Common use of Real Properties Clause in Contracts

Real Properties. (a) The Borrower and each Restricted Subsidiary has good, insurable, exclusive, legal and marketable fee simple title to the owned Real Property and the valid and enforceable power and unqualified right to use and sell, transfer, convey or assign such Real Property, and valid leasehold interests in the Material Real Property Leases, in each case free and clear of all Liens, except for Permitted Liens. (b) Each Material Real Property Lease is in full force and effect. Neither the Borrower nor any Restricted Subsidiary, nor, to the knowledge of the Loan Parties, any other Person, is in breach or violation of, or default under, any Material Real Property Lease, and no event has occurred and no circumstance exists which, if not remedied, would result in such a breach, violation or default (with or without notice or lapse of time, or both), in each case except to the extent such breach, violation or default could not reasonably be expected to result in a Material Adverse Effect. The Borrower and each Restricted Subsidiary will comply with, and will cause its Real Property and all improvements thereon to be operated, maintained and repaired in compliance with, the requirements of each applicable Real Property lease, except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effect. (c) The Material Owned Real Property (if any) is in compliance in all material respects with all applicable legal requirements and fire, health, building, use, occupancy, subdivision and zoning laws. There do not exist any actual or, to the knowledge of the Loan Parties, threatened condemnation or eminent domain proceedings that affect any Material Owned Real Property or any part thereof, and neither the Borrower nor any Subsidiary has received any notice of the intention of any Governmental Authority or other Person to take or use any Material Owned Real Property or any part thereof of interest therein. (d) Schedule 5.18 sets forth a complete and accurate list as of the Closing Date (i) of all Real Property owned in fee simple by the Loan Parties with a fair market value in excess of $2,500,000 (collectively, the “Material Owned Real Property”), or in which the Borrower or any Restricted Subsidiary owns or holds a leasehold or similar interest where assets with a fair market value in excess of $500,000 are located, whether by lease, sublease, license or any other similar contractual arrangement under which the Borrower or any Restricted Subsidiary occupies or uses any Real Property (together with each amendment, modification, restatement or supplement thereto collectively, the “Material Real Property Leases”), with the current location of each such Real Property by street address, including the county, state and other relevant jurisdictions, the landlord with respect thereto and, where applicable, each lessee, licensee, sublessee or other occupant thereof, (ii) any lease, sublease, license or sublicense of such Real Property by the Borrower or any Restricted Subsidiary as lessor, licensor or similar capacity, and (iii) each Contractual Obligation by the Borrower or any Restricted Subsidiary, whether contingent or otherwise, to sell or lease such Real Property. (e) All Material Owned Real Property is insured pursuant to policies and other bonds which are valid and in full force and effect and which provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of each such Loan Party in accordance with prudent business practice in the industry of the Borrower and its Restricted Subsidiaries.

Real Properties. (a) The Borrower and each Restricted Subsidiary has good, insurable, exclusive, legal and marketable fee simple title to Neither the owned Real Property and the valid and enforceable power and unqualified right to use and sell, transfer, convey or assign such Real Property, and valid leasehold interests in the Material Real Property Leases, in each case free and clear Company nor any of all Liens, except for Permitted Liensits Subsidiaries owns any real property. (b) Section 4.16(b)(i) of the Company Disclosure Letter sets forth a true, correct and complete list of all of the real property leased, subleased, or otherwise occupied by the Company or any of its Subsidiaries (the “Property”), including the address of such Property, and identifying the applicable Contract (each such lease, a “Property Contract,” and the Property Contracts set forth in Section 4.16(b)(ii) of the Company Disclosure Letter shall be “Leased Properties”). The Company and each of its Subsidiaries, as applicable, have good, valid and marketable leasehold interests in all of the Leased Property. To the Knowledge of the Company, as of the date of this Agreement, there are no existing defaults by the landlord or tenant under any of the Property Contracts with respect to the Leased Properties, which defaults remain uncured, and no event which, with notice or lapse of time or both, would become a default by the Company or its Subsidiary, as applicable, or, to the Knowledge of the Company, the counterparties thereto. Each Material Real Property Lease of the Company and its Subsidiaries is in compliance with the terms of all real property leases to which it is a party, and all such real property leases are in full force and effect. Neither , except for any such noncompliance or failure to be in full force and effect that, individually or in the Borrower nor any Restricted Subsidiaryaggregate, nor, to the knowledge of the Loan Parties, any other Person, is in breach or violation of, or default under, any Material Real Property Lease, has not had and no event has occurred and no circumstance exists which, if not remedied, would result in such a breach, violation or default (with or without notice or lapse of time, or both), in each case except to the extent such breach, violation or default could not reasonably be expected to result in have a Company Material Adverse Effect. The Borrower Each of the Company and each Restricted Subsidiary will comply with, its Subsidiaries enjoys peaceful and will cause its Real Property and undisturbed possession under all improvements thereon to be operated, maintained and repaired in compliance with, the requirements of each applicable Real Property leasesuch real property leases, except to the extent the for any such failure to do so could that, individually or in the aggregate, has not had and would not reasonably be expected to result in have a Company Material Adverse Effect. To the Knowledge of the Company, no fact or condition exists or is threatened that would result in the discontinuation of necessary utilities or services to the Leased Property or the termination of current access to and from the Leased Property. To the Knowledge of the Company, no portion of the Leased Property has been condemned, requisitioned or otherwise taken by any public authority and there is no pending, or, to the Knowledge of the Company, threatened or contemplated condemnation actions or special assessments with respect to the Leased Property. The Company has made available to Parent and Purchaser true, correct and complete copies of all of the Property Contracts with respect to Leased Properties. (c) The Material Owned Real Property (if any) is in compliance in all material respects with all applicable legal requirements and fire, health, building, use, occupancy, subdivision and zoning laws. There do not exist any actual or, are no contractual restrictions that preclude or restrict the ability to the knowledge of the Loan Parties, threatened condemnation or eminent domain proceedings that affect any Material Owned Real Property or any part thereof, and neither the Borrower nor any Subsidiary has received any notice of the intention of any Governmental Authority or other Person to take or use any Material Owned Real Property or any part thereof of interest therein. (d) Schedule 5.18 sets forth a complete and accurate list as of the Closing Date (i) of all Real Property owned in fee simple by the Loan Parties with a fair market value in excess of $2,500,000 (collectively, the “Material Owned Real Property”), or in which the Borrower or any Restricted Subsidiary owns or holds a leasehold or similar interest where assets with a fair market value in excess of $500,000 are located, whether by lease, sublease, license or any other similar contractual arrangement under which the Borrower or any Restricted Subsidiary occupies or uses any Real Property (together with each amendment, modification, restatement or supplement thereto collectively, the “Material Real Property Leases”), with the current location of each such Real Property by street address, including the county, state and other relevant jurisdictions, the landlord with respect thereto and, where applicable, each lessee, licensee, sublessee or other occupant thereof, (ii) any lease, sublease, license or sublicense of such Real Leased Property by the Borrower Company or any Restricted Subsidiary as lessorfor the current or contemplated use of such real property. To the Knowledge of the Company, licensor or similar capacity, and (iii) each Contractual Obligation by there are no material latent defects affecting the Borrower or any Restricted Subsidiary, whether contingent or otherwise, to sell or lease such Real Leased Property. (e) All Material Owned Real Property is insured pursuant to policies and other bonds which are valid and in full force and effect and which provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of each such Loan Party in accordance with prudent business practice in the industry of the Borrower and its Restricted Subsidiaries.

