no Liens on the estate or interest created by the Warranted Real Property Leases. The full amount of security deposit required under each lease of Warranted Leased Real Property, if any, is on deposit thereunder. (c) The use of the Warranted Leased Real Property, or any portion thereof, and the improvements erected thereon, do not violate or conflict in any material respect with (i) any Law, Permit, covenants, conditions or restrictions applicable thereto; or (ii) the terms and provisions of any Contract relating thereto. (d) Except in any case that would not reasonably be expected to be material to the business of the Acquired Companies, take as a whole, (i) there is no pending, or to the Knowledge of the Seller, threatened, appropriation, condemnation or like Proceeding affecting the Warranted Leased Real Property or any part thereof; and (ii) no Acquired Company has received written notice that is in violation of any applicable zoning law, regulation or other applicable Law, related to or affecting the Warranted Leased Real Property. (e) The Warranted Leased Real Property is in good operating condition and repair and is suitable for the conduct of the Acquired Companies’ business as presently conducted therein, except where the failure of the property to be in good operating condition would not have a Material Adverse Effect. (f) No Person other than an Acquired Company is in possession of the Warranted Leased Real Property or any portion thereof, and there are no leases, licenses, subleases, concessions or other Contracts, written or oral, granting to any other Person the right to use or occupy the Warranted Leased Real Property or any portion thereof.

Leased Real Property. (aSection 6.14(b) Section 3.10 of the Seller Caesars Disclosure Schedule sets forth an accurate contains a correct and complete description (by street address of the subject leased real property, the date and term of the lease, the name of the parties thereto and the aggregate annual rent payable thereunder) list of all real property that is leased by ground leases, master leases, and other leases pursuant to which the Company Parties or any Acquired Company (the “Leased Real Property”). The Seller has made available to the Purchaser complete copies of the leases their respective Subsidiaries acquired a leasehold estate in effect as of the date hereof relating and to the Leased Real Property (collectively, the “Real Property Land Leases”) and there has not been any sublease or assignment entered into by any Acquired Company in ), including, with respect to each such Land Lease, the identity of the leases relating landlord or sublandlord, the identity of the Company Party or Subsidiary tenant party to such Land Lease, the addresses of the premises subject thereto and the date of such Land Lease. The Caesars Parties have made available to Growth Partners true and complete copies (in all material respects) of all Land Leases, including, all amendments, guarantees and other material agreements related thereto, and the Land Leases constitute the entire agreement between the relevant Company Party or its Subsidiaries, on the one hand, and each landlord or sublandlord, on the other hand, with respect to the Leased Real Property. No Acquired The Caesars Parties have also made available to Growth Partners true and complete copies of all leases, subleases, licenses, use agreements, occupancy agreements and other agreements (including all amendments, guarantees and other agreements related thereto) pursuant to which the Company is in default of any material provision of any lease of Parties or any of their respective applicable Subsidiaries grant a lease, license, use or occupancy right to any portion of the Leased Company Real PropertyProperty to any Person (collectively, together with the Land Leases, the “Leases”). (bi) Each applicable Acquired Company has peacefulThe Leases are (assuming the due authorization, undisturbed execution and exclusive possession of the Leased Real Property at Section 3.10(b) of the Seller Disclosure Schedule (the “Warranted Leased Real Property”), and no Acquired Company has assigned (collaterally or otherwise) or granted any other security interest in the Warranted Real Property Leases or any interest therein, and there are no Liens on the estate or interest created delivery thereof by the Warranted Real Property Leases. The full amount of security deposit required under each lease of Warranted Leased Real Propertyother parties thereto) valid, if any, is on deposit thereunder. (c) The use of the Warranted Leased Real Property, or any portion thereof, binding and the improvements erected thereon, do not violate or conflict in any material enforceable with respect with (i) any Law, Permit, covenants, conditions or restrictions applicable thereto; or (ii) the terms and provisions of any Contract relating thereto. (d) Except in any case that would not reasonably be expected to be material to the business of the Acquired Companiesrelevant Company Party or its Subsidiaries, take as a wholeapplicable, (i) there is no pendingand, or to the Knowledge of the SellerCaesars Parties, threatenedthe other parties thereto, appropriationsubject to the effect of any applicable Laws relating to bankruptcy, condemnation reorganization, insolvency, moratorium, fraudulent conveyance or like Proceeding preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the Warranted Leased Real Property effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or any part thereof; and at Law). (ii) no Acquired No Company Party or any of their respective Subsidiaries has received or given written notice that is in violation of any material default under any of the Leases. To the Knowledge of the Caesars Parties, no material default by any third party to any of the Leases has occurred and is currently continuing beyond any applicable zoning lawnotice and cure period. There does not exist any event that, regulation with notice or other applicable Lawlapse of time or both, related would constitute a material default by any Company Party or its Subsidiaries or, to or affecting the Warranted Leased Real PropertyKnowledge of the Caesars Parties, by any third party to any of the Leases. (eiii) The Warranted Leased Real Property is in good operating condition and repair and is suitable for the conduct consummation of the Acquired Companies’ business as presently conducted thereintransactions contemplated by this Agreement or the Ancillary Agreements will not, except where to the failure Knowledge of the property Caesars Parties, in connection with any Lease, (A) impose any material penalty or material additional fee upon any Company Party or its Subsidiaries, or (B) cause a material breach or default with respect to be in good operating condition would not have a Material Adverse Effectsuch Lease. (fiv) No Person other than an Acquired Company is in possession None of the Warranted Leased Real Property Company Parties or their respective Subsidiaries have assigned the Leases or subleased all or any portion thereofof the premises leased thereunder. None of the Company Parties or their respective Subsidiaries have made any material alterations, and there additions or Improvements to the premises leased under the Leases that are no leases, licenses, subleases, concessions or other Contracts, written or oral, granting expressly required to any other Person be removed pursuant to the right to use or occupy applicable Lease at the Warranted Leased Real Property or any portion thereoftermination of the applicable Lease term.

Leased Real Property. (ai) Section 3.10 of the Seller Disclosure Schedule 3.13(b) sets forth an accurate and complete description all leases (by street address of the subject leased real property, the date and term of the lease, the name of the parties thereto and the aggregate annual rent payable thereunder"Real Property Leases") of all real property that is pursuant to which Facilities are leased by any Acquired Company the Companies (as lessee), true and correct copies of which have been delivered to Buyer. Such Real Property Leases constitute all leases, subleases or other occupancy agreements pursuant to which the Companies occupy or use such Facilities. The Companies have a good and valid leasehold interest in all leased property described in such Real Property Leases (the “"Leased Real Property”"). The Seller has made available to , free and clear of any and all Encumbrances other than any Permitted Encumbrances which would not permit the Purchaser complete copies termination of the leases in effect as lease therefor by the lessor. With respect to each such parcel of the date hereof relating to the Leased Real Property (A) to the “Real Property Leases”) and knowledge of Shareholders, there has not been any sublease are no pending or assignment entered into by any Acquired Company in respect of the leases threatened condemnation proceedings or Actions relating to such Leased Real Property. No Acquired Company is in default , (B) neither the Companies nor, to the knowledge of Shareholders, 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 Companies) the right to use or occupy such Leased Real Property or any portion thereof or interest therein (C) the Companies have not received written notice of any material provision pending or, to the knowledge of any lease of any Shareholders, threatened special assessment relating to such Leased Real Property and (D) the Companies enjoy peaceful and undisturbed possession of the Leased Real Property. (bii) Each applicable Acquired Company has peacefulWith respect to each such Real Property Lease listed in Schedule 3.13(b), undisturbed (A) there is no material default under any such Real Property Lease by the Companies or, to the knowledge of Shareholders, by any other party thereto, (B) except as set forth in Schedule 3.4, the execution, delivery and exclusive possession performance of this Agreement and the consummation of the Leased transactions contemplated hereby will not cause a material default under any such Real Property at Section 3.10(bLease, (C) each such Real Property Lease is a valid and binding obligation of the Seller Disclosure Schedule respective lessors and Companies, is in full force and effect with respect to the lessors and the Companies and is enforceable against the respective lessors and Companies in accordance with its terms, except as the enforceability thereof may be limited by (1) applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or similar laws in effect which affect the “Warranted Leased 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 Companies and, to the knowledge of Shareholders 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 Companies, without the consent of the Companies, under any such Real Property”Property Lease that is material to the Companies, (E) to the knowledge of Shareholders, no party has repudiated in writing any material term thereof or threatened in writing to terminate, cancel or not renew any such Real Property Lease that is material to the Companies and (F), and no Acquired Company has assigned (collaterally except as set forth in Schedule 3.13(b), the Companies have not assigned, transferred, conveyed, mortgaged or otherwise) or granted any other security interest in the Warranted Real Property Leases or encumbered any interest therein, and there are no Liens on the estate therein or interest created by the Warranted Real Property Leases. The full amount of security deposit required under each lease of Warranted Leased Real Property, if any, is on deposit thereunder. in any leased property subject thereto (c) The use of the Warranted Leased Real Property, or any portion thereof, and the improvements erected thereon, do not violate or conflict in any material respect with (i) any Law, Permit, covenants, conditions or restrictions applicable thereto; or (ii) the terms and provisions of any Contract relating thereto). (d) Except in any case that would not reasonably be expected to be material to the business of the Acquired Companies, take as a whole, (i) there is no pending, or to the Knowledge of the Seller, threatened, appropriation, condemnation or like Proceeding affecting the Warranted Leased Real Property or any part thereof; and (ii) no Acquired Company has received written notice that is in violation of any applicable zoning law, regulation or other applicable Law, related to or affecting the Warranted Leased Real Property. (e) The Warranted Leased Real Property is in good operating condition and repair and is suitable for the conduct of the Acquired Companies’ business as presently conducted therein, except where the failure of the property to be in good operating condition would not have a Material Adverse Effect. (f) No Person other than an Acquired Company is in possession of the Warranted Leased Real Property or any portion thereof, and there are no leases, licenses, subleases, concessions or other Contracts, written or oral, granting to any other Person the right to use or occupy the Warranted Leased Real Property or any portion thereof.

Leased Real Property. Schedule 4.12 attached hereto lists all leases, subleases, occupancy agreements or similar agreements under which Seller occupies (aor has the right to occupy) Section 3.10 pursuant to a lease, license or similar arrangement any real property interest (i) used as a Branch, or (ii) used in connection with the operation of the Seller Disclosure Schedule sets forth an accurate such Branch if such real property interest is incidental to and complete description located at or in immediate and close proximity to such Branch (by street address including any separate parking lot leases where customers of the subject leased real propertysuch Branch are permitted to park) (collectively, the date and term of the lease, the name of the parties thereto and the aggregate annual rent payable thereunder) of all real property that is leased by any Acquired Company (the “Leased Real PropertyLeases”). The , and Seller has made available is entitled to the Purchaser complete copies of the leases in effect as of the date hereof relating to the Leased Real Property (the “Real Property Leases”) and there has not been any sublease or assignment entered into by any Acquired Company in respect of the leases relating to such Leased Real Property. No Acquired Company is in default of any material provision of any lease of any of the Leased Real Property. (b) Each applicable Acquired Company has peaceful, undisturbed and exclusive possession of the Leased Real Property at Section 3.10(b) Properties as lessee in accordance with the terms of the Seller Disclosure Schedule (the “Warranted Leased Real Property”), and no Acquired Company has assigned (collaterally or otherwise) or granted any other security interest in the Warranted Real Property Leases or any interest therein, and there are no Liens on the estate or interest created by the Warranted Real Property respective Leases. The full amount Leases are accurately described on Schedule 4.12 attached hereto and, except as shown on Schedule 4.12, have not been amended, modified or supplemented. Seller has delivered to Buyer a true, correct and complete copy of security deposit required each Lease as amended, modified or supplemented. Each Lease is an existing legal, valid and binding obligation of Seller and, to Seller’s Knowledge, each other party thereto, subject to bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship and similar laws relating to the rights and remedies of creditors, as well as to general principles of equity; and there does not exist with respect to Seller’s obligations thereunder, or, to Seller’s Knowledge, with respect to the obligations of the lessor thereof, any default, or event or condition which constitutes or, after notice or passage of time or both, would constitute a default, on the part of Seller or the lessor under each lease any such Lease. There are no tenants or other parties claiming by, through or under Seller that have a possessory right in and to any space in respect of Warranted the Leased Real PropertyProperties. As used in this Section 4.12, if any, is on deposit thereunder. (c) The use of the Warranted Leased Real Property, or term “lessor” includes any portion thereof, and the improvements erected thereon, do not violate or conflict in any material respect with (i) any Law, Permit, covenants, conditions or restrictions applicable thereto; or (ii) the terms and provisions of any Contract relating thereto. (d) Except in any case that would not reasonably be expected to be material to the business of the Acquired Companies, take as a whole, (i) there is no pending, or to the Knowledge of the Seller, threatened, appropriation, condemnation or like Proceeding affecting the Warranted Leased Real Property or any part thereof; and (ii) no Acquired Company has received written notice that is in violation of any applicable zoning law, regulation or other applicable Law, related to or affecting the Warranted Leased Real Property. (e) The Warranted Leased Real Property is in good operating condition and repair and is suitable for the conduct of the Acquired Companies’ business as presently conducted therein, except where the failure sub-lessor of the property to be in good operating condition would not have a Material Adverse Effect. (f) No Person other than an Acquired Company is in possession of the Warranted Seller. There are no subleases relating to any Leased Real Property created or any portion thereofsuffered to exist by Seller, and there are no leasesor to Seller’s Knowledge, licenses, subleases, concessions created or other Contracts, written or oral, granting suffered to exist by any other Person Person. Subject to Seller obtaining any consents necessary for the right valid assignment to use or occupy Buyer of the Warranted Leased Real Property or any portion thereofLeases, which consents are listed on Schedule 4.12 (the “Landlord Consents”), the assignment of such Leases will transfer to Buyer on the Closing Date all of Seller’s rights under the Leases.

Leased Real Property. (a) Section 3.10 of the Seller Disclosure Schedule sets forth an accurate and complete description (by street address of the subject leased real property, the date and term of the lease, the name of the parties thereto and the aggregate annual rent payable thereunder) of all real property that is leased by any Acquired Company (the “Leased Real Property”). The Seller has made available to the Purchaser complete copies Schedule 3.17 of the leases in effect Disclosure Schedule, lists, as of the date hereof of this Agreement, the street address of each parcel of Leased Real Property and the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property. It also sets forth a true and complete list of all leases and subleases relating to the Leased Real Property and any and all ancillary documents pertaining thereto. (b) The rental set forth in each lease or sublease of the “Leased Real Property Leases”) is the actual rental being paid, and there are no separate agreements or understandings with respect to the same.. (c) Neither the Seller or Parent has not been received any sublease notice of threatened condemnation proceedings, lawsuits or assignment entered into by any Acquired Company in respect of the leases administrative actions relating to such Leased Real Property. No Acquired Company is in default of any material provision of any lease of any of the Leased Real Property. (b) Each applicable Acquired Company has peacefulProperty or any other matters which do or may materially adversely affect the current use, undisturbed occupancy or value thereof as it relates to the Business, and exclusive possession there are no pending or, to the Sellers’ or Parent’s knowledge, threatened condemnation proceedings, lawsuits or administrative actions relating to any of the Leased Real Property at Section 3.10(b) of the Seller Disclosure Schedule (the “Warranted Leased Real Property”), and no Acquired Company has assigned (collaterally or otherwise) or granted any other security interest in matters which do or may materially adversely affect the Warranted Real Property Leases current use, occupancy or any interest therein, and there are no Liens on value thereof as it relates to the estate or interest created by the Warranted Real Property Leases. The full amount of security deposit required under each lease of Warranted Leased Real Property, if any, is on deposit thereunder. (c) The use of the Warranted Leased Real Property, or any portion thereof, and the improvements erected thereon, do not violate or conflict in any material respect with (i) any Law, Permit, covenants, conditions or restrictions applicable thereto; or (ii) the terms and provisions of any Contract relating theretoBusiness. (d) Except in Neither Seller nor Parent has received any case notice that would not reasonably be expected to be material to the business any of the Acquired Companies, take as a whole, (i) there is no pending, or to the Knowledge of the Seller, threatened, appropriation, condemnation or like Proceeding affecting the Warranted Leased Real Property or any part thereof; and (ii) no Acquired Company has received written notice that is in violation of the structures thereon, or the use, occupancy or operation thereof by the Seller or Parent or any applicable zoning lawof its Affiliates, regulation violate any material governmental requirements, deed or other applicable Law, related to title covenants or affecting the Warranted Leased Real Propertyrestrictions or permits. (e) The Warranted To the Seller’s and Parent’s knowledge, the Seller and Parent have obtained all material approvals of governmental authorities (including certificates of use and occupancy, licenses and other permits) required to be held by them in connection with the use and occupancy of the Leased Real Property is in good operating condition and repair and is suitable for the conduct of the Acquired Companies’ business as presently conducted therein, except where the failure of the property to be in good operating condition would not have a Material Adverse Effectstructures located thereon. (f) No Person other than an Acquired Company Seller and Parent represent and warrant that it is authorized to enter into and perform the terms of this Agreement and the Sublease Agreement to which it will become a party pursuant to this Agreement. (g) Seller and Parent represent and warrant that it will perform in possession accordance with all of the Warranted terms and obligations of the Sublease Agreement and all terms set forth in this Agreement as they pertain to the Sublease. (h) Seller and Parent agree not to sublease or sell any portion of the Leased Real Property to a direct or any portion thereof, indirect competitor of Buyer or the Business. (i) Seller and there are no leases, licenses, subleases, concessions or other Contracts, written or oral, granting Parent agree to any other Person sublease to Buyer 25,000 square feet (sq. ft.) of the right to use or occupy the Warranted Leased Real Property or any portion thereofin order to continue operating the Business for a maximum term of five (5) years at a total monthly rental not to exceed $25,000 USD.