Real Properties. (aThe Company and its Subsidiaries do not own any real property. Section 4.01(p) The Borrower and each Restricted Subsidiary has good, insurable, exclusive, legal and marketable fee simple title to the owned Real Property and the valid and enforceable power and unqualified right to use and sell, transfer, convey or assign such Real Property, and valid leasehold interests in the Material Real Property Leases, in each case free and clear of all Liens, except for Permitted Liens. (b) Each Material Real Property Lease is in full force and effect. Neither the Borrower nor any Restricted Subsidiary, nor, to the knowledge of the Loan Parties, any other Person, is in breach or violation of, or default under, any Material Real Property Lease, and no event has occurred and no circumstance exists which, if not remedied, would result in such a breach, violation or default (with or without notice or lapse of time, or both), in each case except to the extent such breach, violation or default could not reasonably be expected to result in a Material Adverse Effect. The Borrower and each Restricted Subsidiary will comply with, and will cause its Real Property and all improvements thereon to be operated, maintained and repaired in compliance with, the requirements of each applicable Real Property lease, except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effect. (c) The Material Owned Real Property (if any) is in compliance in all material respects with all applicable legal requirements and fire, health, building, use, occupancy, subdivision and zoning laws. There do not exist any actual or, to the knowledge of the Loan Parties, threatened condemnation or eminent domain proceedings that affect any Material Owned Real Property or any part thereof, and neither the Borrower nor any Subsidiary has received any notice of the intention of any Governmental Authority or other Person to take or use any Material Owned Real Property or any part thereof of interest therein. (d) Company Disclosure Schedule 5.18 sets forth a true, correct and complete and accurate list as of the Closing Date (i) location of all Real Property owned in fee simple by the Loan Parties with a fair market value in excess of $2,500,000 leased real property (collectively, the “Material Owned Leased Real Property”), ) leased to or in which by the Borrower Company or any Restricted Subsidiary owns or holds one of its Subsidiaries pursuant to a leasehold or similar interest where assets with a fair market value in excess of $500,000 are located, whether by lease, sublease, license or any other similar contractual arrangement under which the Borrower or any Restricted Subsidiary occupies or uses any Real Property agreement (together with each amendment, modification, restatement or supplement thereto collectively, the “Material Real Property Leases”). True and complete copies of all Leases have been made available to Parent prior to the date of this Agreement. Each of the Company and its Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, has valid and subsisting leasehold or sublease interests or similar contract rights under valid agreements relating to all of its Leased Real Properties, to the extent necessary for the conduct of its business as currently conducted. Each of the Company and its Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, has complied in all material respects with the current location terms of each such Real Property by street addressall Leases to which it is a party, including and all Leases to which the county, state and other relevant jurisdictions, the landlord with respect thereto and, where applicable, each lessee, licensee, sublessee or other occupant thereof, (ii) any lease, sublease, license or sublicense of such Real Property by the Borrower Company or any Restricted Subsidiary as lessor, licensor or similar capacity, and (iii) each Contractual Obligation by the Borrower or any Restricted Subsidiary, whether contingent or otherwise, to sell or lease such Real Property. (e) All Material Owned Real Property of its Subsidiaries is insured pursuant to policies and other bonds which a party are valid and binding, in full force and effect and which provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of each such Loan Party enforceable in accordance with prudent business practice their terms. Neither the Company nor any Subsidiary is in breach of or default under the terms of and Lease and, to the Knowledge of the Company, no other party to any Lease is in breach of or default under the terms of any Lease. Neither the Company nor any of its Subsidiaries has received any written notice of any event or occurrence that has resulted or could reasonably result (with or without the giving of notice, the lapse of time or both) in an event of default with respect to any Lease to which it is a party. The Leased Real Property constitutes all of the real property used by the Company and its Subsidiaries in the industry operation of the Borrower business. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the consummation of the Offer and Merger shall not require the consent of any party to any of the leases or subleases to which the Company or any of its Restricted SubsidiariesSubsidiaries are a party.

Real Properties. (a) The Borrower Company and each Restricted Subsidiary of its Subsidiaries has good, insurable, exclusive, legal good and marketable valid title in fee simple title to all the owned Real Property and the valid and enforceable power and unqualified right to use and sell, transfer, convey or assign such Owned Real Property, and valid leasehold interests in the Material Real Property Leases, in each case free and clear of all Liens, except for Permitted Liens. (b) Each Material . The Company and each of its Subsidiaries have good and valid leasehold interests in all Leased Real Property Lease is Property, except for Permitted Liens. All leases under which the Company or any of its Subsidiaries lease any real or personal property are in full force good standing and effect. Neither are valid and effective against the Borrower nor any Restricted Subsidiary, norCompany and, to the knowledge Company’s Knowledge, the counterparties thereto, in accordance with their respective terms. There is not, under any of the Loan Partiessuch leases, any other Personexisting default by the Company or, is in breach or violation ofto the Company’s Knowledge, the counterparties thereto, or default under, any Material Real Property Lease, and no an event has occurred and no circumstance exists which, if not remedied, would result in such a breach, violation or default (with or without notice or lapse of time, time or both), in each case except would become a default by the Company or, to the extent Company’s Knowledge, the counterparties thereto, other than defaults under such breach, violation or default could leases which have not had and would not reasonably be expected to result in have a Material Adverse Effect. The Borrower and each Restricted Subsidiary will comply with, and will cause its Real Property and all improvements thereon to be operated, maintained and repaired in compliance with, the requirements of each applicable Real Property lease, except to the extent the failure to do so could not reasonably be expected to result in a Company Material Adverse Effect. (cb) The Material Owned No Real Property is subject to any Order to be sold or is being condemned, expropriated (if anyor the equivalent) is in compliance in all material respects or otherwise taken by any public authority with all applicable legal requirements and fireor without payment of compensation therefor, health, building, use, occupancy, subdivision and zoning laws. There do not exist any actual ornor, to the knowledge Knowledge of the Loan PartiesCompany, threatened condemnation has any such condemnation, expropriation or eminent domain proceedings that affect taking been proposed in writing by any Material Owned public authority. (i) Either the Company or a Subsidiary of the Company, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property or any part thereofProperty, and neither the Borrower Company nor any Subsidiary has received any written notice of the intention any uncured violation of any Governmental Authority contractual or legal restrictions that preclude or restrict the ability to use the Real Property for the purposes for which it is currently being used, (ii) the Real Property and the buildings thereon are in good operating condition and repair and have been maintained in all material respects consistent with standards generally followed in the industries in which the Company and its Subsidiaries operate, and (iii) neither the Company nor any Subsidiary has leased any parcel or any portion of any parcel of Real Property to any other person and no other person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other Person agreement to take which the Company or use any Subsidiary is a party, except, in the case of any of such matters described in clauses (i) and (ii), as would not reasonably be expected to have a Company Material Owned Adverse Effect or a material adverse effect on any Real Property or any part thereof of interest thereinas such Real Property is currently being used by the Company. (d) Schedule 5.18 sets forth a complete and accurate list To the Knowledge of the Company, there are no facts that would prevent the Real Property from being occupied by the Company or any of its Subsidiaries, as of the case may be, after the Closing Date in the same manner as occupied by the Company or such Subsidiary immediately prior to the Closing Date. (ie) Either the Company or one of its Subsidiaries, as the case may be, has in place title insurance policies that are currently effective for all Owned Real Property owned in fee simple by the Loan Parties with a fair market value in excess of $2,500,000 (collectively, the “Material Owned Title Insurance Policies”) insuring title in the name of the entity holding the fee interest in such parcel, which policy contains no exceptions from title other than Permitted Liens. Neither the Company nor any of its Subsidiaries has made any claim under any of the Title Insurance Policies. (f) Section 3.17(f) of the Company Disclosure Letter sets forth a true and complete list of all leases relating to the Leased Real Property”)Property and any and all ancillary documents pertaining thereto (including all amendments, or in which the Borrower or any Restricted Subsidiary owns or holds a leasehold or similar interest where assets with a fair market value in excess modifications, side letters, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of $500,000 are located, whether by lease, subleaseoptions, license rights of expansion, extension, first refusal and first offer) and includes: (i) the street address or any other similar contractual arrangement under which the Borrower or any Restricted Subsidiary occupies or uses any Real Property (together with each amendment, modification, restatement or supplement thereto collectively, the “Material Real Property Leases”), with the current location of each such parcel of Leased Real Property by street address, including the county, state and other relevant jurisdictions, the landlord with respect thereto and, where applicable, each lessee, licensee, sublessee or other occupant thereofProperty, (ii) any leasethe identity of the lessor, sublease, license or sublicense lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property by and (iii) the Borrower current use of each such parcel of Leased Real Property. (g) Section 3.17(g) of the Company Disclosure Letter sets forth a true and complete list of all Owned Real Property and includes: (i) the street address or location of each parcel of Owned Real Property, (ii) the identity of any Restricted Subsidiary as lessee or current occupant (if different from the lessor, licensor or similar capacity) of each such parcel of Leased Real Property, and (iii) the current use of each Contractual Obligation by the Borrower or any Restricted Subsidiary, whether contingent or otherwise, to sell or lease such Owned Real Property. (eh) All Material Owned Real Property is insured pursuant With respect to policies and other bonds which are valid and in full force and effect and which provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of each such Loan Party in accordance with prudent business practice in the industry of the Borrower and leases relating to the Leased Real Property, neither the Company nor any of its Restricted SubsidiariesSubsidiaries has exercised or given any notice of exercise, or received any notice of exercise by a landlord or sublandlord of, any option, right of first offer or right of first refusal contained in any such lease, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation.

Real Properties. (a) The Borrower Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, (i) the Company or one of its subsidiaries, as the case may be, holds good and each Restricted Subsidiary has good, insurable, exclusive, legal and marketable valid fee simple title to all real property owned in fee by the owned Real Property Company or any of its subsidiaries as of the date of this Agreement and material to the valid business of the Company and enforceable power and unqualified right to use and sellits subsidiaries (collectively, transfer, convey or assign such the “Company Owned Real Property”), and valid leasehold interests in the Material Real Property Leases, in each case free and clear of all Liens, except for Company Permitted LiensLiens (subject to any state of facts an accurate survey would show, provided same does not prohibit or materially impair the current use and operation of such parcel of such Company Owned Real Property) and (ii) there are no outstanding options or rights of first refusal or offer to purchase or lease the Company Owned Real Property. (b) Each Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, (i) each agreement under which the Company or any of its subsidiaries is, as of the date of this Agreement, the landlord, sublandlord, tenant, subtenant or occupant that have not been terminated or expired as of the date of this Agreement and are material to the business of the Company and its subsidiaries, taken as a whole (each a “Company Real Property Lease is Lease”), is, with respect to the Company or the applicable subsidiary of the Company, a valid and subsisting agreement in full force and effect. Neither effect and constitutes a valid, binding and enforceable obligation of the Borrower nor Company or the applicable subsidiary of the Company, subject to the Bankruptcy and Equity Exception and (ii) the Company has not received any Restricted Subsidiary, written notice of termination or cancellation of or of a breach or default under any Company Real Property Lease that remains uncured as of the date of this Agreement nor, to the knowledge of the Loan PartiesCompany, has