Leased Real Property. (a) Section 3.10 of the No Seller Disclosure owns any real property. (b) Schedule 4.4(b) sets forth an accurate a true, correct and complete description (by street address list of the subject leased real property, the date and term each parcel of the lease, the name of the parties thereto and the aggregate annual rent payable thereunder) of all real property that is leased by any Acquired Company Sellers (the “Leased Real Property”). Schedule 4.4(b) identifies with an asterisk each Lease that requires the consent of or notice to the lessor thereunder to avoid any material breach, default or violation of such Lease in connection with the transactions contemplated hereby, including the assignment of such Lease to Purchaser. (c) The Seller identified on Schedule 4.4(b) as the tenant under each Lease has made available to the Purchaser complete copies of the leases a valid leasehold interest in effect as of the date hereof relating to the Leased Real Property identified for such Lease, subject to Permitted Liens. (the “Real Property Leases”d) and there No Seller has not been received notice that any sublease or assignment entered into by any Acquired Company in respect portion of the leases relating to such Leased Real Property, or any buildings or improvement located thereon, violates any Law in any material respect, including those relating to zoning, building, land use, environmental, health and safety, fire, air, sanitation and noise control. No Acquired Company Except for the Permitted Liens and to the Knowledge of Sellers, no Leased Real Property is in default subject to (i) any decree or order issued or threatened or proposed to be issued by any Governmental Entity or (ii) any rights of way, building use restrictions, exceptions, variances, reservations or limitations of any material provision nature whatsoever. (e) The improvements and fixtures on the Leased Real Property are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, except where the costs of any lease individual repair to return such improvements and fixtures to such condition would not exceed $10,000. Sellers have not received notice of any pending or threatened condemnation, expropriation or similar proceeding against any of the Leased Real Property or any improvement thereon. Except as set forth on Schedule 4.4(e), the Leased Real Property constitutes all of the real property utilized by Sellers for the operation of the Business. (f) There is no unrestored fire or other casualty damage affecting any of the Leased Real Property. (bg) Each applicable Acquired Company has peacefulPublic utilities (including water, undisturbed electricity, gas, sanitary sewerage, storm water drainage facilities, and exclusive possession of telephone utilities) sufficient to operate the Leased Real Property at Section 3.10(b) of for its current uses are available and, as may be appropriate or applicable, are connected to the Seller Disclosure Schedule (the “Warranted Leased Real Property”), and no Acquired Company has assigned (collaterally or otherwise) or granted any other security interest in the Warranted Real Property Leases or any interest therein, and there are no Liens buildings located on the estate or interest created by the Warranted Real Property Leases. The full amount of security deposit required under each lease of Warranted Leased Real Property, if any, is on deposit thereunder. (c) The use of the Warranted Leased Real Property, or any portion thereof, and the improvements erected thereon, do not violate or conflict in any material respect with (i) any Law, Permit, covenants, conditions or restrictions applicable thereto; or (ii) the terms and provisions of any Contract relating thereto. (d) Except in any case that would not reasonably be expected to be material to the business of the Acquired Companies, take as a whole, (i) there is no pending, or to the Knowledge of the Seller, threatened, appropriation, condemnation or like Proceeding affecting the Warranted Leased Real Property or any part thereof; and (ii) no Acquired Company has received written notice that is in violation of any applicable zoning law, regulation or other applicable Law, related to or affecting the Warranted Leased Real Property. (eh) The Warranted Sellers have obtained all material Permits required for the occupancy and use of the Leased Real Property is for their current operations, and all such Permits are in good operating condition standing, and repair and Sellers have not received notice or otherwise have any Knowledge of any revocation of any such Permits or that any revocation is suitable for the conduct of the Acquired Companies’ business as presently conducted therein, except where the failure of the property to be in good operating condition would not have a Material Adverse Effectpending or threatened. (fi) No Person other than an Acquired Company is in possession True, correct and complete copies of each of the Warranted leases and subleases pursuant to which Sellers lease or sublease the Leased Real Property or any portion thereof, (the “Leases”) have been made available to Purchaser. The Leases are in full force and effect and there are no leaseswritten or oral promises, licensesagreements, subleasesundertakings, concessions or commitments between any Seller and the lessors thereunder, except as disclosed in the Leases. There are no amendments or modifications to the Leases that have not been provided to Purchaser in writing. No rental, lease or other Contracts, written or oral, granting similar commissions are payable with respect to any other Person the right to use or occupy the Warranted Leased Real Property or any portion thereofLeases.

Leased Real Property. (a) Section 3.10 Except as set forth on the Leased Real Property Schedule and the Excluded Designs Leased Property Schedule, neither Seller nor any of its Affiliates owns or leases any real property used or occupied by, or necessary for the Seller Disclosure conduct of, Designs or the Business. (b) The Leased Real Property Schedule sets forth an accurate and complete description (by street the names of the lessee, the address of the subject leased real property, the date and term any parcel of the lease, the name of the parties thereto and the aggregate annual rent payable thereunder) of all real property that is leased by any Acquired Company Seller or used in the Business (collectively, the “Leased Real Property”). The Seller has made available to , and a list of all the Purchaser complete copies of the leases in effect as of the date hereof relating to the Leased Real Property leases, subleases, amendments, extensions, renewals, guaranties, licenses, concessions and other agreements (the whether written or oral) (collectively, “Real Property Leases”) and there has not been any sublease or assignment entered into by any Acquired Company in respect of the leases relating to for each such Leased Real Property. No Acquired Company is Seller has delivered to Buyer a true and complete copy of each such Lease document, and in default the case of any oral Lease, a written summary of the material provision terms of such Lease. Except as set forth on the attached Leased Real Property Schedule, with respect to each of the Leases: (i) such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions contemplated by this Agreement do not require the consent of any lease other party to such Lease, will not result in a breach of any of or default under such Lease, 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 Leased Real Property.Closing; (biii) Each applicable Acquired Company has peaceful, undisturbed Seller’s possession and exclusive possession quiet enjoyment of the Leased Real Property at Section 3.10(bunder such Lease has not been disturbed and there any no disputes with respect to such Leases; (iv) of neither Seller nor any other party to the Seller Disclosure Schedule (the “Warranted Leased Real Property”)Lease is in breach or default under such Lease, and no Acquired Company event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, could reasonably be expected to constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) Seller does not owe any brokerage commissions or finder’s fee with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, Seller; (viii) Seller has not collaterally assigned (collaterally or otherwise) or granted any other security interest in the Warranted Real Property Leases such Lease or any interest therein, and ; and (ix) there are no Liens liens or encumbrances on the estate or interest created by the Warranted Real Property Leases. The full amount of security deposit required under each lease of Warranted Leased Real Property, if any, is on deposit thereundersuch Lease. (c) The use There are no amounts disputed by Seller and not paid to the landlords of the Warranted Leased Real Property, or any portion thereof, and properties listed on the improvements erected thereon, do not violate or conflict in any material respect with (i) any Law, Permit, covenants, conditions or restrictions applicable thereto; or (ii) the terms and provisions of any Contract relating thereto. (d) Except in any case that would not reasonably be expected to be material to the business of the Acquired Companies, take as a whole, (i) there is no pending, or to the Knowledge of the Seller, threatened, appropriation, condemnation or like Proceeding affecting the Warranted attached Leased Real Property or any part thereof; and (ii) no Acquired Company has received written notice that is in violation of any applicable zoning law, regulation or other applicable Law, related to or affecting the Warranted Leased Real PropertySchedule. (e) The Warranted Leased Real Property is in good operating condition and repair and is suitable for the conduct of the Acquired Companies’ business as presently conducted therein, except where the failure of the property to be in good operating condition would not have a Material Adverse Effect. (f) No Person other than an Acquired Company is in possession of the Warranted Leased Real Property or any portion thereof, and there are no leases, licenses, subleases, concessions or other Contracts, written or oral, granting to any other Person the right to use or occupy the Warranted Leased Real Property or any portion thereof.

Leased Real Property. (a) Section 3.10 There is no real property owned by any Advisor Party that is used in or necessary for the conduct of the Seller Disclosure Schedule sets forth an accurate and complete description (by street address business of the subject leased real propertyTarget Companies or the Business Assets. Schedule 3.22(a) contains a true, the date complete and term correct list of (i) all of the lease, leases of real property necessary for the name conduct of the parties business of the Target Companies or the Business Assets and which are in effect (the “Real Property Lease Agreements”) and (ii) all of the ground leases and prime leases that underlie any such lease agreement, each, including without limitation all amendments thereto and all guaranties provided by the aggregate annual rent Advisor Parties in connection therewith (the “Ground Lease Agreements”). The Real Property Lease Agreements are in full force and effect, and the applicable Advisor Party holds a valid and existing leasehold interest under each of the Real Property Lease Agreements, free and clear of any Encumbrances, other than (w) statutory Encumbrances of landlords under the Real Property Lease Agreements; (x) consisting of easements, zoning restrictions, rights-of-way, licenses, covenants, conditions, minor defects, encroachments or irregularities in title and similar Encumbrances on or affecting the underlying fee interest in the Leased Real Property that do not materially interfere with the ordinary conduct of the business of the Target Companies or the Business Assets; (y) the terms, covenants and conditions set forth in the Real Property Lease Agreements and Ground Lease Agreements; and (z) any Encumbrances for real estate taxes not yet due and payable thereunderor that are being contested in good faith through adequate proceedings. (b) Except as set forth in Schedule 3.22(b), no Advisor Party has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease Agreement nor has any Advisor Party entered into with any other Person any sublease, license or other agreement that relates to the use or occupancy of all or any portion of the real property that is leased by any Acquired Company pursuant to the Real Property Lease Agreements (the “Leased Real Property”). The Seller has made available to the Purchaser complete copies use and operation of the leases in effect as of the date hereof relating to the Leased Real Property (in the “Real Property Leases”) and there has not been any sublease or assignment entered into by any Acquired Company in respect conduct of the leases relating to such Leased Real Propertybusiness of the Target Companies or the Business Assets does not violate in any material respect any applicable Law, covenant, condition, restriction, easement, license, Permit or Contract. No Acquired Company is in default Advisor Party has received any written notice of any material provision of pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any lease of any portion of the Leased Real Property. (b) Each applicable Acquired Company has peaceful, undisturbed and exclusive possession of the . The Leased Real Property at Section 3.10(b) constitutes all of the Seller Disclosure Schedule (the “Warranted Leased Real Property”), and no Acquired Company has assigned (collaterally real property used or otherwise) or granted any other security interest in the Warranted Real Property Leases or any interest therein, and there are no Liens on the estate or interest created occupied by the Warranted Real Property Leases. The full amount Advisor Party in connection with the conduct of security deposit required under each lease of Warranted Leased Real Property, if any, is on deposit thereunder. (c) The use of the Warranted Leased Real Property, or any portion thereof, and the improvements erected thereon, do not violate or conflict in any material respect with (i) any Law, Permit, covenants, conditions or restrictions applicable thereto; or (ii) the terms and provisions of any Contract relating thereto. (d) Except in any case that would not reasonably be expected to be material to the business of the Acquired Companies, take as a whole, (i) there is no pending, Target Companies or to the Knowledge of the Seller, threatened, appropriation, condemnation or like Proceeding affecting the Warranted Leased Real Property or any part thereof; and (ii) no Acquired Company has received written notice that is in violation of any applicable zoning law, regulation or other applicable Law, related to or affecting the Warranted Leased Real PropertyBusiness Assets. (e) The Warranted Leased Real Property is in good operating condition and repair and is suitable for the conduct of the Acquired Companies’ business as presently conducted therein, except where the failure of the property to be in good operating condition would not have a Material Adverse Effect. (f) No Person other than an Acquired Company is in possession of the Warranted Leased Real Property or any portion thereof, and there are no leases, licenses, subleases, concessions or other Contracts, written or oral, granting to any other Person the right to use or occupy the Warranted Leased Real Property or any portion thereof.

Leased Real Property. (a) Section 3.10 4.11(a) of the Seller Disclosure Schedule Schedules sets forth an accurate a detailed description of certain real property (i) leased by the Acquired Company situated in Cuernavaca, Mexico and complete description (by street address of ii) leased pursuant to the subject leased real property, the date and term of the lease, the name of the parties thereto Plant B Lease and the aggregate annual rent payable thereunder) of all real property that is leased by any Acquired Company Georgia Lease (the “Leased Real Property”). The , and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions, renewals, guaranties and other agreements with respect thereto, pursuant to which any Asset Seller has made available to or the Purchaser complete copies of the leases in effect as of the date hereof relating to the Acquired Company holds such Leased Real Property (collectively, the “Real Property Leases”). Sellers have delivered to Buyers a true and complete copy of each Lease. With respect to each Lease: (i) such Leases are valid, binding, enforceable and there in full force and effect, and Sellers enjoy possession of the Leased Real Property; (ii) Sellers are not in breach or default under such Leases, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default, and Sellers have paid all rent due and payable under such Leases; (iii) Sellers have not been received nor given any sublease notice of any default or assignment entered into event that with notice or lapse of time, or both, would constitute a default by any Acquired Company Seller under the Leases and, to the Knowledge of Sellers, no other party is in default thereof, and no party to the Leases has exercised any termination rights with respect of thereto; (iv) Sellers have not subleased, assigned or otherwise granted to any Person other than an Affiliate the leases relating right to use or occupy such Leased Real Property. No Acquired Company is Property or any portion thereof; and (v) Sellers have not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in default of any material provision of any lease of any of the Leased Real Property. (b) Each applicable Neither the Acquired Company nor any Asset Seller has peacefulreceived any written notice of (i) material violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, undisturbed (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to materially and exclusive possession adversely affect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any material portion of the Leased Real Property at Section 3.10(b) of the Seller Disclosure Schedule (the “Warranted Leased Real Property”), and no Acquired Company has assigned (collaterally been damaged or otherwise) destroyed by fire or granted any other security interest in the Warranted Real Property Leases or any interest therein, and there are no Liens on the estate or interest created by the Warranted Real Property Leases. The full amount of security deposit required under each lease of Warranted Leased Real Property, if any, is on deposit thereundercasualty. (c) The use of the Warranted Leased Real Property, or any portion thereof, and the improvements erected thereon, do not violate or conflict in any material respect with (i) any Law, Permit, covenants, conditions or restrictions applicable thereto; or (ii) the terms and provisions of any Contract relating thereto. (d) Except in any case that would not reasonably be expected to be material to the business of the Acquired Companies, take as a whole, (i) there is no pending, or to the Knowledge of the Seller, threatened, appropriation, condemnation or like Proceeding affecting the Warranted Leased Real Property or any part thereof; and (ii) no Acquired Company has received written notice that is in violation of any applicable zoning law, regulation or other applicable Law, related to or affecting the Warranted Leased Real Property. (e) The Warranted Leased Real Property is in good operating condition and repair and is suitable sufficient for the continued conduct of the Acquired Companies’ business Business after the Closing in substantially the same manner as presently conducted therein, except where prior to the failure of the property to be in good operating condition would not have a Material Adverse EffectClosing. (f) No Person other than an Acquired Company is in possession of the Warranted Leased Real Property or any portion thereof, and there are no leases, licenses, subleases, concessions or other Contracts, written or oral, granting to any other Person the right to use or occupy the Warranted Leased Real Property or any portion thereof.