any other Personevent occurred which, is in with notice or lapse of time or both, would constitute a breach or violation of, or default under, under any Material such Company Real Property Lease, and no event has occurred and no circumstance exists which, if not remedied, would result in or permit the termination or cancellation of any such a breach, violation or default (with or without notice or lapse of time, or both), in each case except to the extent such breach, violation or default could not reasonably be expected to result in a Material Adverse Effect. The Borrower and each Restricted Subsidiary will comply with, and will cause its Company Real Property and all improvements thereon to be operated, maintained and repaired in compliance with, the requirements of each applicable Real Property lease, except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse EffectLease. (c) The Material Company Owned Real Property (if any) is in compliance in all material respects with all applicable legal requirements and fire, health, building, use, occupancy, subdivision and zoning laws. There do not exist any actual or, the Company Leased Real Property are referred to collectively herein as the “Company Real Property.” To the knowledge of the Loan PartiesCompany, threatened (i) neither the Company nor any of its subsidiaries has received written notice of any proceedings in eminent domain, condemnation or eminent domain other similar proceedings that affect any Material Owned Real Property or any part thereofare pending, and (ii) the Company has not received written notice threatening any such proceedings, in each case, except for such proceedings as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. To the knowledge of the Company, neither the Borrower Company nor any Subsidiary of its subsidiaries has received any written notice of the intention existence of any Governmental Authority outstanding writ, injunction, decree, order or other Person judgment or of any pending proceeding pertaining to take or use affecting any Material Owned Company Real Property or any part thereof of interest therein. (d) Schedule 5.18 sets forth a complete and accurate list as of the Closing Date (i) of all Real Property owned in fee simple by the Loan Parties with a fair market value in excess of $2,500,000 (collectivelythat would reasonably be expected, the “Material Owned Real Property”), individually or in which the Borrower or any Restricted Subsidiary owns or holds a leasehold or similar interest where assets with a fair market value in excess of $500,000 are located, whether by lease, sublease, license or any other similar contractual arrangement under which the Borrower or any Restricted Subsidiary occupies or uses any Real Property (together with each amendment, modification, restatement or supplement thereto collectively, the “Material Real Property Leases”), with the current location of each such Real Property by street address, including the county, state and other relevant jurisdictions, the landlord with respect thereto and, where applicable, each lessee, licensee, sublessee or other occupant thereof, (ii) any lease, sublease, license or sublicense of such Real Property by the Borrower or any Restricted Subsidiary as lessor, licensor or similar capacity, and (iii) each Contractual Obligation by the Borrower or any Restricted Subsidiary, whether contingent or otherwiseaggregate, to sell or lease such Real Propertyhave a Company Material Adverse Effect. (e) All Material Owned Real Property is insured pursuant to policies and other bonds which are valid and in full force and effect and which provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of each such Loan Party in accordance with prudent business practice in the industry of the Borrower and its Restricted Subsidiaries.

Real Properties. (a) The Borrower Companies and each Restricted Subsidiary has good, insurable, exclusive, legal their Subsidiaries do not own and marketable fee simple title to the have never owned Real Property any interest in any real properties. The Companies and the valid and enforceable power and unqualified right to use and sell, transfer, convey or assign such Real Property, and their Subsidiaries have valid leasehold interests in the Material all of their respective leased real properties (“Leased Real Property LeasesProperty”), in each case free and clear of all LiensEncumbrances (other than Permitted Encumbrances and all other title exceptions, except defects, encumbrances and other matters, whether or not of record, which do not materially affect the continued use of the property for Permitted Liens. the purposes for which the property is currently being used by the Sellers, the Companies or their Subsidiaries as of the date hereof). Section 3.17 of the Disclosure Schedule sets forth a complete list, as of the date hereof, of the address of each Leased Real Property, and the leases (bincluding any amendment) Each Material relating to each Leased Real Property (including the date and name of the parties to such leases and the expiration dates of such leases) (collectively, the “Leases”). Sellers have Made Available to the Purchasers a true and complete copy of each Lease. With respect to each Lease (i) such Lease is in full force and effect and is enforceable in accordance with its terms and shall continue to be in full force and effect on the terms set forth in such Lease following the Closing Date, except that (A) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect. Neither , relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Borrower nor discretion of the court before which any Restricted Subsidiaryproceeding therefor may be brought; (ii) such Lease (or a notice in respect of such Lease) has been properly registered in the appropriate land registry office, noras applicable; (iii) all rents and additional rents have been paid; and (iv) as of the date hereof, to the knowledge of such Seller, there exists no event of default or event, occurrence, condition or act (including the Loan Partiespurchase of the Equity Interests) which, with the giving of notice, the lapse of time or the happening of any other Personevent or condition, would become a default under such Lease, except such event of default or event, occurrence, condition or act as would not have, individually or in the aggregate, a Material Adverse Effect. Each of the Leased Real Properties is adequate and suitable for the purposes for which it is presently being used and the Companies have adequate rights of ingress and egress into each of the Leased Real Properties for the operation of the Business in breach the ordinary course consistent with past practice, except where the failure to be so adequate or violation ofsuitable, or default under, any Material Real Property Lease, to have such adequate rights of ingress and no event has occurred and no circumstance exists which, if not remediedegress, would result in such a breach, violation or default (with or without notice or lapse of time, or both), in each case except to the extent such breach, violation or default could not reasonably be expected to result have, individually or in a Material Adverse Effect. The Borrower and each Restricted Subsidiary will comply withthe aggregate, and will cause its Real Property and all improvements thereon to be operated, maintained and repaired in compliance with, the requirements of each applicable Real Property lease, except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effect. (c) The Material Owned Real Property (if any) is in compliance in all material respects with all applicable legal requirements and fire, health, building, use, occupancy, subdivision and zoning laws. There do not exist any actual or, to the knowledge of the Loan Parties, threatened condemnation or eminent domain proceedings that affect any Material Owned Real Property or any part thereof, and neither the Borrower nor any Subsidiary has received any notice of the intention of any Governmental Authority or other Person to take or use any Material Owned Real Property or any part thereof of interest therein. (d) Schedule 5.18 sets forth a complete and accurate list as of the Closing Date (i) of all Real Property owned in fee simple by the Loan Parties with a fair market value in excess of $2,500,000 (collectively, the “Material Owned Real Property”), or in which the Borrower or any Restricted Subsidiary owns or holds a leasehold or similar interest where assets with a fair market value in excess of $500,000 are located, whether by lease, sublease, license or any other similar contractual arrangement under which the Borrower or any Restricted Subsidiary occupies or uses any Real Property (together with each amendment, modification, restatement or supplement thereto collectively, the “Material Real Property Leases”), with the current location of each such Real Property by street address, including the county, state and other relevant jurisdictions, the landlord with respect thereto and, where applicable, each lessee, licensee, sublessee or other occupant thereof, (ii) any lease, sublease, license or sublicense of such Real Property by the Borrower or any Restricted Subsidiary as lessor, licensor or similar capacity, and (iii) each Contractual Obligation by the Borrower or any Restricted Subsidiary, whether contingent or otherwise, to sell or lease such Real Property. (e) All Material Owned Real Property is insured pursuant to policies and other bonds which are valid and in full force and effect and which provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of each such Loan Party in accordance with prudent business practice in the industry of the Borrower and its Restricted Subsidiaries.