Leased Real Property. (a) The Business has no interest in any real property other than the Leased Real Property. Section 3.10 of the Seller Disclosure Schedule Schedules sets forth an accurate and complete description (by street the address of the subject leased real property, the date and term each parcel of the lease, the name of the parties thereto and the aggregate annual rent payable thereunder) of all real property that is leased by any Acquired Company the Business (the “Leased Real Property”, and a true and complete list of all leases for each such Leased Real Property (each, a “Lease”). The Seller has made available to the Purchaser a true and complete copies copy of each such Lease. With respect to each of the leases Leases: (i) Such lease is legal, valid and binding on the Business, and in full force and effect as in accordance with its terms subject to the effect of the date hereof any Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law); (ii) Neither the Seller nor any of its Affiliates, nor to the Knowledge of Seller, any other party to the Lease, is in breach or default under any provision is such Lease; and (iii) the Business has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property (or any portion thereof. To the “Real Property Leases”) and there has not been any sublease or assignment entered into by any Acquired Company in respect Knowledge of the leases relating to such Seller, there is no condemnation, expropriation or other proceeding in eminent domain or any similar proceeding pending or threatened affecting the Business’ interest in any Leased Real Property. No Acquired Company is in default of There exists no writ, injunction, decree, order or judgment outstanding, nor any material provision of any lease of any of the Leased Real Property. (b) Each applicable Acquired Company has peacefullitigation, undisturbed and exclusive possession of the Leased Real Property at Section 3.10(b) of the Seller Disclosure Schedule (the “Warranted Leased Real Property”), and no Acquired Company has assigned (collaterally or otherwise) or granted any other security interest in the Warranted Real Property Leases or any interest therein, and there are no Liens on the estate or interest created by the Warranted Real Property Leases. The full amount of security deposit required under each lease of Warranted Leased Real Property, if any, is on deposit thereunder. (c) The use of the Warranted Leased Real Property, or any portion thereof, and the improvements erected thereon, do not violate or conflict in any material respect with (i) any Law, Permit, covenants, conditions or restrictions applicable thereto; or (ii) the terms and provisions of any Contract relating thereto. (d) Except in any case that would not reasonably be expected to be material to the business of the Acquired Companies, take as a whole, (i) there is no pending, or to the Knowledge of the Seller, threatenedthreatened in writing, appropriationrelating to the lease, condemnation use, occupancy or like Proceeding affecting operation of the Warranted Business of any Leased Real Property. All buildings, structures and improvements located on, fixtures contained in, and appurtenances attached to the Leased Real Property or any part thereof; and (ii) no Acquired Company has received written notice that is in violation of any applicable zoning law, regulation or other applicable Law, related to or affecting the Warranted Leased Real Property. (e) The Warranted Leased Real Property is are in good operating condition and repair repair, normal wear and is suitable for the conduct of the Acquired Companies’ business as presently conducted therein, except where the failure of the property to be in good operating condition would not have a Material Adverse Effecttear excepted. (f) No Person other than an Acquired Company is in possession of the Warranted Leased Real Property or any portion thereof, and there are no leases, licenses, subleases, concessions or other Contracts, written or oral, granting to any other Person the right to use or occupy the Warranted Leased Real Property or any portion thereof.

Leased Real Property. (a) Section 3.10 of the Seller Disclosure Schedule 3.10(a) sets forth an accurate and complete description (by street address of the subject leased real property, the date and term of the lease, the name of the parties thereto and the aggregate annual rent payable thereunder) list of all real property that is leased by any Acquired Company Real Property Leases included in the Business Assets (the “Leased Real Property”)) to which a Transferred Subsidiary or an Indirect Subsidiary is a party. For the avoidance of doubt, Leased Real Property does not include any warehouse or distribution centers (if any) that are operated solely by third party logistic providers on behalf of the Sellers or their Affiliates. The Seller has Sellers have made available to the Purchaser complete copies Buyers a copy of the leases in effect as of the date hereof relating to the Leased each such Real Property (the “Real Property Leases”) and there has not been any sublease or assignment entered into by any Acquired Company in respect of the leases relating to such Leased Real Property. No Acquired Company is in default of any material provision of any lease of any of the Leased Real PropertyLease document. (b) Each applicable Acquired Company has peaceful, undisturbed and exclusive possession of Except for the Leased Real Property at Section 3.10(b) of the Seller Disclosure Schedule (the “Warranted Leased Real Property”), and no Acquired Company has assigned (collaterally or otherwise) or granted any other security interest in the Warranted Real Property Leases or any interest thereinand Permitted Encumbrances, and there are no Liens on material leases, tenancy agreements, easements, written covenants or written restrictions to which either Seller or any of their Affiliates, in each case in respect of the estate or interest created by the Warranted Real Property Leases. The full amount of security deposit required under each lease of Warranted Leased Real Property, if anyBusiness, is a party which create or confer on deposit thereunder. (c) The use any person other than the Sellers or any of their Affiliates a right to use, occupy or possess all or any of the Warranted Leased Real Property, or any portion thereof, and the improvements erected thereon, do not violate or conflict in any material respect with (i) any Law, Permit, covenants, conditions or restrictions applicable thereto; or (ii) the terms and provisions of any Contract relating thereto. (d) Except in any case that would not reasonably be expected to be material to the business of the Acquired Companies, take as a whole, (i) there is no pending, or to the Knowledge of the Seller, threatened, appropriation, condemnation or like Proceeding affecting the Warranted Leased Real Property or any part thereof; and (ii) no Acquired Company has received written notice that is in violation of any applicable zoning law, regulation or other applicable Law, related to or affecting the Warranted Leased Real Property. (e) The Warranted Leased Real Property is in good operating condition and repair and is suitable for the conduct of the Acquired Companies’ business as presently conducted therein, except where the failure of the property to be in good operating condition would not have a Material Adverse Effect. (f) No Person other than an Acquired Company is in possession of the Warranted Leased Real Property or any portion thereofthereof or interest therein. (c) Except as set forth on Disclosure Schedule 3.10(a), with respect to each such Real Property Lease: (i) such Real Property Lease is legal, valid, binding, enforceable and in full force and effect with respect to the Transferred Subsidiary or Indirect Subsidiary party thereto and, to the Sellers’ Knowledge, with respect to the other parties thereto, except that such enforcement may be subject to (1) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (2) general principles of equity, (ii) the applicable Transferred Subsidiary’s or Indirect Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and to the Sellers’ Knowledge, there are no leasesdisputes with respect to such Real Property Lease; and (iii) neither the Transferred Subsidiary or the Indirect Subsidiary party thereto nor, licensesto the Sellers’ Knowledge, subleases, concessions or other Contracts, written or oral, granting to any other Person party to the right to use or occupy the Warranted Leased Real Property Lease is in breach or default under such Real Property Lease and, to the Sellers’ Knowledge, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or the acceleration of rent or any portion thereofother payment with respect to such Real Property Lease.

Leased Real Property. (aNo Acquired Company owns, or has ever owned, any real property. Part 2.9(c) Section 3.10 of the Seller Disclosure Schedule sets forth an accurate forth: (i) all leases, subleases, licenses and complete description (by street address occupancy agreements, and in the case of any oral lease, sublease, license or occupancy agreement, a written summary of the subject leased real propertymaterial terms thereof, the date and term of the leasetogether with all amendments or modifications thereto, the name of the parties thereto and the aggregate annual rent payable thereunder) of all pursuant to which any real property that is leased by any of the Acquired Company Companies (each such lease, sublease, license or occupancy agreement being referred to as a “Real Property Lease” and any such real property leased by any of the Acquired Companies being referred to as a “Leased Real Property”). The Seller has made available to ; and (ii) the Purchaser complete copies address of the leases in effect as of the date hereof relating to the each Leased Real Property (and any security deposit, guaranty and/or letter of credit provided to the “landlord under the related Real Property Leases”) and there has not been Lease. The Acquired Companies collectively have a valid leasehold interest (or the equivalent in any sublease or assignment entered into by any Acquired Company in respect jurisdiction outside of the leases relating United States) in all Leased Real Property. Each building, structure, fixture and other improvement located on any Leased Real Property is (A) in good operating condition and repair, (B) free of any material defect and (C) adequate for use in the operation of each of the businesses of the Acquired Companies as they are currently conducted at such location, including a public means of access to and from such Leased Real Property. With respect to each Real Property Lease, the tenant thereunder enjoys peaceful, exclusive and undisturbed use and possession in all material respects of the demised premises thereunder. No Acquired Company is in default of any material provision of any lease of any of the Leased Real Property. (b) Each applicable Acquired Company has peaceful, undisturbed and exclusive possession of the Leased Real Property at Section 3.10(b) of the Seller Disclosure Schedule (the “Warranted Leased Real Property”), and no Acquired Company has assigned (collaterally subleased or otherwise) or otherwise granted any other security interest in the Warranted Real Property Leases or any interest therein, and there are no Liens on the estate or interest created by the Warranted Real Property Leases. The full amount of security deposit required under each lease of Warranted Leased Real Property, if any, is on deposit thereunder. (c) The use of the Warranted Leased Real Property, or any portion thereof, and the improvements erected thereon, do not violate or conflict in any material respect with (i) any Law, Permit, covenants, conditions or restrictions applicable thereto; or (ii) the terms and provisions of any Contract relating thereto. (d) Except in any case that would not reasonably be expected to be material to the business of the Acquired Companies, take as a whole, (i) there is no pending, or to the Knowledge of the Seller, threatened, appropriation, condemnation or like Proceeding affecting the Warranted Leased Real Property or any part thereof; and (ii) no Acquired Company has received written notice that is in violation of any applicable zoning law, regulation or other applicable Law, related to or affecting the Warranted Leased Real Property. (e) The Warranted Leased Real Property is in good operating condition and repair and is suitable for the conduct of the Acquired Companies’ business as presently conducted therein, except where the failure of the property to be in good operating condition would not have a Material Adverse Effect. (f) No Person other than an Acquired Company is in possession of the Warranted Leased Real Property or any portion thereof, and there are no leases, licenses, subleases, concessions or other Contracts, written or oral, granting to any other Person the right to use or occupy the Warranted any Leased Real Property. There is no condemnation, expropriation or other claim in eminent domain pending or threatened affecting any Leased Real Property or any portion thereofthereof or interest therein.

Leased Real Property. (a) The Sellers do not own any real property, nor has any Seller ever owned any real property. (b) Section 3.10 3.12(b) of the Seller Disclosure Schedule sets forth an accurate and complete description (by street address of the subject leased real propertyLeased 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 real property that is leased by any Acquired Company (the “Leased Real Property”). The Seller has made available to the Purchaser complete copies of the leases in effect as of the date hereof relating to the Leased Real Property (the “Real Property Leases”) and there has not been any sublease or assignment entered into by any Acquired Company in respect of the leases relating to such Leased Real Property. No Acquired Company is in default The Sellers have delivered to the Purchaser accurate and complete copies of any material provision of any lease of any of all leases, subleases or licenses with respect to the Leased Real Property. (bc) Each applicable Acquired Company has peacefulThe Sellers hold valid leasehold interests in the Leased Real Property, undisturbed free and exclusive possession clear of any Encumbrances. (d) Use of the Leased Real Property at Section 3.10(b) 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 structure classifications. To the Seller Disclosure Schedule (Sellers’ Knowledge, without investigation, all buildings, fixtures and other improvements, including the “Warranted Leased Real Property”)roof, foundation and no Acquired Company has assigned (collaterally or otherwise) or granted any floors and the heating, ventilation, air conditioning, mechanical, electrical and other security interest in the Warranted Real Property Leases or any interest thereinbuilding systems, and there are no Liens located on the estate or interest created by the Warranted Real Property Leases. The full amount of security deposit required under each lease of Warranted Leased Real Property, if any, is on deposit thereunder. (c) The use of the Warranted Leased Real Property, or any portion thereof, and the improvements erected thereon, do not violate or conflict in any material respect with (i) any Law, Permit, covenants, conditions or restrictions applicable thereto; or (ii) the terms and provisions of any Contract relating thereto. (d) Except in any case that would not reasonably be expected to be material to the business of the Acquired Companies, take as a whole, (i) there is no pending, or to the Knowledge of the Seller, threatened, appropriation, condemnation or like Proceeding affecting the Warranted Leased Real Property (collectively, the “Improvements”) are in material compliance with all applicable Laws, including those pertaining to health and safety, zoning, building and the disabled. The Leased Real Property is supplied with utilities and other services necessary for the operation of the Sellers’ business and each parcel of Leased Real Property abuts on and has direct vehicular access to an improved public road or any part thereof; and (ii) no Acquired Company has received written notice that is in violation access to an improved public road via a permanent, irrevocable appurtenant easement improved with a road benefiting the parcel of any applicable zoning law, regulation or other applicable Law, related to or affecting the Warranted Leased Real Property. (e) The Warranted Leased Real Property is in good operating condition and repair and is suitable for the conduct of the Acquired Companies’ business as presently conducted therein, except where the failure of the property to be in good operating condition would not have a Material Adverse Effect. (f) No Person other than an Acquired Company the Sellers is in possession of any portion of the Warranted Leased Real Property or any portion thereof, and there are no leases, licenses, subleases, concessions or other Contracts, written or oral, granting Property. No Seller has granted to any other Person the right to use or occupy any portion of any parcel of Leased Real Property, and the Warranted Sellers have received no notice, and the Sellers have no Knowledge, of any claim of any Person to the contrary. (f) To the Sellers’ Knowledge, without investigation, the Improvements are structurally sound, are in good operating condition and repair, ordinary wear and tear excepted, are free from latent and patent defects, are suitable for the purposes for which they are being used and planned to be used by the Sellers and have been maintained in accordance with normal industry practice. The Leased Real Property constitutes all such property used in or any portion thereofnecessary to conduct the Sellers’ business as conducted and planned to be conducted by the Sellers.