Real Properties. (a) The Borrower and each Restricted Subsidiary No G▇▇▇ Group Company currently owns any real property or has good, insurable, exclusive, legal and marketable fee simple title to the owned Real Property and the valid and enforceable power and unqualified right to use and sell, transfer, convey or assign such Real Property, and valid leasehold interests in the Material Real Property Leases, in each case free and clear of all Liens, except for Permitted Lienspast three years owned any real property. (b) Each Material G▇▇▇ Group Company has a valid, binding and enforceable leasehold interest under each of the real property leases to which it is a party as of the date hereof as a lessee (the “G▇▇▇ Leased Properties”), free and clear of all Liens (other than Permitted Liens) and each of the leases, lease guarantees, agreements and documents related to any G▇▇▇ Leased Properties to which it is a party as of the date hereof, including all amendments, letter agreements, terminations and modifications thereof (collectively, the “G▇▇▇ Real Property Lease Leases”), is in full force and effect. Neither the Borrower nor any Restricted Subsidiary, nor, to the knowledge effect as of the Loan Partiesdate hereof, any other Personexcept insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. G▇▇▇ has made available to Best Assistant true, correct and complete copies of all Material G▇▇▇ Real Property Leases (as defined below). No G▇▇▇ Group Company is in breach or violation of, of or default under, under any Material G▇▇▇ Real Property Lease, and and, to the Knowledge of G▇▇▇, no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a breachdefault, violation except for such breaches or defaults as would not individually or in the aggregate reasonably be expected to be material to the G▇▇▇ Group Companies taken as a whole. The G▇▇▇ Leased Properties are suitable to allow the businesses of the G▇▇▇ Group Companies to be operated as currently conducted in all material respects. To the Knowledge of G▇▇▇, (i) there are no pending condemnation proceedings with respect to any of the G▇▇▇ Leased Properties, and (ii) the current use of the G▇▇▇ Leased Properties does not violate any local planning, zoning or similar land use restrictions of any Governmental Entity in any material respect. No G▇▇▇ Group Company has received or given any written notice of any default (or event that with or without notice or lapse of time, or both), in each case except would constitute a breach or default by any G▇▇▇ Group Company under any of the G▇▇▇ Real Property Leases and, to the extent such breachKnowledge of G▇▇▇, violation no other party is in breach or default could not thereof, except for such breaches or defaults as would not, individually or in the aggregate, reasonably be expected to result in be material to the G▇▇▇ Group Companies, taken as a Material Adverse Effectwhole. The Borrower and each Restricted Subsidiary will comply withAs of the date of this Agreement, and will cause its to the Knowledge of G▇▇▇, no party to any G▇▇▇ Real Property Lease has exercised any termination rights with respect thereto. Schedule ‎5.12(b) of the G▇▇▇ Disclosure Letter contains a true and correct list of all improvements thereon to be operated, maintained and repaired in compliance with, the requirements of each applicable Material G▇▇▇ Real Property leaseLeases. Except as disclosed in Schedule ‎5.12(b) of the G▇▇▇ Disclosure Letter, no Person other than the G▇▇▇ Group Companies has the right to use the G▇▇▇ Leased Properties, except as subleased by the respective G▇▇▇ Group Company to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effectsub-lessee. (c) The Material Owned Real Property (if any) is Each G▇▇▇ Group Company has good and marketable title to, or a valid leasehold interest in compliance in all material respects with all applicable legal requirements and fire, health, building, or right to use, occupancyall of its tangible assets, subdivision free and zoning laws. There do not exist any actual or, to the knowledge clear of the Loan Parties, threatened condemnation or eminent domain proceedings that affect any Material Owned Real Property or any part thereof, and neither the Borrower nor any Subsidiary has received any notice of the intention of any Governmental Authority or all Liens other Person to take or use any Material Owned Real Property or any part thereof of interest therein. (d) Schedule 5.18 sets forth a complete and accurate list as of the Closing Date than: (i) of all Real Property owned in fee simple by the Loan Parties with a fair market value in excess of $2,500,000 (collectively, the “Material Owned Real Property”), or in which the Borrower or any Restricted Subsidiary owns or holds a leasehold or similar interest where assets with a fair market value in excess of $500,000 are located, whether by lease, sublease, license or any other similar contractual arrangement under which the Borrower or any Restricted Subsidiary occupies or uses any Real Property (together with each amendment, modification, restatement or supplement thereto collectively, the “Material Real Property Leases”), with the current location of each such Real Property by street address, including the county, state and other relevant jurisdictions, the landlord with respect thereto and, where applicable, each lessee, licensee, sublessee or other occupant thereof, Permitted Liens; (ii) any lease, sublease, license or sublicense the rights of lessors under such Real Property by the Borrower or any Restricted Subsidiary as lessor, licensor or similar capacity, tangible assets; and (iii) each Contractual Obligation by the Borrower or any Restricted SubsidiaryLiens specifically identified on the Schedule ‎5.12(c) of the G▇▇▇ Disclosure Letter. The tangible assets of the G▇▇▇ Group Companies: (A) constitute all of the tangible assets that are currently being used for the operation of the businesses of the G▇▇▇ Group Companies as they are now conducted, whether contingent or otherwiseand taken together, to sell or lease such Real Property. are adequate and sufficient for the operation of the businesses of the G▇▇▇ Group Companies as currently conducted; and (eB) All Material Owned Real Property is insured pursuant to policies and other bonds which are valid and in full force and effect and which provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of each such Loan Party have been maintained in accordance with prudent business practice generally applicable accepted industry practice, are in good operating condition and repair, ordinary wear and tear excepted, and are adequate and suitable for the industry of the Borrower and its Restricted Subsidiariesuses to which they are being put, in each case, in all material respects.