Leased Real Property. (a) Section 3.10 4.15(a) of the Seller Disclosure Schedule sets forth an accurate and complete description (by street address of the subject leased real property, the date and term of the lease, the name of the parties thereto and the aggregate annual rent payable thereunder) contains a list of all real property that is and interests in real property leased by any Acquired Company (the “Leased Real Property”). The Leased Real Property listed on Section 4.15(a) of the Seller has Disclosure Schedule includes all interests in real property used in the conduct of the businesses and operations of the Company and its Subsidiaries as currently conducted. (b) No Acquired Company owns any real property or fee simple interests in real property. (c) With respect to Leased Real Property, the Seller Parties have made available to Acquiror a true and complete copy of every lease and sublease pursuant to which the Purchaser complete copies Company or any Subsidiary of the leases Company is a party or by which any of them is bound (each, a “Lease”). Each Lease is in full force and effect as of the date hereof relating to the Leased Real Property (the “Real Property Leases”) and there has not been any sublease or assignment entered into by any Acquired Company enforceable in respect of the leases relating to such Leased Real Propertyaccordance with its terms. No Acquired Company is in default of in any material provision respect under any Lease. The Company or one of any lease of any of the Leased Real Property. (b) Each applicable Acquired Company its Subsidiaries has peaceful, undisturbed and exclusive possession of the Leased Real Property at Section 3.10(b) of the Seller Disclosure Schedule (the “Warranted Leased Real Property”), and no Acquired Company has assigned (collaterally or otherwise) or granted any other security interest in the Warranted Real Property Leases or any interest therein, and there are no Liens on the estate or interest created by the Warranted Real Property Leases. The full amount of security deposit required under each lease of Warranted Leased Real Property, if any, is on deposit thereunder. (c) The use of the Warranted Leased Real Property, or any portion thereof, and the improvements erected thereon, do not violate or conflict in any material respect with (i) any Law, Permit, covenants, conditions or restrictions applicable thereto; or (ii) the terms and provisions of any Contract relating thereto. (d) Except in No Acquired Company has received any case written notice from any Governmental Entity or other Person that would not reasonably be expected to be material to the business of the Acquired Companies, take as a whole, (i) there is no pending, or to the Knowledge of the Seller, threatened, appropriation, condemnation or like Proceeding affecting the Warranted Leased Real Property does not comply with all applicable building and zoning codes, deed restrictions, ordinances and rules. (e) No Acquired Company has received any written notice advising that a Governmental Entity having the power of eminent domain over the Leased Real Property has commenced to exercise the power of eminent domain or a similar power with respect to all or any part thereof; and (ii) no of the Leased Real Property. No Acquired Company has received written notice that is in violation of any applicable fire, health, safety, building, zoning law, regulation or other applicable Lawland use regulatory proceedings, related lawsuits or administrative actions relating to any portion of the Leased Real Property or any other matters which do or may materially adversely effect the current use or occupancy thereof. No Acquired Company has received written notice of any pending or threatened special assessment proceedings affecting any portion of the Warranted Leased Real Property. (ef) The Warranted No Acquired Company has received any written notice from any Governmental Entity or other Person advising that the Leased Real Property is and all present uses and operations of the Leased Real Property do not comply, in good operating condition all material respects, with all Laws, Authorizations, covenants, conditions, restrictions, easements, disposition agreements and repair similar matters affecting the Leased Real Property. To the Knowledge of the Seller Parties, the continued use, occupancy and is suitable for operation of the conduct Leased Real Property as currently used, occupied and operated do not constitute a nonconforming use and are not the subject of a special use permit under any Law. (g) Each of the Acquired Companies’ business as presently conducted thereinCompanies has good and valid rights of ingress and egress to and from all Leased Real Property from and to the public street systems for all usual street, except where the failure of the property to be in good operating condition would not have a Material Adverse Effectroad and utility purposes. (fh) No Person other than an the Acquired Company Companies is in possession of any of the Warranted Leased Real Property or any portion thereof, and to the Knowledge of the Seller Parties there are no leases, subleases, licenses, subleases, concessions or other Contractsagreements, written or oral, granting to any Person other Person than the Acquired Companies of the Company the right to of use or occupy occupancy of the Warranted Leased Real Property or any portion thereof. To the Knowledge of the Seller Parties, no easement, utility transmission line or water main located on the Leased Real Property adversely affects the use of the Leased Real Property or any improvement on the Leased Real Property.

Leased Real Property. (a) Section 3.10 of the Seller Disclosure Schedule 4.30 sets forth an accurate and a complete description (by street address list of the subject leased real property, the date and term of the lease, the name of the parties thereto and the aggregate annual rent payable thereunder) of all real property that is leased by any Acquired Company (the “Leased Real Property”). The Seller has made available to the Purchaser complete copies of the leases in effect as of the date hereof relating to the Leased Real Property (the “and details for each Leased Real Property Leases”including: (i) municipal address; (ii) legal description; (iii) area of premises; (iv) a description of all relevant documents (including amendments, extension notices, registered notices, non-disturbance agreements) including details of parties thereto and there has dates of documents; and (v) details of annual rent or license fee payable (with specifications whether same is inclusive or exclusive of management fees, government rates and government rent), applicable discounts or premiums associated therewith, current terms, renewal rights and security deposits or prepaid rent. (b) Except as disclosed in Schedule 4.30, the Real Property Leases have not been any sublease altered or assignment entered into by any Acquired Company amended and are in respect of full force and effect. There are no Contracts between the leases landlord and tenant, or sublandlord and subtenant, or other relevant parties, relating to such Leased Real Property. No Acquired Company is in default of any material provision of any lease of any the use and occupation of the Leased Real Property. (b) Each applicable Acquired Company has peaceful, undisturbed and exclusive possession of the Leased Real Property at Section 3.10(b) of the Seller Disclosure Schedule (the “Warranted Leased Real Property”), and no Acquired Company has assigned (collaterally or otherwise) or granted any other security interest than as contained in the Warranted Real Property Leases or any interest therein, and there are no Liens on the estate or interest created by the Warranted Real Property Leases. The full amount of security deposit required under each lease of Warranted Leased Real Property, if any, is on deposit thereunder. (c) The use There are no outstanding defaults (or events which would constitute a default with the passage of time or giving of notice or both) under the Warranted Leased Real Property, Property Leases on the part of a Vendor or any portion thereof, and on the improvements erected thereon, do not violate or conflict in any material respect with (i) any Law, Permit, covenants, conditions or restrictions applicable thereto; or (ii) the terms and provisions part of any Contract relating theretoother party to such Real Property Leases. (d) Except in any case that would not reasonably be expected to be material to All interests held by the business of Vendor as lessee or occupant under the Acquired Companies, take as a whole, (i) there is no pending, or to the Knowledge of the Seller, threatened, appropriation, condemnation or like Proceeding affecting the Warranted Leased Real Property or any part thereof; Leases are free and (ii) no Acquired Company has received written notice that is in violation clear of any applicable zoning law, regulation or all Encumbrances other applicable Law, related to or affecting the Warranted Leased Real Propertythan Permitted Encumbrances. (e) The Warranted Vendor does not have any option (including an option for renewal), right of first refusal or other right relating to the Leased Real Property, other than as set out in the Real Property is in good operating condition and repair and is suitable for the conduct of the Acquired Companies’ business as presently conducted therein, except where the failure of the property to be in good operating condition would not have a Material Adverse EffectLeases. (f) No Person other than an Acquired Company is The Vendor has not waived, or omitted to take any action in possession respect of any material rights under any of the Warranted Leased Real Property or any portion thereof, and there are no leases, licenses, subleases, concessions or other Contracts, written or oral, granting to any other Person the right to use or occupy the Warranted Leased Real Property or any portion thereofLeases.

Leased Real Property. (a) Section 3.10 Schedule 4.16 of the Seller Sellers’ Disclosure Schedule Letter sets forth an accurate forth, as of the date of the Original Agreement, each real property lease (together with any amendments, modifications, supplements, guarantees and complete description (by renewals thereto, each, a “Lease”) to which the Company or any of its Subsidiaries is party, and the street address of the subject leased real property, the date and term each parcel of the lease, the name of the parties thereto and the aggregate annual rent payable thereunder) of all real property that which is leased by the Company or any Acquired Company of its Subsidiaries as lessee together with the identity of the lessee of such real property (all such real property being hereinafter collectively referred to as the “Leased Real Property”). Each identified lessee of any parcel of Leased Real Property has a valid and enforceable leasehold interest under each Lease to which it is a party, free and clear of all Encumbrances, except for Permitted Encumbrances. All Leases are in full force and effect, and neither the Company nor any of its Subsidiaries has received any written notice of any default or event that, with notice or lapse of time, or both, would constitute a default by the identified lessee under any Lease, or would result in the creation of any Encumbrance, except for Permitted Encumbrances, thereunder or pursuant thereto. The Seller has Leased Real Property constitutes all of the real property used, leased or otherwise occupied by the Company and its Subsidiaries to operate its Business. To the Knowledge of the Company, there are no condemnation, eminent domain or compulsory purchase proceedings or claims pending or threatened with respect to any portion of the Leased Real Property. Prior to the date of the Original Agreement, true, correct and complete copies of each Lease have been made available to the Purchaser complete copies Purchaser. No Lease has been amended or modified except as set forth on Schedule 4.16 of the leases in effect Sellers’ Disclosure Letter. Except as set forth on Schedule 4.16 of the date hereof relating to the Leased Real Property (the “Real Property Leases”) and there has not been any sublease or assignment entered into by any Acquired Company in respect Sellers’ Disclosure Letter, neither of the leases relating to such Leased Real Property. No Acquired Company is in default of any material provision of any lease of nor its Subsidiaries has subleased any of the Leased Real Property. (b) Each applicable Acquired Company has peaceful, undisturbed and exclusive possession and, to the Knowledge of the Company, there are no other Persons occupying or having any current or future right to occupy any part of the Leased Real Property at Section 3.10(b) during the term of each of the Seller Disclosure Schedule (Leases. There are no leasing or other fees or commissions due in connection with any Lease or any renewal or extension or expansion of any Lease that will be binding on Purchaser or any of its Affiliates or Representatives after the “Warranted Leased Real Property”)Closing, and no Acquired understanding or agreement with any party exists as to payment of any leasing commissions or fees regarding future leases. No security or other deposits made by the Company or any Subsidiary under any Lease has assigned (collaterally been applied towards the obligations of such party in accordance with such Lease and no security or otherwise) other deposit is in the form of a letter of credit or granted any other security interest in the Warranted Real Property Leases or any interest therein, and there are no Liens on the estate or interest created by the Warranted Real Property Leases. The full amount of security deposit required under each lease of Warranted Leased Real Property, if any, is on deposit thereunder. (c) The use of the Warranted Leased Real Property, or any portion thereof, and the improvements erected thereon, do not violate or conflict in any material respect with (i) any Law, Permit, covenants, conditions or restrictions applicable thereto; or (ii) the terms and provisions of any Contract relating thereto. (d) Except in any case that would not reasonably be expected to be material to the business of the Acquired Companies, take as a whole, (i) there is no pending, or to the Knowledge of the Seller, threatened, appropriation, condemnation or like Proceeding affecting the Warranted Leased Real Property or any part thereof; and (ii) no Acquired Company has received written notice that is in violation of any applicable zoning law, regulation or other applicable Law, related to or affecting the Warranted Leased Real Property. (e) The Warranted Leased Real Property is in good operating condition and repair and is suitable for the conduct of the Acquired Companies’ business as presently conducted therein, except where the failure of the property to be in good operating condition would not have a Material Adverse Effect. (f) No Person form other than an Acquired Company is in possession of the Warranted Leased Real Property or any portion thereof, and there are no leases, licenses, subleases, concessions or other Contracts, written or oral, granting cash. No counterparty to any other Person the right Lease has made a request for payment or performance by any guarantor to use or occupy the Warranted Leased Real Property or any portion thereofsuch Lease.

Leased Real Property. (a) Section 3.10 4.22.2 of the Seller Disclosure Schedule sets forth an accurate lists and complete description (by street address of the subject leased real property, the date and term of the lease, the name of the parties thereto and the aggregate annual rent payable thereunder) of describes briefly all real property that is leased by any each of the Acquired Company Companies leases (the “Leased Real Property”). The Seller has made available to the Purchaser complete copies of the leases in effect as of the date hereof relating to the Leased Real Property (the “Real Property Leases”) and there has not been any sublease or assignment entered into by any Acquired Company in each lease agreement with respect of the leases relating to such Leased Real Property. No True, correct and complete copies of all leases together with all amendments supplements, non-disturbance agreements and any other material documents pertaining thereto (collectively, the “Leases”) have been made available to Buyer. All of each Acquired Company is Company’s material leasehold interests in default of any material provision of any lease of any of the Leased Real Property. (b) Each applicable Acquired Company has peaceful, undisturbed and exclusive possession of the Leased Real Property at Section 3.10(b) of the Seller Disclosure Schedule (the “Warranted Leased Real Property”)are held under valid, binding and no Acquired Company has assigned (collaterally or otherwise) or granted any other security interest in the Warranted Real Property Leases or any interest thereinenforceable leases, and there are no Liens on the estate or interest created except as such enforceability may be limited by the Warranted Real Property Leases. The full amount of security deposit required under each lease of Warranted Leased Real Property, if any, is on deposit thereunder. (c) The use of the Warranted Leased Real Property, or any portion thereof, and the improvements erected thereon, do not violate or conflict in any material respect with (i) any Lawbankruptcy laws and other similar laws affecting creditors’ rights generally, Permit, covenants, conditions or restrictions applicable thereto; or and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. There is no action pending or, to the terms and provisions Knowledge of any Contract relating thereto. (d) Except Seller, threatened in any case writing that would not could reasonably be expected to be material to interfere with the business quiet enjoyment of the any such leasehold interest. No Acquired Companies, take as a whole, (i) there Company has been notified in writing that it is no pending, in breach of any of its obligations in any lease under which it occupies or has any leasehold or other interest in Leased Real Property and to the Knowledge of Seller there are no facts or circumstances which with the Seller, threatened, appropriation, condemnation passage of time and or like Proceeding affecting the Warranted Leased Real Property notice would constitute a default or any part thereof; event of default under and (ii) no such Lease. No Acquired Company has received any written notice that is in of violation or claimed violation of any applicable zoning lawbuilding, regulation or zoning, subdivision and other applicable Law, related to or land use and similar Laws affecting the Warranted Leased Real Property. (e) The Warranted its interests in Leased Real Property is in good operating condition and repair and is suitable for to the conduct Knowledge of the Acquired Companies’ business as presently conducted therein, except where the failure of the property to be in good operating condition would not have a Material Adverse Effect. (f) No Person other than an Acquired Company is in possession of the Warranted Leased Real Property or any portion thereof, and Seller there are no leases, licenses, subleases, concessions facts or other Contracts, written circumstances which with the passage of time and or oral, granting to any other Person the right to use or occupy the Warranted Leased Real Property or any portion thereofnotice would constitute such a violation.

Leased Real Property. (a) Section 3.10 of the Seller Disclosure Schedule 3.11(a) sets forth an accurate and complete description (by street address of the subject leased real property, the date and term of the lease, the name of the parties thereto and the aggregate annual rent payable thereunder) a list of all real property that Real Property Leases to which any Transferred Subsidiary or Indirect Subsidiary is leased by any Acquired Company (a party. For the “Leased Real Property”). The Seller has made available to the Purchaser complete copies avoidance of the leases in effect as of the date hereof relating to the doubt, Leased Real Property (the “Real Property Leases”) and there has does not been include any sublease warehouse or assignment entered into distribution centers that are operated solely by any Acquired Company in respect third party logistic providers on behalf of the leases relating to such Leased Real Property. No Acquired Company is in default of any material provision of any lease of any of the Leased Real PropertyShare Sellers or their Affiliates. (b) Each applicable Acquired Company has peaceful, undisturbed and exclusive possession of Except for the Leased Real Property at Section 3.10(b) of the Seller Disclosure Schedule (the “Warranted Leased Real Property”), and no Acquired Company has assigned (collaterally or otherwise) or granted any other security interest in the Warranted Real Property Leases or any interest thereinand Permitted Encumbrances, and there are no Liens on material leases, tenancy agreements, easements, written covenants or written restrictions to which the estate Share Sellers or interest created by any of their Affiliates, in each case in respect of the Warranted Real Property Leases. The full amount of security deposit required under each lease of Warranted Leased Real Property, if anyBusiness, is a party which create or confer on deposit thereunder. (c) The use any person other than the Share Sellers or any of their Affiliates a material right to use, occupy or possess all or any of the Warranted Leased Real Property, or any portion thereof, and the improvements erected thereon, do not violate or conflict in any material respect with (i) any Law, Permit, covenants, conditions or restrictions applicable thereto; or (ii) the terms and provisions of any Contract relating thereto. (d) Except in any case that would not reasonably be expected to be material to the business of the Acquired Companies, take as a whole, (i) there is no pending, or to the Knowledge of the Seller, threatened, appropriation, condemnation or like Proceeding affecting the Warranted Leased Owned Real Property or any part thereof; and (ii) no Acquired Company has received written notice that is in violation of any applicable zoning law, regulation or other applicable Law, related to or affecting the Warranted Leased Real Property. (e) The Warranted Leased Real Property is in good operating condition and repair and is suitable for the conduct of the Acquired Companies’ business as presently conducted therein, except where the failure of the property to be in good operating condition would not have a Material Adverse Effect. (f) No Person other than an Acquired Company is in possession of the Warranted Leased Real Property or any portion thereofthereof or interest therein. (c) Each of the Real Property Leases set forth on Disclosure Schedule 3.11(a) is a legal, valid and binding obligation of a Transferred Subsidiary or an Indirect Subsidiary and, to the Sellers’ Knowledge, the other party thereto, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and there are no leases(ii) general principles of equity. (d) All of the buildings, licenses, subleases, concessions or offices and other Contracts, written or oral, granting to any other Person significant structures located on the right to use or occupy the Warranted Leased Real Property which are material to the conduct of the Business and, pursuant to the terms of the applicable Real Property Leases are to be maintained by the applicable Transferred Subsidiary or Indirect Subsidiary occupying such Leased Real Property as tenant, have been maintained by such Transferred Subsidiary or Indirect Subsidiary, in all material respects, in reasonable condition in a manner consistent with past maintenance practices of the Business. (e) No Transferred Subsidiary or Indirect Subsidiary occupying any portion thereofLeased Real Property as tenant nor the applicable lessor is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any Real Property Lease to which it is a party except where such default or defaults do not or would not, individually or in the aggregate, have a Material Adverse Effect. All rent and other charges due and payable under the Real Property Leases have been paid in full for all periods through and including the date hereof and will be paid, as of the Closing Date, for all periods through and including such date.