Real Properties. (a) The Borrower and each Restricted Subsidiary Companies or one of the Subsidiaries has good, insurable, exclusive, legal (i) good and marketable fee simple title to the real property owned Real Property in fee by the Companies or any of the Subsidiaries (collectively, the "Owned Properties") and the (ii) valid and enforceable power and unqualified leasehold interest or other occupancy right to use and sellthe real property leased, transfersubleased or licensed by the Companies or any of the Subsidiaries (collectively, convey or assign such Real Property, and valid leasehold interests in the Material Real Property Leases"Leased Properties"), in each case free and clear of all Liensoptions to purchase or lease (in the case of the Owned Properties), leases, subleases, rights of first offer, conditions of limitation, Liens and other restrictions and encumbrances (collectively, "Title Matters"), except for Permitted Liens. (b) Each Material Real Property Lease is Liens and such Title Matters set forth in full force Schedule 3.4, which Permitted Liens and effect. Neither Title Matters, individually or in the Borrower nor any Restricted Subsidiary, nor, to the knowledge of the Loan Parties, any other Person, is in breach or violation of, or default under, any Material Real Property Lease, and no event has occurred and no circumstance exists which, if not remediedaggregate, would result in such a breach, violation or default (with or without notice or lapse of time, or both), in each case except to the extent such breach, violation or default could not reasonably be expected to result in have a Material Adverse Effectmaterial adverse effect on the property to which they relate or the Business Condition. The Borrower and each Restricted Subsidiary will comply with, and will cause its Real Property and all improvements thereon to be operated, maintained and repaired in compliance with, the requirements of each applicable Real Property lease, except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effect. (c) The Material Owned Real Property (if any) is in compliance in all material respects with all applicable legal requirements and fire, health, building, use, occupancy, subdivision and zoning laws. There do not exist any actual or, to the knowledge of the Loan Parties, threatened condemnation or eminent domain proceedings that affect any Material Owned Real Property or any part thereof, and neither the Borrower nor any Subsidiary has received any notice of the intention of any Governmental Authority or other Person to take or use any Material Owned Real Property or any part thereof of interest therein. (d) Schedule 5.18 3.4 sets forth a complete and accurate list as and description of all Owned Properties and all Leased Properties. (b) Each agreement under which real property is leased, subleased or licensed to the Companies or one of the Closing Date Subsidiaries, including any agreements with respect to the use or occupancy thereof and any and all amendments or modifications thereof or side letters with respect thereto (icollectively the "Company Leases"), is in full force and effect and enforceable in accordance with its respective terms and the Companies or one of the Subsidiaries is the holder of the lessee's or tenant's interest thereunder and there exists no default under any of the Company Leases by the Companies or any of the Subsidiaries and no circumstance exists which, with the giving of notice, the passage of time or both would result in such a default, except for such defaults or other circumstances which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the Business Condition. Except as set forth in Schedule 3.4, the consummation of the transactions contemplated hereby does not violate the terms of any of the Company Leases. Except as set forth in Schedule 3.4 and except for Permitted Liens, the interests of any of the Companies or Subsidiaries under any Company Lease is not subject to any pledge, Lien, sublease, assignment, license or other agreement granting to any third party any interest in such Company Lease or any right to the use or occupancy of any of the Leased Properties. Except as set forth in Schedule 3.4, true and complete copies of the Company Leases have previously been delivered to Buyer, including (without limitation ) all amendments or modifications thereof and all side letters or other instruments affecting the obligations of any party thereunder. The lessees under the Company Leases are now in possession of the applicable Leased Properties except as set forth in Schedule 3.4. (c) Each of the Companies and the Subsidiaries has all permits necessary to own or operate the Company Real Property as it is currently owned or operated, and no such permits will be required, as a result of the transactions contemplated hereby, to be issued after the Closing in fee simple by order to permit the Loan Parties Companies following the Closing to continue to own or operate such Company Real Property, other than any such permits the absence of which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the Business Condition. Except as set forth in Schedule 3.4, neither the Companies nor the Subsidiaries has received, with respect to any Company Real Property, any written notice of default or any written notice of non-compliance with respect to applicable federal, state, local and foreign laws and regulations relating to zoning, building, fire, use restriction or safety or health codes which have not been remedied in all respects which would reasonably be expected to have a fair market value in excess material adverse effect on the Business Condition. There is no pending, or, to the Sellers' knowledge, threatened condemnation or other governmental taking of $2,500,000 (collectively, any of the “Material Owned Real Property”), . Each parcel of the Owned Properties is located adjacent to public roads or in which the Borrower streets with adequate ingress and egress available between such roads or any Restricted Subsidiary owns or holds a leasehold or similar interest where assets with a fair market value in excess of $500,000 are located, whether by lease, sublease, license or any other similar contractual arrangement under which the Borrower or any Restricted Subsidiary occupies or uses any streets and such Owned Real Property (together with each amendment, modification, restatement or supplement thereto collectively, for all purposes related to the “Material Business and as contemplated by the expansion plans disclosed on Schedule 3.4. All parcels of land included in the Owned Real Property Leases”)that purport to be contiguous are contiguous and are not separated by strips or gores. Except as set forth on Schedule 3.4, with no portion of any of the current location Owned Properties lies in any flood plain area (as defined by the U.S. Army Corps of each such Engineers or otherwise) or includes any wetlands, vegetation or species protected by any applicable law. Except as set forth on Schedule 3.4, no improvements constituting a part of the Owned Properties encroach on real property not owned by the Companies or the Subsidiaries. To the knowledge of Sellers, all buildings, structures, improvements and fixtures located on, under, over and within the Owned Real Property by street addressProperty, including the county, state and all other relevant