Leased Real Property. (aSection 2.12(a) Section 3.10 of the Seller Disclosure Schedule sets forth (i) an accurate and complete description list of all leases, subleases or other Contracts, together with all amendments, waivers, supplements or modifications thereto (by street address of the subject leased real propertycollectively, the date and term of “Real Property Leases”), under which the lease, Company uses or occupies or has the name of right to use or occupy the parties thereto and the aggregate annual rent payable thereunder) of all real property that is leased by any Acquired or subleased to the Company (collectively, the “Leased Real Property”). The Seller has made available to the Purchaser complete copies of the leases in effect as of the date hereof relating to ; provided, however, that the Leased Real Property (does not include any real property solely used or occupied in connection with the “Cloud & Hosted Services Business for which the underlying leases will be assigned to and assumed by CloudCo pursuant to the Contribution Agreement and the Real Property Leases”Leases do not include such leases, and (ii) an accurate and there has not been any sublease complete list of all other Contracts with landlords or assignment entered into by any Acquired Company in other Persons with respect of to the leases relating to such Leased Real Property. No Acquired Company is in default of any material provision of any lease of any Company’s occupancy of the Leased Real Property. , including any and all subordination, non-disturbance and attornment agreements with any mortgagees of the landlords. With respect to each Real Property Lease, except as set forth in Section 2.12(a) of the Seller Disclosure Schedule, (bA) Each applicable Acquired the Company has peacefulnot received written notice from any insurance carrier or landlord for any Leased Real Property that the Company needs to undertake any material repairs, undisturbed alterations or construction or to take any other corrective action with respect to any Leased Real Property, (B) neither the Company nor, to the Knowledge of the Company, any landlord of the Leased Real Property has received written or, to the Knowledge of the Company, oral notice of any violations (zoning or otherwise) from any Governmental Authority having jurisdiction over the Leased Real Property, (C) the zoning of the Leased Real Property permits the continuation of the Acquired Business as currently being conducted on such Leased Real Property, (D) to the Knowledge of the Company, there are no existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the ability to operate the Acquired Business on any Leased Real Property, (E) the Company has not entered into discussions with any landlord to further amend, supplement or modify any of the Real Property Leases and (F) the Company is in actual, exclusive possession of the Leased Real Property at Section 3.10(b(other than any common areas thereto) of and has good, valid and indefeasible title to all leasehold estates created under the Seller Disclosure Schedule (the “Warranted Leased Real Property”), and no Acquired Company has assigned (collaterally or otherwise) or granted any other security interest in the Warranted Real Property Leases or any interest therein, and there are no Liens on the estate or interest created by the Warranted Real Property Leases. The full amount , free and clear of security deposit required under each lease of Warranted Leased Real Property, if any, is on deposit thereunderall Liens except for Permitted Liens. (c) The use of the Warranted Leased Real Property, or any portion thereof, and the improvements erected thereon, do not violate or conflict in any material respect with (i) any Law, Permit, covenants, conditions or restrictions applicable thereto; or (ii) the terms and provisions of any Contract relating thereto. (d) Except in any case that would not reasonably be expected to be material to the business of the Acquired Companies, take as a whole, (i) there is no pending, or to the Knowledge of the Seller, threatened, appropriation, condemnation or like Proceeding affecting the Warranted Leased Real Property or any part thereof; and (ii) no Acquired Company has received written notice that is in violation of any applicable zoning law, regulation or other applicable Law, related to or affecting the Warranted Leased Real Property. (e) The Warranted Leased Real Property is in good operating condition and repair and is suitable for the conduct of the Acquired Companies’ business as presently conducted therein, except where the failure of the property to be in good operating condition would not have a Material Adverse Effect. (f) No Person other than an Acquired Company is in possession of the Warranted Leased Real Property or any portion thereof, and there are no leases, licenses, subleases, concessions or other Contracts, written or oral, granting to any other Person the right to use or occupy the Warranted Leased Real Property or any portion thereof.

Leased Real Property. To the Knowledge of Seller, true and correct copies of all leases and licenses (aeach a “Material Real Property Lease”) Section 3.10 of the Seller Disclosure Schedule sets forth an accurate and complete description real property (by street address of the subject leased such real property, the date and term of the lease, the name of the parties thereto and the aggregate annual rent payable thereunder) of all real property that is leased by any Acquired Company (the “Leased Real Property”). The Seller has ) pursuant to which Seller, with respect to the Business, or a Company Entity, is a lessee or licensee as of the Execution Date have been made available to the Purchaser complete copies of the leases in effect as of the date hereof relating Buyer prior to the Leased Real Property (the “Real Property Leases”) Execution Date, together with all amendments and there has not been any sublease or assignment modifications thereto entered into by any Acquired Company prior to the Execution Date and a list of which is included in respect of the leases relating to such Leased Real Property. No Acquired Company is in default of any material provision of any lease of any of the Leased Real Property. (b) Each applicable Acquired Company has peaceful, undisturbed and exclusive possession of the Leased Real Property at Section 3.10(b3.8(b)(i) of the Seller Disclosure Schedule Schedule. Each Material Real Property Lease is (or, when transferred in accordance with its terms and subject to any conditions set forth therein, will be) valid and binding on the “Warranted Leased Company Entity party thereto, enforceable in accordance with its terms (subject to proper authorization and execution of such Material Real Property”Property Lease by the other party thereto and subject to the Remedies Exception), and no Acquired Company has assigned (collaterally or otherwise) or granted any other security interest in the Warranted Real Property Leases or any interest therein, and there are no Liens on the estate or interest created by the Warranted Real Property Leases. The full amount of security deposit required under each lease of Warranted Leased Real Property, if any, is on deposit thereunder. (c) The use of the Warranted Leased Real Property, or any portion thereof, and the improvements erected thereon, do not violate or conflict in any material respect with (i) any Law, Permit, covenants, conditions or restrictions applicable thereto; or (ii) the terms and provisions of any Contract relating thereto. (d) Except in any case that would not reasonably be expected to be material to the business of the Acquired Companies, take except as a whole, (i) there is no pending, or to the Knowledge of the Seller, threatened, appropriation, condemnation or like Proceeding affecting the Warranted Leased Real Property or any part thereof; and (ii) no Acquired Company has received written notice that is in violation of any applicable zoning law, regulation or other applicable Law, related to or affecting the Warranted Leased Real Property. (e) The Warranted Leased Real Property is in good operating condition and repair and is suitable for the conduct of the Acquired Companies’ business as presently conducted therein, except where the failure of the property to be in good operating condition would not have a Material Adverse Effect. . Each Company Entity has (for, when a Material Real Property Lease is transferred in accordance with its terms and subject to any conditions set forth therein, will have) No Person other than an Acquired Company is a valid leasehold relating to the Leased Real Property, free and clear of all Liens, except for Permitted Liens. Except as disclosed in possession Section 3.8(b)(ii) of the Warranted Seller Disclosure Schedule, to the Knowledge of Seller, no Company Entity has received a written notice of default under any Material Real Property Lease beyond the expiration of applicable notice and cure periods. Seller has complied in all material respects with the terms of all applicable leases of the Leased Real Property or any portion thereofand all such leases are in full force and effect, and there are no leasesenforceable in accordance with their terms against Seller and, licensesto the Knowledge of Seller, subleases, concessions or other Contracts, written or oral, granting to any other Person the right to use or occupy the Warranted Leased Real Property or any portion thereofcounterparties thereto.

Leased Real Property. (a) Section 3.10 of the Seller Disclosure Schedule sets forth an accurate and complete description (by street address of the subject leased real property, the date and term of the lease, the name of the parties thereto and the aggregate annual rent payable thereunder3.6(a) contains a list of all material real property that is leased by any Acquired Company Gift Entity (the “Leased Real Property”)) in connection with the operation of the Gift Business, including the identification of the lessee. The Seller has made available to the Purchaser complete copies Buyer a copy of the leases in effect as of the date hereof relating each Lease pertaining to the Leased Real Property (the “Real Property Leases”) and there has not been any sublease or assignment entered into by any Acquired Company in respect of the leases relating to such Leased Real Property. No Acquired Company is in default of any material provision of any lease of any of the Leased Real Property. The Gift Entities do not own any real property. (b) Each applicable Acquired Company has peacefulAssuming good title in the landlord, undisturbed and exclusive possession of the Gift Entity listed as “lessee” on Schedule 3.6(a) with respect to a particular Leased Real Property at Section 3.10(b) of the Seller Disclosure Schedule (the “Warranted Leased Real Property”), and no Acquired Company has assigned (collaterally or otherwise) or granted any other security holds a valid leasehold interest in the Warranted Real Property Leases or any interest therein, and there are no Liens on the estate or interest created by the Warranted Real Property Leases. The full amount of security deposit required under each lease of Warranted such Leased Real Property, if anyin each case free and clear of all Encumbrances other than those created under the Gift Loan Documents, those set forth on Schedule 3.6(b) and Permitted Encumbrances. No representation or warranty is on deposit thereundermade herein regarding the status of the fee title (and any matters pertaining to such fee title) of any Leased Real Property; it being understood and agreed that the provisions of this Section 3.6, as they relate to the Leased Real Property, pertain only to the leasehold interest of the applicable Gift Entity. The Leased Real Property constitutes all of the material real property currently used or occupied by the Gift Entities in connection with the operation of the Gift Business. (c) The use of With respect to the Warranted Leased Real Property, or any portion thereof, and the improvements erected thereon, do not violate or conflict in any material respect with except as reflected on Schedule 3.6(c): (i) any LawThe applicable Gift Entity listed on Schedule 3.6(a) is in exclusive possession thereof and of all easements, Permit, covenants, conditions licenses or restrictions rights required by applicable thereto; or Legal Requirements for use and occupancy as are necessary and material to the conduct of the Gift Business thereon as currently conducted by such Gift Entity; (ii) the terms and provisions of any Contract relating thereto. (d) Except in any case that would not reasonably be expected to be material to the business of the Acquired Companies, take as a whole, (i) there is no pending, or to To the Knowledge of the Seller, threatened, appropriation, condemnation or like Proceeding affecting no portion of the Warranted Leased Real Property or any part thereof; and (ii) no Acquired Company has received written notice that is in violation of any applicable zoning law, regulation or other applicable Law, related to or affecting the Warranted Leased Real Property. (e) The Warranted Leased Real Property is in good operating condition and repair and subject to any pending condemnation proceeding or other proceeding by any Governmental Body the outcome of which is suitable for the conduct of the Acquired Companies’ business as presently conducted therein, except where the failure of the property likely to be in good operating condition would not have a Material Adverse Effect.materially adverse to the operations conducted thereon; (fiii) No Person other than an Acquired Company Gift Entity is in possession of the Warranted Leased Real Property a lessor under, or otherwise a party to, any portion thereof, and there are no leases, licenses, subleases, concessions or other Contracts, written or oral, granting Contract where such Gift Entity has granted to any other Person the right to use or occupy all or any portion of the Warranted Leased Real Property; and (iv) All material real estate Taxes due and payable with respect to any Leased Real Property or for which any portion thereofGift Entity is responsible have been paid in full.

Leased Real Property. (aSection 3.18(b) Section 3.10 of the Seller Company Disclosure Schedule Schedules sets forth an accurate a true and complete description list (by including street address of the subject leased real property, the date and term of the lease, the name of the parties thereto and the aggregate annual rent payable thereunderaddresses) of all real property that is leased and improvements located thereon leased, licensed, subleased, sublicensed, or otherwise used or occupied, or permitted to be used or occupied, by any Acquired Company of the Group Companies (the “Leased Real Property”). The Seller has made available ) and all Real Property Leases (and the name and date of the parties to each of the parties to the Purchaser complete copies of the leases in effect Real Property Leases) pursuant to which any Group Company is a tenant, licensee, subtenant, sublicensee, or other occupant as of the date hereof relating of this Agreement. True and complete copies of all such Real Property Leases have been made available to SilverBox. Each Real Property Lease is in full force and 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 Leased Real Property Company’s knowledge, 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). Except as set forth in Section 3.18(b) of the Company Disclosure Schedules, (i) the transactions contemplated by this Agreement will not require the consent of any party to any Real Property Leases”) and there has , will not been result in a breach of or default under any sublease or assignment entered into by any Acquired Company in respect of the leases relating to such Leased Real Property. No Acquired Company is in default of any material provision of any lease of any of the Leased Real Property. (b) Each applicable Acquired Company has peaceful, undisturbed and exclusive possession of the Leased Real Property at Section 3.10(b) of the Seller Disclosure Schedule (the “Warranted Leased Real Property”), and no Acquired Company has assigned (collaterally or otherwise) or granted any other security interest in the Warranted Real Property Leases or any interest therein, and there are no Liens on otherwise cause the estate or interest created by the Warranted Real Property Leases. The Leases to (A) no longer be in full amount force and effect or (B) cease to be the valid, legal and binding obligation of security deposit required under each lease of Warranted Leased Real Property, if any, is on deposit thereunder. (c) The use of the Warranted Leased Real Propertyapplicable 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 any portion thereofother Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), and the improvements erected thereon, do not violate or conflict in any material respect with (i) any Law, Permit, covenants, conditions or restrictions applicable thereto; or (ii) the terms quiet possession and provisions enjoyment of any Contract relating thereto. (d) Except in any case that would each applicable Group Company to its respective Leased Real Property has not reasonably be expected to be material to the business of the Acquired Companies, take as a wholebeen disturbed, (iiii) there is no pendingdispute, breach or default by any Group Company or, to the Company’s knowledge, 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 dispute, breach or default thereunder, or would permit termination of, or a modification or acceleration thereof by any party to the Knowledge of the Seller, threatened, appropriation, condemnation or like Proceeding affecting the Warranted Leased such Real Property or any part thereof; and Leases, (iiiv) no Acquired security deposit or portion thereof deposited with respect such Real Property Lease has been 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 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 received written notice that is in violation of leased, subleased, licensed, sublicensed, or otherwise granted any applicable zoning law, regulation Person the right to use or other applicable Law, related to or affecting the Warranted Leased Real Property. (e) The Warranted Leased Real Property is in good operating condition and repair and is suitable for the conduct of the Acquired Companies’ business as presently conducted therein, except where the failure of the property to be in good operating condition would not have a Material Adverse Effect. (f) No Person other than an Acquired Company is in possession of the Warranted 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 leasesfacts or conditions affecting any of the furniture, licensesfixtures and equipment located in or upon the Leased Real Property which would, subleasesindividually or in the aggregate, concessions or other Contracts, written or oral, granting to interfere in any other Person material respect with the right to use or occupy occupancy of the Warranted Leased Real Property or any portion thereof in the operation of the Business or the value thereof; (x) all rent and additional rent, including operating expenses, property taxes and pass throughs and any other monetary obligations, are current; and (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.