jurisdictions, the landlord with respect thereto and, where applicable, each lessee, licensee, sublessee or other occupant aspects thereof, (iiA) are in good operating condition and repair and are structurally sound and free of any leasematerial defects and (B) are suitable, subleasesufficient and appropriate in all respects for their current uses. Subject to necessary governmental approvals, license or sublicense which the Sellers have no reason to believe would not be available in the ordinary course (it being understood that in connection with making this representation the Sellers are not required to make any investigation with respect so such approvals), to the knowl- edge of such Real Property Sellers, the Owned Properties are capable of being expanded to accommodate increased production and distribution capacity thereat to the extent and in the manner contemplated by the Borrower expansion plans disclosed on Schedule 3.4 and nothing has come to the attention of the Sellers (it being understood that in connection with making this representation the Sellers are not required to make any investigation with respect to such matters) regarding any applicable federal, state, local and foreign laws and regulations relating to zoning, building, fire, use restriction or any Restricted Subsidiary as lessor, licensor safety or similar capacity, and (iii) each Contractual Obligation by health codes or other matters relating to the Borrower or any Restricted Subsidiary, whether contingent or otherwise, Owned Properties that would materially restrict the ability of the Companies to sell or lease such Real Propertyso expand the Owned Properties. (ed) All Material Owned Real Property is insured pursuant to policies The Sellers have previously provided Buyer with all existing surveys, title insurance policies, title insurance abstracts and other bonds which evidence of title in the possession of or available to the Companies, the Subsidiaries or the Sellers covering the Owned Properties and all Permitted Liens arising with respect to the Owned Properties. Except as set forth in Schedule 3.4, American Land Title Association policies of title insurance (or marked title insurance commitments having the same force and effect as title insurance policies) have been issued by national title insurance companies insuring the fee simple title of the Companies and the Subsidiaries, as applicable, to each parcel of Owned Properties in amounts at least equal to the original cost thereof, subject only to Permitted Liens, and, to the Sellers' knowledge, such policies are valid and in full force and effect and which provide adequate coverage from reputable no claim has been made under any such policy. (e) Except as set forth in Schedule 3.4, the Owned Properties and financially sound insurers in amounts sufficient to insure the assets and risks of each such Loan Party in accordance with prudent business practice Leased Properties constitute, in the industry aggregate, all of the Borrower real property used to conduct the Business in the manner in which each of those Businesses was conducted during the one year period ending December 31, 1997 and its Restricted Subsidiariessince such date, except for additions thereto and deletions therefrom in the ordinary course of business, consistent with past practice and which would not have a material adverse effect on the Business Condition. (f) Except as set forth in Schedule 3.4, there are no outstanding options or contracts with other Persons for the sale, mortgage, pledge, hypothecation assignment, sublease, lease or other transfer of all or any part of the Owned Real Property. No Person has any right or option to acquire, or right of first refusal with respect to, the interest of the Companies and the Subsidiaries in the Company Real Property or any part thereof.

Real Properties. (axviii) The Borrower and each Restricted Subsidiary has good, insurable, exclusive, legal and marketable fee simple title to the owned Real Property and the valid and enforceable power and unqualified right to use and sell, transfer, convey or assign such Real Property, and valid leasehold interests in the Material Real Property Leases, in each case free and clear of all Liens, except for Permitted Liens. (bxix) Each Material Real Property Lease is in full force and effect. Neither the Borrower nor any Restricted Subsidiary, nor, to the knowledge of the Loan Parties, any other Person, is in breach or violation of, or default under, any Material Real Property Lease, and no event has occurred and no circumstance exists which, if not remedied, would result in such a breach, violation or default (with or without notice or lapse of time, or both), in each case except to the extent such breach, violation or default could not reasonably be expected to result in a Material Adverse Effect. The Borrower and each Restricted Subsidiary will comply with, and will cause its Real Property and all improvements thereon to be operated, maintained and repaired in compliance with, the requirements of each applicable Real Property lease, except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effect. (cxx) The Material Owned Real Property (if any) is in compliance in all material respects with all applicable legal requirements and fire, health, building, use, occupancy, subdivision and zoning laws. There do not exist any actual or, to the knowledge of the Loan Parties, threatened condemnation or eminent domain proceedings that affect any Material Owned Real Property or any part thereof, and neither the Borrower nor any Subsidiary has received any notice of the intention of any Governmental Authority or other Person to take or use any Material Owned Real Property or any part thereof of interest therein. (dxxi) Schedule 5.18 sets forth a complete and accurate list as of the Closing Date (i) of all Real Property owned in fee simple by the Loan Parties with a fair market value in excess of $2,500,000 (collectively, the “Material Owned Real Property”), or in which the Borrower or any Restricted Subsidiary owns or holds a leasehold or similar interest where assets with a fair market value in excess of $500,000 1,000,000 are located, whether by lease, sublease, license or any other similar contractual arrangement under which the Borrower or any Restricted Subsidiary occupies or uses any Real Property (together with each amendment, modification, restatement or supplement thereto collectively, the “Material Real Property Leases”), with the current location of each such Real Property by street address, including the county, state and other relevant jurisdictions, and the landlord with respect thereto andthereto, where applicable, each lessee, licensee, sublessee or other occupant thereof, and (ii) any lease, sublease, license or sublicense of such Real Property by the Borrower or any Restricted Subsidiary as lessor, licensor or similar capacity, and (iii) each Contractual Obligation by the Borrower or any Restricted Subsidiary, whether contingent or otherwise, to sell or lease such Real Property. (exxii) All Material Owned Real Property is insured pursuant to policies and other bonds which are valid and in full force and effect and which provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of each such Loan Party in accordance with prudent business practice in the industry of the Borrower and its Restricted Subsidiaries.