Leased Real Property. (a) Section 3.10 Neither Seller nor any Subsidiary thereof owns any Real Property with respect to the Business. (b) SCHEDULE 1.1(a) contains a true and correct list of each parcel of Leased Real Property used in or in connection with the Business. A true and correct copy of each Assigned Real Property Lease has been provided to Purchaser. Seller is the lessee under each of the Assigned Real Property Leases. Each Assigned Real Property Lease is legal, valid, binding, in full force and effect and enforceable against each party thereto. Seller Disclosure Schedule sets forth has no Knowledge of an accurate existing Default by it or any other party to such Assigned Real Property Leases. Each Assigned Real Property Lease grants the tenant under the Assigned Real Property Lease the exclusive right to use and complete description (by street address of occupy the subject leased real property, Leased Real Property thereunder. Seller enjoys peaceful and undisturbed possession under its respective Assigned Real Property Leases for the date and term of the lease, the name of the parties thereto and the aggregate annual rent payable thereunder) of all real property that is leased by any Acquired Company (the “Leased Real Property”. Except for Permitted Encumbrances or as described in SCHEDULE 5.10(b), Seller's interest in the Assigned Real Property Leases is free and clear of any Liens other than Permitted Encumbrances, and is not subject to any deeds of trust, assignments, subleases, or rights of any Third Parties known to or created or permitted by Seller other than the lessor thereof or any mortgagees of such lessors. The assignment of any of Seller's rights in and to the Assigned Real Property Leases to Purchaser will not cause a Default under any Assigned Real Property Leases, except for those leases identified on SCHEDULE 5.2 as requiring Consents. (c) All improvements on the Leased Real Property conform to all applicable state and local Laws or use restrictions, and the property is zoned for the various purposes for which such Leased Real Property and improvements thereon are presently being used. (d) Seller has made available received no written notice and has no Knowledge of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Real Property. Seller has received no written or oral notice of any material unscheduled increase in the rent or other amounts payable in respect of any Assigned Real Property Lease, whether as a result of the transactions contemplated by this Agreement or otherwise. (e) There is no private restrictive covenant or governmental use restriction (including zoning) on all or any portion of the Leased Real Property which prohibits the current use of the Leased Real Property. Seller has all easements, rights-of-way, and similar authorizations required for the use of the Leased Real Property as heretofore conducted, except to the Purchaser complete copies extent that the failure to have such easements, rights of way or similar authorizations would not, individually or in the aggregate, have a material adverse effect on the value or use of the leases applicable parcel of Leased Real Property. (f) There is no material violation of any covenant, condition, restriction, easement or agreement or order of any Regulatory Authority that affects in effect as any material respect the Leased Real Property or the ownership, operation, use or occupancy thereof. All licenses, permits and approvals required for the occupancy and operation of the date hereof relating to the Leased Real Property (the “Real Property Leases”with appurtenant parking uses) as presently being used have been obtained and there are in full force and effect and Seller has not been any sublease or assignment entered into by any Acquired Company received no written notices of violations in respect of the leases relating to connection with such Leased Real Propertyitems. No Acquired Company is in default of any material provision of any lease of damage or destruction has occurred with respect to any of the Leased Real Property. (bg) Each applicable Acquired Company has peaceful, undisturbed and exclusive Seller does not have in its possession any studies or reports which indicate any defects in the design or construction of any of the improvements on the Leased Real Property at Section 3.10(b) of the Seller Disclosure Schedule (the “Warranted Leased Real Property”), and no Acquired Company has assigned (collaterally or otherwise) or granted any other security interest included in the Warranted Real Property Leases or any interest therein, and there are no Liens on the estate or interest created by the Warranted Assigned Real Property Leases. The full amount of security deposit required under each lease of Warranted Leased Real Property, if any, is on deposit thereunder. (ch) The use No Person has any right, option, right of first refusal or any other Contract, whether oral or written, with respect to the Warranted Leased Real Propertypurchase, assignment or transfer of all or any portion thereof, and the improvements erected thereon, do not violate or conflict in any material respect with (i) any Law, Permit, covenants, conditions or restrictions applicable thereto; or (ii) the terms and provisions of any Contract relating thereto. (d) Except in any case that would not reasonably be expected to be material to the business of the Acquired Companies, take as a whole, (i) there is no pending, or to the Knowledge of the Seller, threatened, appropriation, condemnation or like Proceeding affecting the Warranted Leased Real Property or any part thereof; and (ii) no Acquired Company has received written notice that is in violation of any applicable zoning law, regulation or other applicable Law, related to or affecting the Warranted Leased Real Property. (ei) The Warranted Leased Real Property is in good operating condition and repair and is suitable not subject to or affected by any special assessment for the conduct public improvements or otherwise, whether or not a Lien presently exists upon such Leased Real Property. Seller has not made any commitment to any Regulatory Authority, utility company, school board, church or other religious body, homeowner or homeowner's association or any other organization, group or individual relating to any of the Acquired Companies’ business Leased Real Property which would impose an obligation upon Seller or its successors or assigns to make any contributions or dedications of money or land, or to construct, install or maintain any improvements of a public or private nature as presently conducted thereinpart of such Leased Real Property. No Regulatory Authority has imposed any requirement that Seller pay, except where directly or indirectly, any special fees or contributions or incur any expenses or obligations in connection with the failure development of the property to be in good operating condition would not have a Material Adverse Effect. (f) No Person other than an Acquired Company is in possession of the Warranted Leased Real Property or any portion thereof, other than any regular and there nondiscriminatory local real estate or school Taxes assessed against such Leased Real Property. The parcels comprising the Leased Real Property are no leases, licenses, subleases, concessions or other Contracts, written or oral, granting to separately assessed for Real Property Taxes and are not combined with any other Person real property for Tax assessment purposes. Seller has not received any notice of any contemplated or actual reassessment of the right Leased Real Property included in the Assigned Real Property Leases or any portion thereof for general real estate Tax purposes. As of the date hereof, to use Seller's Knowledge, all due and payable Taxes, water charges and sewer charges affecting the Leased Real Property included in the Assigned Real Property Leases, or occupy any portion thereof have been paid. (j) The parcels comprising the Warranted Leased Real Property constitute separately subdivided, legally distinct parcels of land. Seller has complied in all material respects with all applicable Laws and restrictions pertaining to and affecting such Leased Real Property which relate to such subdivision. (k) There is no Default by Seller nor, to Seller's Knowledge, any other party thereto, under any Liens which may affect the Leased Real Property or any portion thereofthereof which are to be performed or complied with by the owner of such Leased Real Property, and no condition or circumstance exists which, would constitute a Default by Seller nor, to Seller's knowledge, any other party thereto, under any such Liens.

Leased Real Property. (a) Section 3.10 The Company does not currently own any real property, nor has the Company owned any real property since January 8, 2016. The Company does not hold any options or rights to acquire any real property nor is the Company obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell, lease or purchase any real property (other than the Seller Disclosure Leased Real Property). (b) Schedule sets forth an accurate and complete description 3.11(b) identifies (by i) the street address of each parcel of Leased Real Property, and (ii) the subject leased real property, the date and term identification of the lease, 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 for each parcel of Leased Real Property (collectively, the name of the parties thereto “Leases”), and the aggregate annual rent payable thereunder) identification of all real property that is leased by any Acquired Company (subleases, overleases, occupancy agreements and other ancillary agreements or documents pertaining to the “tenancy at each such parcel of 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 Leased Real Property (collectively the “Ancillary Lease Documents”). (c) The Leases and the Ancillary Lease Documents are valid, binding, enforceable and in full force and effect and have not been modified or amended except as disclosed on Schedule 3.11(b). The Seller Leases and the Ancillary Lease Documents constitute all of and the only agreements under which the Company holds leasehold or sub-leasehold interests in any real property. The Company has made available delivered to Buyer full, complete and accurate copies of each of the Leases and all Ancillary Lease Documents described in Schedule 3.11(b). (d) With respect to each of the Leases identified on Schedule 3.11(b), except as set forth on Schedule 3.11(d): (i) the Lease and all Ancillary Lease Documents shall continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (ii) neither the Company, nor, to the Purchaser complete copies knowledge of the leases Company, any other party to any Leases or Ancillary Lease Documents is in effect as breach or default, and, to the knowledge of the date hereof relating to Company, 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 the Leases or any Ancillary Lease Documents; (iii) the rent set forth in each Lease of the Leased Real Property is the actual rent being paid, and there are no separate agreements or understandings with respect to the same; and (iv) 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) Except as otherwise set forth in Schedule 3.11(e), the Company has not made any improvements or construction of a value in excess of $5,000 in the aggregate made to or constructed on any Leased Real Property Leases”within the applicable period for the filing of mechanics’ liens. (f) and there The Company has not been any sublease or assignment entered into by any Acquired Company in respect of Contract for the leases relating to such Leased Real Property. No Acquired Company is in default of any material provision of any lease of any assignment or other transfer of the Leased Real Property. (b) Each applicable Acquired Company has peaceful, undisturbed and exclusive possession of the Leased Real Property at Section 3.10(b) of the Seller Disclosure Schedule (the “Warranted Leased Real Property”), and no Acquired Company has assigned (collaterally or otherwise) or granted any other security interest in the Warranted Real Property Leases or any interest therein, and there are no Liens on the estate or interest created by the Warranted Real Property Leases. The full amount of security deposit required under each lease of Warranted Leased Real Property, if any, is on deposit thereunder. (c) The use of the Warranted Leased Real Property, or any portion thereof, and the improvements erected thereon, do not violate or conflict in any material respect with (i) any Law, Permit, covenants, conditions or restrictions applicable thereto; or (ii) the terms and provisions of any Contract relating thereto. (d) Except in any case that would not reasonably be expected to be material to the business of the Acquired Companies, take as a whole, (i) there is no pending, or to the Knowledge of the Seller, threatened, appropriation, condemnation or like Proceeding affecting the Warranted Leased Real Property or any part thereof; and (ii) no Acquired Company has received written notice that is in violation of any applicable zoning law, regulation or other applicable Law, related to or affecting the Warranted Leased Real Property. (e) The Warranted Leased Real Property is in good operating condition and repair and is suitable for the conduct of the Acquired Companies’ business as presently conducted therein, except where the failure of the property to be in good operating condition would not have a Material Adverse Effect. (f) No Person other than an Acquired Company is in possession of the Warranted Leased Real Property or any portion thereof, and there are no leases, licenses, subleases, concessions or other Contracts, written or oral, granting to any other Person the right to use or occupy the Warranted Leased Real Property or any portion thereof.

Leased Real Property. (a) Section 3.10 of the Seller Disclosure Schedule sets forth an accurate and complete description (by street address of the subject leased real property5.7(a) lists, the date and term of the lease, the name of the parties thereto and the aggregate annual rent payable thereunder) of all real property that is leased by any Acquired Company (the “Leased Real Property”). The Seller has made available to the Purchaser complete copies of the leases in effect as of the date hereof relating to of this Agreement, the street address of each parcel of Leased Real Property (and the “Real Property Leases”) and there has not been any sublease or assignment entered into by any Acquired Company in respect identity of the leases relating to lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property. No Acquired Company real property other than the Owned Real Property and the Leased Real Property is used by the Sellers in the Business as currently conducted. The Sellers have a valid leasehold interest in the Leased Real Property free and clear of all liens, claims, charges, options, rights of tenants, security interest and mortgages, other than Permitted Encumbrances. Each of the leases on Schedule 5.7(b) is in default full force and effect and constitutes a legal, valid and binding obligation of the applicable Seller, enforceable in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and by general principles of equity, and, to the Knowledge of the Sellers, there is not a default, arrearage or unpaid obligation, including taxes, common area charges or the like which is due and owing with respect to such leases beyond any material provision applicable grace period. To the Knowledge of any lease of any of the Sellers, no proceeding has been instituted against a Seller to evict or remove a Seller from the Leased Real Property. (b) Each applicable Acquired Company has peaceful, undisturbed Schedule 5.7(b) sets forth a true and exclusive possession complete list of all leases and subleases relating to the Leased Real Property at Section 3.10(b) and any and all ancillary documents pertaining thereto (including all amendments, modifications, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of the Seller Disclosure lease, options, rights of expansion, extension, first refusal and first offer and evidence of commencement dates and expiration dates). With respect to each of such leases and subleases, except as otherwise set forth on Schedule (the “Warranted Leased Real Property”5.7(b), and no Acquired Company Seller has assigned exercised or given any notice of exercise, nor has any lessor or landlord exercised or received any notice of exercise of, any option, right of first offer or right of first refusal contained in any such lease or sublease, including, without limitation, any such option or right pertaining to purchase, expansion, renewal, extension or relocation (collaterally or otherwise) or granted any other security interest in the Warranted Real Property Leases or any interest thereincollectively, and there are no Liens on the estate or interest created by the Warranted Real Property Leases. The full amount of security deposit required under each lease of Warranted Leased Real Property, if any, is on deposit thereunder"Options"). (c) The use rental payment set forth in each lease or sublease of the Warranted Leased Real Property, or any portion thereof, and the improvements erected thereon, do not violate or conflict in any material respect with (i) any Law, Permit, covenants, conditions or restrictions applicable thereto; or (ii) the terms and provisions of any Contract relating thereto. (d) Except in any case that would not reasonably be expected to be material to the business of the Acquired Companies, take as a whole, (i) there is no pending, or to the Knowledge of the Seller, threatened, appropriation, condemnation or like Proceeding affecting the Warranted Leased Real Property or any part thereof; and (ii) no Acquired Company has received written notice that is in violation of any applicable zoning law, regulation or other applicable Law, related to or affecting the Warranted Leased Real Property. (e) The Warranted Leased Real Property is in good operating condition and repair and is suitable for the conduct of the Acquired Companies’ business as presently conducted therein, except where the failure of the property to be in good operating condition would not have a Material Adverse Effect. (f) No Person other than an Acquired Company is in possession of the Warranted Leased Real Property or any portion thereofactual rent being paid, and there are no leases, licenses, subleases, concessions separate agreements or other Contracts, written or oral, granting understandings with respect to any other Person the same. Each Seller has the full right to use or occupy exercise its respective Options contained in the Warranted respective leases and subleases pertaining to the Leased Real Property or any portion thereofon the terms and conditions contained therein and upon due exercise would be entitled to enjoy the full benefit of such Options with respect thereto.

Leased Real Property. (a) Section 3.10 of the Seller Disclosure Schedule 3.12.2 sets forth an accurate the address of each parcel of Leased Real Property, and a true and complete description list of all Leases for each such Leased Real Property (by street address of the subject leased real property, including the date and term of the lease, the name of the parties thereto and the aggregate annual rent payable thereunderto such Lease document) of all real property that is leased by any Acquired Company (the “Leased Real Property”). The Seller has made available to the Purchaser complete copies of the leases in effect as of the date hereof relating to the Leased Real Property (the “Real Property Leases”) ). Seller has delivered to Purchaser a true and there has not been complete copy of each Real Property Lease, and in the case of any sublease or assignment entered into by any Acquired Company in respect oral lease, a written summary of the leases relating material terms of such lease. With respect to each of such Leased Real Property. No Acquired Company leases: 3.12.2.1 such lease is legal, valid, binding, enforceable and in default of any material provision of any lease of any of the Leased Real Property.full force and effect; (b) Each applicable Acquired Company has peaceful, undisturbed 3.12.2.2 Seller’s possession and exclusive possession quiet enjoyment of the Leased Real Property at Section 3.10(b) of the Seller Disclosure Schedule (the “Warranted Leased Real Property”), and no Acquired Company has assigned (collaterally or otherwise) or granted any other security interest in the Warranted under such Real Property Leases or any interest therein, Lease has not been disturbed and there are no Liens on the estate or interest created by the Warranted disputes with respect to such Real Property Leases. The full amount Lease; 3.12.2.3 neither Seller nor, to Seller’s Knowledge, any other party to the Real Property Lease is in breach or default under such Real Property Lease, and to Seller’s Knowledge no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Real Property Lease; 3.12.2.4 no security deposit required or portion thereof deposited with respect to any Real Property Lease has been applied in respect of a breach or default under each lease of Warranted Leased Real Property, if any, Property Leases which has not been re-deposited in full; 3.12.2.5 Seller does not owe any brokerage commissions or finder’s fees with respect to any Real Property Lease; 3.12.2.6 the other party to any Real Property Lease is on deposit thereunder. (c) The use of the Warranted Leased Real Property, or any portion thereof, and the improvements erected thereon, do not violate or conflict in any material respect with (i) any Law, Permit, covenants, conditions or restrictions applicable thereto; or (ii) the terms and provisions of any Contract relating thereto. (d) Except in any case that would not reasonably be expected to be material to the business of the Acquired Companies, take as a whole, (i) there is no pending, or to the Knowledge an Affiliate of the Seller; 3.12.2.7 the Seller has not subleased, threatened, appropriation, condemnation licensed or like Proceeding affecting otherwise granted any Person the Warranted Leased Real Property right to use or occupy any part thereof; and (ii) no Acquired Company has received written notice that is in violation of any applicable zoning law, regulation or other applicable Law, related to or affecting the Warranted Leased Real Property. (e) The Warranted Leased Real Property is in good operating condition and repair and is suitable for the conduct of the Acquired Companies’ business as presently conducted therein, except where the failure of the property to be in good operating condition would not have a Material Adverse Effect. (f) No Person other than an Acquired Company is in possession of the Warranted Leased Real Property or any portion thereof, and ; 3.12.2.8 there are no leases, licenses, subleases, concessions presently effective collateral assignments by Seller or other Contracts, written or oral, granting to grants by Seller of any other Person the right to use or occupy the Warranted Leased Lien in any Real Property Lease or any portion thereofinterest therein; and Columbia 923192 v7 3.12.2.9 there are no Liens on the Seller’s estate or interest created by any Real Property Lease.

Leased Real Property. (aThe Leased Real Property described on Section 3.17(b) Section 3.10 of the Seller Disclosure Schedule sets forth an accurate and complete description (by street address constitutes all of the subject real property leased real propertyby the Company and its Subsidiaries. Except as set forth on Section 3.17(b) of the Disclosure Schedule, the date and term of the lease, the name of the parties thereto and the aggregate annual rent payable thereunder) of all real property that is leased by any Acquired Company (the “Leased Real Property”)Property leases are in full force and effect, subject to the application of any bankruptcy or creditor’s rights Laws. The Seller Company has delivered or made available to the Purchaser Buying Group complete and accurate copies of each of the leases in effect as described on Section 3.17(b) of the date hereof Disclosure Schedule, and none of the leases has been modified in any respect, except to the extent that such modifications are disclosed by the copies delivered or made available to the Buying Group. Neither the Company nor any Subsidiary is in default under any of such leases nor has the Company or any Subsidiary received any notices of default from the lessor or landlord under the leases for the Leased Real Property. Except as set forth on Section 3.17(b) of the Disclosure Schedule, with respect to each Leased Real Property: (i) the Company has received no notice of any pending or contemplated, and to the Company’s Knowledge there are no threatened, condemnation proceedings relating to the Company, the leases or the Leased Real Property; (ii) the use, occupancy and operation of the Leased Real Property in the conduct of the Business does not violate any applicable Laws or instruments of record or any covenants, conditions or agreements affecting the Leased Real Property; (iii) to the Company’s Knowledge, the Leased Real Property is in material compliance with all applicable building, zoning, subdivision or other Laws governing the use, occupancy and operation of the Leased Real Property and all applicable permits, certificates, consents and approvals for the use, occupancy and operation of the Leased Real Property have been issued to the Company by the appropriate Governmental Authority and all such permits, certificates, consents and approvals are valid and in full force and effect; and (iv) neither the Company, nor, to its Knowledge, any third party has released any hazardous substances or other wastes or substances in, on, under, from or about the Leased Real Property and neither the Company, nor, to its Knowledge, any third party used or conducted operations or engaged in activities on the Leased Real Property (except in accordance with applicable Laws) involving the “Real Property Leases”) and there has not been any sublease use, generation, manufacture, storage or assignment entered into by any Acquired Company in respect of the leases relating to such Leased Real Property. No Acquired Company is in default treatment of any material provision of any lease of any of the Leased Real Propertyhazardous substances. (b) Each applicable Acquired Company has peaceful, undisturbed and exclusive possession of the Leased Real Property at Section 3.10(b) of the Seller Disclosure Schedule (the “Warranted Leased Real Property”), and no Acquired Company has assigned (collaterally or otherwise) or granted any other security interest in the Warranted Real Property Leases or any interest therein, and there are no Liens on the estate or interest created by the Warranted Real Property Leases. The full amount of security deposit required under each lease of Warranted Leased Real Property, if any, is on deposit thereunder. (c) The use of the Warranted Leased Real Property, or any portion thereof, and the improvements erected thereon, do not violate or conflict in any material respect with (i) any Law, Permit, covenants, conditions or restrictions applicable thereto; or (ii) the terms and provisions of any Contract relating thereto. (d) Except in any case that would not reasonably be expected to be material to the business of the Acquired Companies, take as a whole, (i) there is no pending, or to the Knowledge of the Seller, threatened, appropriation, condemnation or like Proceeding affecting the Warranted Leased Real Property or any part thereof; and (ii) no Acquired Company has received written notice that is in violation of any applicable zoning law, regulation or other applicable Law, related to or affecting the Warranted Leased Real Property. (e) The Warranted Leased Real Property is in good operating condition and repair and is suitable for the conduct of the Acquired Companies’ business as presently conducted therein, except where the failure of the property to be in good operating condition would not have a Material Adverse Effect. (f) No Person other than an Acquired Company is in possession of the Warranted Leased Real Property or any portion thereof, and there are no leases, licenses, subleases, concessions or other Contracts, written or oral, granting to any other Person the right to use or occupy the Warranted Leased Real Property or any portion thereof.

Leased Real Property. (aSchedule 2.10(b) Section 3.10 lists all leases, subleases or other occupancies to which a Transferred Company or any of the Seller Disclosure Schedule sets forth an accurate and complete description (by street address of the subject leased real property, the date and term of the lease, the name of the parties thereto and the aggregate annual rent payable thereunder) of all its Subsidiaries is a party as tenant for real property that is leased by any Acquired Company (the “Leased Real Property”). The Seller has made available to the Purchaser complete copies of the leases in effect as of the date hereof relating to the Leased Real Property (the “Real Property Leases”). Except as set forth on Schedule 2.10(b), (i) a Transferred Company or one of its Subsidiaries has valid leasehold title to each real property subject to a Real Property Lease, free and there has not been clear of all Liens, other than Permitted Liens, (ii) each Real Property Lease under which a Transferred Company or any sublease of its Subsidiaries leases, subleases or assignment entered into otherwise occupies any real property is valid, binding and in full force and effect (except (x) to the extent that enforceability may be limited by any Acquired Company in respect applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and (y) that the availability of equitable remedies, including specific performance, is subject to the discretion of the leases relating court before which any proceeding thereof may be brought), (iii) neither the applicable Transferred Company nor any of its Subsidiaries has violated in any material respect any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a material default under the provisions of such Leased Real Property. No Acquired Company Property Lease, and, to the Knowledge of the Sellers, no other party to any Real Property Lease is in material violation of or default of any material provision of any lease of under any of the Leased Real Property. (b) Each applicable Acquired Company has peaceful, undisturbed and exclusive possession of the Leased Real Property at Section 3.10(b) of the Seller Disclosure Schedule (the “Warranted Leased Real Property”), and no Acquired Company has assigned (collaterally or otherwise) or granted any other security interest in the Warranted Real Property Leases and (iv) no party to any Real Property Lease has threatened (in writing or, to the Knowledge of the Sellers, orally) to cancel or not renew such Real Property Lease. There is no pending, or, to the Knowledge of the Sellers, threatened, eminent domain, condemnation or similar proceeding affecting any interest therein, and there are no Liens on real property subject to the estate or interest created by the Warranted Real Property Leases. The full amount Sellers have made available to Buyer copies of security deposit required under each lease of Warranted Leased Real Property, if any, is on deposit thereunder. (c) The use all of the Warranted Leased Real Property, or any portion thereof, Property Leases and the improvements erected thereon, do not violate or conflict in any material respect with (i) any Law, Permit, covenants, conditions or restrictions applicable thereto; or (ii) the terms and provisions of any Contract relating supplemental agreements thereto. (d) Except in any case that would not reasonably be expected to be material to the business of the Acquired Companies, take as a whole, (i) there is no pending, or to the Knowledge of the Seller, threatened, appropriation, condemnation or like Proceeding affecting the Warranted Leased Real Property or any part thereof; and (ii) no Acquired Company has received written notice that is in violation of any applicable zoning law, regulation or other applicable Law, related to or affecting the Warranted Leased Real Property. (e) The Warranted Leased Real Property is in good operating condition and repair and is suitable for the conduct of the Acquired Companies’ business as presently conducted therein, except where the failure of the property to be in good operating condition would not have a Material Adverse Effect. (f) No Person other than an Acquired Company is in possession of the Warranted Leased Real Property or any portion thereof, and there are no leases, licenses, subleases, concessions or other Contracts, written or oral, granting to any other Person the right to use or occupy the Warranted Leased Real Property or any portion thereof.

Leased Real Property. (a) Section 3.10 of the Seller Disclosure neither owns nor has Seller ever owned any real property. (b) Schedule sets forth an accurate and complete description (4.22 identifies by street address of the subject leased real property, the date and term of the lease, the name of the parties thereto and the aggregate annual rent payable thereunder) of all real property that is leased or subleased by any Acquired Company Seller (the “Leased Real Property”). The Seller has made available to the Purchaser complete copies of the leases in effect as of the date hereof relating to the All Leased Real Property (the “Real Property Leases”) is leased to Seller pursuant to written leases, complete and there accurate copies of which have been previously delivered to Purchaser, and all such written leases are valid, binding and in full force and effect. Seller has not been subleased any sublease or assignment entered into by any Acquired Company in respect of the leases relating to such Leased Real Property. No Acquired Company is in default of any material provision of any lease of any of the Leased Real Property. (b) Each applicable Acquired Company has peaceful, undisturbed and exclusive possession of the The Leased Real Property at Section 3.10(b) is not subject to any leases or tenancies of the Seller Disclosure Schedule (the “Warranted any kind, except for Seller’s leases. The Leased Real Property”), Property constitutes all real property and no Acquired Company has assigned (collaterally or otherwise) or granted any other security interest in the Warranted Real Property Leases or any interest therein, and there are no Liens on the estate or interest created improvements leased by the Warranted Real Property Leases. The full amount of security deposit required under each lease of Warranted Leased Real Property, if any, is on deposit thereunderSeller. (c) The Leased Real Property is not in possession of any adverse possessors, is used in a manner consistent with and permitted by applicable zoning ordinances and other Laws without special use approvals or permits, is served by all water, sewer, electrical, telephone, drainage and other utilities required for normal operations of the Warranted Business, is in good condition and repair, and requires no work or improvements to bring it into compliance with any applicable Law or to repair or maintain the improvements thereon. None of the utility companies serving any of the Leased Real Property, or Property has threatened Seller with any portion thereof, reduction in service. All such utilities are installed and the improvements erected thereon, do not violate or conflict in any material respect with (i) any Law, Permit, covenants, conditions or restrictions applicable thereto; or (ii) the terms and provisions of any Contract relating theretooperating. (d) Except in any case that would not reasonably be expected to be material to the business of the Acquired CompaniesThere are no condemnation or other taking proceedings pending or, take as a whole, (i) there is no pending, or to the Knowledge of the Seller, threatened, appropriation, condemnation or like Proceeding affecting threatened with respect to any portion of the Warranted Leased Real Property or any part thereof; and (ii) no Acquired Company has received written notice that is in violation of any applicable zoning law, regulation or other applicable Law, related to or affecting the Warranted Leased Real Property. . There are no Tax assessments (ein addition to the normal, annual general real estate tax assessment) The Warranted pending or, to the Knowledge of Seller, threatened with respect to any portion of the Leased Real Property is in good operating condition and repair and is suitable for Property. There are no challenges or appeals pending or, to the conduct Knowledge of Seller, threatened regarding the amount of the Acquired Companies’ business as presently conducted thereinreal estate Taxes on, except where or the failure of assessed valuation of, the property to be in good operating condition would not have a Material Adverse Effect. (f) No Person other than an Acquired Company is in possession of the Warranted Leased Real Property or any portion thereofProperty, and there are no leases, licenses, subleases, concessions special arrangements or other Contracts, written or oral, granting to agreements exist with any other Person the right to use or occupy the Warranted Leased Real Property or any portion thereofGovernmental Authority with respect thereto.

Leased Real Property. (a) Section 3.10 of the Seller Disclosure Schedule sets forth an accurate 3.8 contains a true, correct and complete description (by street address of the subject leased real property, the date and term of the lease, the name of the parties thereto and the aggregate annual rent payable thereunder) list of all real property that is leased by any Acquired Company (the “Leased Real Property”)Property Leases, including all amendments, modifications and agreements relating thereto. The Seller has made available to the Purchaser complete copies of the leases in effect Schedule 3.8 also sets forth, as of the date hereof relating to hereof, the Leased Real Property (the “Real Property Leases”) street address, city, county and there has not been any sublease or assignment entered into by any Acquired Company in respect state of the leases relating to such each parcel of Leased Real Property. No Acquired Company is in default of any material provision of any lease of any , together with the identity of the lessor or sublessor of such Leased Real Property. (b) Each applicable Acquired Company Seller has peaceful, undisturbed a valid and exclusive possession of enforceable leasehold interest under the Real Property Lease for each Leased Real Property at Section 3.10(bthat it is the lessee (or sublessee) of the and Seller Disclosure Schedule (the “Warranted Leased Real Property”)has not received any written notice of, and Seller has no Acquired Company has assigned (collaterally Knowledge of, any default or otherwise) event that, with notice or granted lapse of time, or both, would constitute a default under any other security interest in of the Warranted Real Property Leases or any interest therein, and there are no Liens on the estate or interest created by the Warranted Real Property Leases. The full amount of security deposit required under each lease of Warranted Leased Real Property, if any, is on deposit thereunder. (c) The use title, dates, parties and all amendments, modifications or agreements affecting the Leased Real Property are specifically listed on Schedule 3.8, and there are no other leases, amendments, modification or agreements relating to the Leased Real Property and no other real property is used by or part of the Warranted Seller’s operations other than the Leased Real Property, or any portion thereof, Property and the improvements erected thereon, do not violate or conflict in any material respect with (i) any Law, Permit, covenants, conditions or restrictions applicable thereto; or (ii) the terms and provisions of any Contract relating theretoReal Property. (d) Except No other real property is used primarily in any case that would not reasonably be expected to be material to the business operation of the Acquired Companies, take as a whole, (i) there is no pending, or to Business other than the Knowledge of the Seller, threatened, appropriation, condemnation or like Proceeding affecting the Warranted Leased Real Property or any part thereof; and (ii) no Acquired Company has received written notice that is in violation of any applicable zoning law, regulation or other applicable Law, related to or affecting the Warranted Leased Real Property. (e) The Warranted Contemplated Transactions and the documents to be delivered at or before Closing do not require the Consent of any other party relating to the Leased Real Property, will not result in a breach of or default under any Real Property is in good operating condition Lease, will not give rise to any termination or recapture rights, and repair and is suitable for the conduct of the Acquired Companies’ business as presently conducted therein, except where the failure of the property will not otherwise cause such lease to cease to be legal, valid, binding, enforceable and in good operating condition would not have a Material Adverse Effectfull force and effect on identical terms following the Closing. (f) No Person other than an Acquired Company is in Seller’s possession and quiet enjoyment of the Warranted Leased Real Property or any portion thereofunder the Real Property Leases has not been disturbed, and there are no leases, licenses, subleases, concessions or disputes with respect to Leased Real Property. (g) Neither Seller nor any other Contracts, written or oral, granting party to any other Person lease is in breach or default under such lease, and no event has occurred or circumstance exists which, with the right delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such lease. No security deposit or portion thereof deposited with respect to use or occupy such lease has been applied which has not been re-deposited in full. (h) The lessors under the Warranted Leased Real Property or Leases are not Related Persons of, and otherwise does not have any portion thereofeconomic interest in, Seller.

Leased Real Property. The Seller leases from third parties the parcels of real estate listed or described on Schedule 1.3(b) (acollectively, the "Leased Real Property") Section 3.10 pursuant to existing real property leases (the "Real Property Leases"). The Buyer hereby agrees to execute an Assignment and Assumption of Lease Agreement and Blanket Guaranty, substantially in the form attached as Exhibit "F" hereto, with respect to each parcel of Leased Real Property, pursuant to which the Buyer will assume all of the Seller's right, title and interest in and to, and will agree to faithfully perform, pay and discharge when due all of the terms, covenants, liabilities and obligations of the Seller Disclosure Schedule sets forth an accurate and complete description (by street address of under the subject leased real property, the date and term of the lease, the name of the parties thereto and the aggregate annual rent payable thereunder) of all real property that is leased by any Acquired Company (the “Leased Real Property”). The Seller has made available to the Purchaser complete copies of the leases in effect as of the date hereof relating to the Leased Real Property (the “Real Property Leases”) and there has not been any sublease or assignment entered into by any Acquired Company in respect of the leases relating Lease related to such Leased Real Property. No Acquired Company is in default of any material provision of any lease of any parcel of the Leased Real Property. (b) Each applicable Acquired Company has peaceful, undisturbed and exclusive possession . The Buyer also agrees to name the Seller as an additional insured with respect to its insurance coverage required to be carried under the terms of the Leased Real Property at Section 3.10(b) of the Seller Disclosure Schedule (the “Warranted Leased Real Property”), and no Acquired Company has assigned (collaterally or otherwise) or granted any other security interest in the Warranted Real Property Leases or any interest therein, and there are no Liens on the estate or interest created by the Warranted Real Property Leases. The full amount of security deposit required under related to each lease of Warranted Leased Real Property, if any, is on deposit thereunder. (c) The use of to indemnify the Warranted Seller from any losses resulting from any contingent liability that Seller may have with respect to the Leased Real Property. The Seller agrees to use reasonable, or any portion thereof, and the improvements erected thereon, do not violate or conflict in any material respect with good-faith efforts to obtain: (i) from each landlord from whom consent to an assignment of a Real Property Lease to the Buyer is required, a consent to such assignment; and (ii) from each landlord, an estoppel certificate with respect to each Real Property Lease. The Seller need not pay any Lawconsideration or incur any incremental liability to obtain either a consent or an estoppel certificate from any landlord. If any required consent to an assignment cannot be obtained prior to Closing, Permitthe Seller may, covenantsat its option, conditions or restrictions applicable thereto; either (i) proceed with the assignment and agree to indemnify the Buyer for any losses suffered by Buyer as a consequence of the lack of consent, or (ii) sublease the terms and provisions of any Contract relating thereto. (d) Except in any case that would not reasonably be expected to be material to the business of the Acquired Companies, take as a whole, (i) there is no pending, or to the Knowledge of the Seller, threatened, appropriation, condemnation or like Proceeding affecting the Warranted affected Leased Real Property to the Buyer, or any part thereof; and (iiiii) no Acquired Company has received written notice that is in violation of any applicable zoning law, regulation enter into a management agreement or other applicable Law, related similar arrangement with the Buyer on terms that are no less favorable to or affecting the Warranted Buyer than those contained in the Real Property Lease covering the affected Leased Real Property. (e) The Warranted Leased Real Property is in good operating condition and repair and is suitable for the conduct of the Acquired Companies’ business as presently conducted therein, except where the failure of the property to be in good operating condition would not have a Material Adverse Effect. (f) No Person other than an Acquired Company is in possession of the Warranted Leased Real Property or any portion thereof, and there are no leases, licenses, subleases, concessions or other Contracts, written or oral, granting to any other Person the right to use or occupy the Warranted Leased Real Property or any portion thereof.

Leased Real Property. (a) Section 3.10 of Seller leases the Seller Disclosure Schedule sets forth an accurate and complete description (by street address of the subject leased real property, the date and term of the lease, the name of the parties thereto and the aggregate annual rent payable thereunder) of all real property that is leased by any Acquired Company (the “"Leased Real Property”") located at 8845 Xxxxxxxx'x Xxxx Xxxxx, Xxxxxxxxxx, Xxxx 00000, xxrsuant to a real property lease dated as of December 31, 1998 with Governor's Hill Properties (the "Real Property Lease"). The Seller A true and complete copy of the Real Property Lease has made available been provided to Buyer. Except as set forth on Schedule 3.9, and to the Purchaser complete copies best of Seller's knowledge, no asbestos, asbestos-containing materials, or PCB compounds have been used in the leases in effect as of the date hereof relating to the Leased Real Property (the “Real Property Leases”) and there has not been construction or repair of, or any sublease alterations or assignment entered into by additions to, or are otherwise located on, any Acquired Company in respect of the leases relating to such Leased Real Property. No Acquired Company is in default of any material provision of any lease of any portion of the Leased Real Property. (b) Each . The Real Property Lease is in full force and effect, valid and enforceable in accordance with its terms, except as such enforceability may be limited by applicable Acquired Company bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization or similar laws in effect which affect the enforcement of creditor's rights generally and by equitable limitations on the availability of specific remedies. The Real Property Lease has peacefulnot been amended or modified except as set forth on Schedule 3.9, undisturbed and exclusive possession there are no agreements, written or oral, between Seller and the owner of the Leased Real Property at Section 3.10(b) of other than the Seller Disclosure Schedule (the “Warranted Leased Real Property”), and no Acquired Company has assigned (collaterally or otherwise) or granted any other security interest in the Warranted Real Property Leases Lease. Seller has not received any notice of any, and, to the best of Seller's knowledge, there exists no, dispute, claim, event of default or any interest therein, and there are no Liens on event which constitutes or would constitute (with notice or lapse of time or both) a default under the estate or interest created by the Warranted Real Property LeasesLease. The full amount of security deposit required under each lease of Warranted Leased Real Property, if any, is on deposit thereunder. (c) The use of the Warranted Leased Real Property, or any portion thereof, All rent and the improvements erected thereon, do not violate or conflict in any material other amounts due and payable with respect with (i) any Law, Permit, covenants, conditions or restrictions applicable thereto; or (ii) the terms and provisions of any Contract relating thereto. (d) Except in any case that would not reasonably be expected to be material to the business Real Property Lease have been paid through the date of the Acquired Companies, take as a whole, (i) there is no pending, or this Agreement and all rent and other amounts due and payable with respect to the Knowledge of the Seller, threatened, appropriation, condemnation or like Proceeding affecting the Warranted Leased Real Property Lease on or any part thereof; and (ii) no Acquired Company has received written notice that is in violation of any applicable zoning law, regulation or other applicable Law, related prior to or affecting the Warranted Leased Real PropertyClosing Date will have been paid prior to the Closing Date. (e) The Warranted Leased Real Property is in good operating condition and repair and is suitable for the conduct of the Acquired Companies’ business as presently conducted therein, except where the failure of the property to be in good operating condition would not have a Material Adverse Effect. (f) No Person other than an Acquired Company is in possession of the Warranted Leased Real Property or any portion thereof, and there are no leases, licenses, subleases, concessions or other Contracts, written or oral, granting to any other Person the right to use or occupy the Warranted Leased Real Property or any portion thereof.

Leased Real Property. The Seller leases from third parties the parcels of real estate listed or described on Schedule 1.3(b) (a) Section 3.10 of the Seller Disclosure Schedule sets forth an accurate and complete description (by street address of the subject leased real propertycollectively, the date and term of the lease, the name of the parties thereto and the aggregate annual rent payable thereunder) of all real property that is leased by any Acquired Company (the “Leased Real Property”). The Seller has made available ) pursuant to the Purchaser complete copies of the existing real property leases in effect as of the date hereof relating to the Leased Real Property (the “Real Property Leases”) ). The Buyer hereby agrees to execute an Assignment and there has not been any sublease or assignment entered into by any Acquired Company Assumption of Lease Agreement and Blanket Guaranty, substantially in the form attached as Exhibit “I” hereto, with respect to each parcel of the leases relating to such Leased Real Property. No Acquired Company is , pursuant to which the Buyer will assume all of Seller’s right, title and interest in default and to, and will agree to faithfully perform, pay and discharge when due all of any material provision the terms, covenants, liabilities and obligations of any lease of any the Seller under, the Real Property Lease related to such parcel of the Leased Real Property. (b) Each applicable Acquired Company has peaceful, undisturbed and exclusive possession . The Buyer also agrees to name the Seller as an additional insured with respect to its insurance coverage required to be carried under the terms of the Real Property Leases related to each Leased Real Property to indemnify the Seller from any losses resulting from any contingent liability that Seller may have with respect to the Leased Real Property at Section 3.10(b) of the Seller Disclosure Schedule (the “Warranted Leased Real Property”), and no Acquired Company has assigned (collaterally or otherwise) or granted any other security interest in the Warranted Real Property Leases or any interest therein, and there are no Liens on the estate or interest created by the Warranted Real Property Leases. The full amount of security deposit required under each lease of Warranted Leased Real PropertySeller agrees to use reasonable, if any, is on deposit thereunder.good-faith efforts to obtain: (c) The use of the Warranted Leased Real Property, or any portion thereof, and the improvements erected thereon, do not violate or conflict in any material respect with (i) from each landlord from whom consent to an assignment of a Real Property Lease to the Buyer is required, a consent to such assignment; and (ii) from each landlord, an estoppel certificate with respect to each Real Property Lease. The Seller need not pay any Lawconsideration or incur any incremental liability to obtain either a consent or an estoppel certificate from any landlord. If any required consent to an assignment cannot be obtained prior to Closing, Permitthe Seller may, covenantsat its option, conditions or restrictions applicable thereto; either (i) proceed with the assignment and agree to indemnify the Buyer for any losses suffered by Buyer as a consequence of the lack of consent, or (ii) sublease the terms and provisions of any Contract relating thereto. (d) Except in any case that would not reasonably be expected to be material to the business of the Acquired Companies, take as a whole, (i) there is no pending, or to the Knowledge of the Seller, threatened, appropriation, condemnation or like Proceeding affecting the Warranted affected Leased Real Property to the Buyer, or any part thereof; and (iiiii) no Acquired Company has received written notice that is in violation of any applicable zoning law, regulation enter into a management agreement or other applicable Law, related similar arrangement with the Buyer on terms that are no less favorable to or affecting the Warranted Buyer than those contained in the Real Property Lease covering the affected Leased Real Property. (e) The Warranted Leased Real Property is in good operating condition and repair and is suitable for the conduct of the Acquired Companies’ business as presently conducted therein, except where the failure of the property to be in good operating condition would not have a Material Adverse Effect. (f) No Person other than an Acquired Company is in possession of the Warranted Leased Real Property or any portion thereof, and there are no leases, licenses, subleases, concessions or other Contracts, written or oral, granting to any other Person the right to use or occupy the Warranted Leased Real Property or any portion thereof.

Leased Real Property. (a) Section 3.10 of The Company does not own any real property. (b) Schedule 3.12(b) identifies (i) the Seller Disclosure Schedule sets forth an accurate and complete description (by street address of each parcel of Leased Real Property, and (ii) the subject leased real property, the date and term identification of the lease, license, sublease or other occupancy agreements and all amendments, modifications, supplements, and assignments thereto, together with all exhibits, addendum, riders and other documents constituting a part thereof for each parcel of Leased Real Property (collectively, the name of the parties thereto “Leases”), and the aggregate annual rent payable thereunder) identification of all real property that is leased by any Acquired Company (subleases, overleases, occupancy agreements and other ancillary agreements or documents pertaining to the “tenancy at each such parcel of 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 Leased Real Property (collectively the “Ancillary Lease Documents”). (c) To the Knowledge of the Company, the Leases and the Ancillary Lease Documents are valid, binding, enforceable and in full force and effect and have not been modified or amended except as disclosed on Schedule 3.12(b). The Seller Leases and the Ancillary Lease Documents constitute all of and the only agreements under which the Company holds leasehold or subleasehold interests in any real property. The Company has made available to the Purchaser Buyer full, complete and accurate copies of the leases in effect as each of the date hereof relating Leases and all Ancillary Lease Documents described in Schedule 3.12(b). (d) With respect to each of the Leases identified on Schedule 3.12(b), except as set forth on Schedule 3.12(d): (i) the Lease and all Ancillary Lease Documents shall continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (ii) neither the Company nor, to the Knowledge of the Company, any other party to any Leases or Ancillary Lease Documents is in breach or default, and, to the Knowledge of the Company, 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 the Leases or any Ancillary Lease Documents; (iii) the rental set forth in each Lease of the Leased Real Property (is the “Real Property Leases”) actual rental being paid, and there are no separate agreements or understandings with respect to the same; and (iv) the Company has not been exercised or given any sublease notice of exercise, nor has any lessor or assignment 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 (collectively, “Options”). (e) The Company has not entered into by any Acquired Company in respect of other contract for the leases relating to such Leased Real Property. No Acquired Company is in default of any material provision of any lease of any assignment or other transfer of the Leased Real Property. (bf) Each applicable Acquired Neither the Company has peaceful, undisturbed and exclusive possession nor any constituent partner of the Leased Real Property at Company is a foreign corporation, foreign partnership or foreign estate (as such terms are defined in Section 3.10(b) 1445 of the Seller Disclosure Schedule (the “Warranted Leased Real Property”Code), and no Acquired Company has assigned (collaterally or otherwise) or granted any other security interest in the Warranted Real Property Leases or any interest therein, and there are no Liens on the estate or interest created by the Warranted Real Property Leases. The full amount of security deposit required under each lease of Warranted Leased Real Property, if any, is on deposit thereunder. (c) The use of the Warranted Leased Real Property, or any portion thereof, and the improvements erected thereon, do not violate or conflict in any material respect with (i) any Law, Permit, covenants, conditions or restrictions applicable thereto; or (ii) the terms and provisions of any Contract relating thereto. (d) Except in any case that would not reasonably be expected to be material to the business of the Acquired Companies, take as a whole, (i) there is no pending, or to the Knowledge of the Seller, threatened, appropriation, condemnation or like Proceeding affecting the Warranted Leased Real Property or any part thereof; and (ii) no Acquired Company has received written notice that is in violation of any applicable zoning law, regulation or other applicable Law, related to or affecting the Warranted Leased Real Property. (e) The Warranted Leased Real Property is in good operating condition and repair and is suitable for the conduct of the Acquired Companies’ business as presently conducted therein, except where the failure of the property to be in good operating condition would not have a Material Adverse Effect. (f) No Person other than an Acquired Company is in possession of the Warranted Leased Real Property or any portion thereof, and there are no leases, licenses, subleases, concessions or other Contracts, written or oral, granting to any other Person the right to use or occupy the Warranted Leased Real Property or any portion thereof.

Leased Real Property. (a) Section 3.10 Each Seller has a valid leasehold interest to the leasehold estate (as lessee) in the applicable Leased Real Property relating to such Seller, as lessee, free and clear of all Liens, except Permitted Liens. The Sellers have not since the Seller Disclosure Schedule sets forth an accurate and complete description (by street address respective beginning date of the subject leased real propertyeach Lease, ending on the date and term hereof, received any written notice of any breach, default or event that with notice or lapse of time, or both, would constitute a default by the lease, Sellers under any Lease related to the name of the parties thereto and the aggregate annual rent payable thereunder) of all real property that is leased by any Acquired Company (the “Leased Real Property”). The Seller has made available , unless cured by the Sellers. (b) With respect to the Purchaser complete copies Leased Real Property, except as reflected on Schedule 3.9: (i) the Sellers are in exclusive possession thereof; (ii) all facilities thereon are supplied with utilities necessary for the operation of the leases in effect such facilities, as of the date hereof relating presently operated; (iii) no portion thereof is subject to any pending condemnation proceeding or other similar proceeding by any Governmental Authority materially adverse to the Leased Real Property (and, to the “Real Property Leases”) and Sellers’ Knowledge, there has not been any sublease are no Threatened condemnation or assignment entered into by any Acquired Company in other similar proceedings with respect of thereto materially adverse to the leases relating to such Leased Real Property. No Acquired Company is in default of any material provision of any lease of any of the Leased Real Property.Business; (biv) Each applicable Acquired Company has peaceful, undisturbed and exclusive possession the Sellers are not a party to any agreements with owners or users of properties adjacent to any facility located on any parcel of the Leased Real Property at Section 3.10(b) relating to the use, operation or maintenance of the Seller Disclosure Schedule (the “Warranted Leased Real Property”), and no Acquired Company has assigned (collaterally or otherwise) or granted any other security interest in the Warranted Real Property Leases such facility or any interest therein, and there are no Liens on adjacent real property which would be materially adverse to the estate or interest created by the Warranted Real Property Leases. The full amount of security deposit required under each lease of Warranted Leased Real Property, if any, is on deposit thereunder.Business; and (cv) The use of the Warranted Leased Real PropertySellers are not a lessor under, or otherwise a party to, any portion thereof, and Lease pursuant to which the improvements erected thereon, do not violate or conflict in any material respect with (i) any Law, Permit, covenants, conditions or restrictions applicable thereto; or (ii) the terms and provisions of any Contract relating thereto. (d) Except in any case that would not reasonably be expected to be material to the business of the Acquired Companies, take as a whole, (i) there is no pending, or to the Knowledge of the Seller, threatened, appropriation, condemnation or like Proceeding affecting the Warranted Leased Real Property or any part thereof; and (ii) no Acquired Company has received written notice that is in violation of any applicable zoning law, regulation or other applicable Law, related to or affecting the Warranted Leased Real Property. (e) The Warranted Leased Real Property is in good operating condition and repair and is suitable for the conduct of the Acquired Companies’ business as presently conducted therein, except where the failure of the property to be in good operating condition would not Sellers have a Material Adverse Effect. (f) No Person other than an Acquired Company is in possession of the Warranted Leased Real Property or any portion thereof, and there are no leases, licenses, subleases, concessions or other Contracts, written or oral, granting granted to any other Person the right to use or occupy the Warranted Leased Real Property all or any portion thereofof the Leased Real Property.