Real Properties. (a) The Borrower and each Restricted Subsidiary No ▇▇▇▇ Group Company currently owns any real property or has good, insurable, exclusive, legal and marketable fee simple title to the owned Real Property and the valid and enforceable power and unqualified right to use and sell, transfer, convey or assign such Real Property, and valid leasehold interests in the Material Real Property Leases, in each case free and clear of all Liens, except for Permitted Lienspast three years owned any real property. (b) Each Material ▇▇▇▇ Group Company has a valid, binding and enforceable leasehold interest under each of the real property leases to which it is a party as of the date hereof as a lessee (the “▇▇▇▇ Leased Properties”), free and clear of all Liens (other than Permitted Liens) and each of the leases, lease guarantees, agreements and documents related to any ▇▇▇▇ Leased Properties to which it is a party as of the date hereof, including all amendments, letter agreements, terminations and modifications thereof (collectively, the “▇▇▇▇ Real Property Lease Leases”), is in full force and effect. Neither the Borrower nor any Restricted Subsidiary, nor, to the knowledge effect as of the Loan Partiesdate hereof, any other Personexcept insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. ▇▇▇▇ has made available to Best Assistant true, correct and complete copies of all Material ▇▇▇▇ Real Property Leases (as defined below). No ▇▇▇▇ Group Company is in breach or violation of, of or default under, under any Material ▇▇▇▇ Real Property Lease, and and, to the Knowledge of ▇▇▇▇, no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a breachdefault, violation except for such breaches or defaults as would not individually or in the aggregate reasonably be expected to be material to the ▇▇▇▇ Group Companies taken as a whole. The ▇▇▇▇ Leased Properties are suitable to allow the businesses of the ▇▇▇▇ Group Companies to be operated as currently conducted in all material respects. To the Knowledge of ▇▇▇▇, (i) there are no pending condemnation proceedings with respect to any of the ▇▇▇▇ Leased Properties, and (ii) the current use of the ▇▇▇▇ Leased Properties does not violate any local planning, zoning or similar land use restrictions of any Governmental Entity in any material respect. No ▇▇▇▇ Group Company has received or given any written notice of any default (or event that with or without notice or lapse of time, or both), in each case except would constitute a breach or default by any ▇▇▇▇ Group Company under any of the ▇▇▇▇ Real Property Leases and, to the extent such breachKnowledge of ▇▇▇▇, violation no other party is in breach or default could not thereof, except for such breaches or defaults as would not, individually or in the aggregate, reasonably be expected to result in be material to the ▇▇▇▇ Group Companies, taken as a Material Adverse Effectwhole. The Borrower and each Restricted Subsidiary will comply withAs of the date of this Agreement, and will cause its to the Knowledge of ▇▇▇▇, no party to any ▇▇▇▇ Real Property Lease has exercised any termination rights with respect thereto. Schedule 5.12(b) of the ▇▇▇▇ Disclosure Letter contains a true and correct list of all improvements thereon to be operated, maintained and repaired in compliance with, the requirements of each applicable Material ▇▇▇▇ Real Property leaseLeases. Except as disclosed in Schedule 5.12(b) of the ▇▇▇▇ Disclosure Letter, no Person other than the ▇▇▇▇ Group Companies has the right to use the ▇▇▇▇ Leased Properties, except as subleased by the respective ▇▇▇▇ Group Company to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effectsub-lessee. (c) The Material Owned Real Property (if any) is Each ▇▇▇▇ Group Company has good and marketable title to, or a valid leasehold interest in compliance in all material respects with all applicable legal requirements and fire, health, building, or right to use, occupancyall of its tangible assets, subdivision free and zoning laws. There do not exist any actual or, to the knowledge clear of the Loan Parties, threatened condemnation or eminent domain proceedings that affect any Material Owned Real Property or any part thereof, and neither the Borrower nor any Subsidiary has received any notice of the intention of any Governmental Authority or all Liens other Person to take or use any Material Owned Real Property or any part thereof of interest therein.than: (d) Schedule 5.18 sets forth a complete and accurate list as of the Closing Date (i) of all Real Property owned in fee simple by the Loan Parties with a fair market value in excess of $2,500,000 (collectively, the “Material Owned Real Property”), or in which the Borrower or any Restricted Subsidiary owns or holds a leasehold or similar interest where assets with a fair market value in excess of $500,000 are located, whether by lease, sublease, license or any other similar contractual arrangement under which the Borrower or any Restricted Subsidiary occupies or uses any Real Property (together with each amendment, modification, restatement or supplement thereto collectively, the “Material Real Property Leases”), with the current location of each such Real Property by street address, including the county, state and other relevant jurisdictions, the landlord with respect thereto and, where applicable, each lessee, licensee, sublessee or other occupant thereof, Permitted Liens; (ii) any lease, sublease, license or sublicense the rights of lessors under such Real Property by the Borrower or any Restricted Subsidiary as lessor, licensor or similar capacity, tangible assets; and (iii) each Contractual Obligation by the Borrower or any Restricted SubsidiaryLiens specifically identified on the Schedule 5.12(c) of the ▇▇▇▇ Disclosure Letter. The tangible assets of the ▇▇▇▇ Group Companies: (A) constitute all of the tangible assets that are currently being used for the operation of the businesses of the ▇▇▇▇ Group Companies as they are now conducted, whether contingent or otherwiseand taken together, to sell or lease such Real Property. are adequate and sufficient for the operation of the businesses of the ▇▇▇▇ Group Companies as currently conducted; and (eB) All Material Owned Real Property is insured pursuant to policies and other bonds which are valid and in full force and effect and which provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of each such Loan Party have been maintained in accordance with prudent business practice generally applicable accepted industry practice, are in good operating condition and repair, ordinary wear and tear excepted, and are adequate and suitable for the industry of the Borrower and its Restricted Subsidiariesuses to which they are being put, in each case, in all material respects.

Real Properties. (a) The Borrower and each Restricted Subsidiary has good, insurable, exclusive, legal and marketable fee simple title to the owned Real Property and the valid and enforceable power and unqualified right to use and sell, transfer, convey or assign such Real Property, and valid leasehold interests in the Material Real Property Leases, in each case free and clear of all Liens, except for Permitted Liens. (b) Each Material Real Property Lease is in full force and effect. Neither the Borrower nor any Restricted Subsidiary, nor, to the knowledge of the Loan Parties, any other Person, is in breach or violation of, or default under, any Material Real Property Lease, and no event has occurred and no circumstance exists which, if not remedied, would result in such a breach, violation or default (with or without notice or lapse of time, or both), in each case except to the extent such breach, violation or default could not reasonably be expected to result in a Material Adverse Effect. The Borrower and each Restricted Subsidiary will comply with, and will cause its Real Property and all improvements thereon to be operated, maintained and repaired in compliance with, the requirements of each applicable Real Property lease, except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effect. (c) The Material Owned Real Property (if any) is in compliance in all material respects with all applicable legal requirements and fire, health, building, use, occupancy, subdivision and zoning laws. There do not exist any actual or, to the knowledge of the Loan Parties, threatened condemnation or eminent domain proceedings that affect any Material Owned Real Property or any part thereof, and neither the Borrower nor any Subsidiary has received any notice of the intention of any Governmental Authority or other Person to take or use any Material Owned Real Property or any part thereof of interest therein. (d) Schedule 5.18 sets forth a complete and accurate list as of the Closing Date (i) of all Real Property owned in fee simple by the Loan Parties with a fair market value in excess of $2,500,000 (collectively, the “Material Owned Real Property”), or in which the Borrower or any Restricted Subsidiary owns or holds a leasehold or similar interest where assets with a fair market value in excess of $500,000 1,000,000 are located, whether by lease, sublease, license or any other similar contractual arrangement under which the Borrower or any Restricted Subsidiary occupies or uses any Real Property (together with each amendment, modification, restatement or supplement thereto collectively, the “Material Real Property Leases”), with the current location of each such Real Property by street address, including the county, state and other relevant jurisdictions, and the landlord with respect thereto andthereto, where applicable, each lessee, licensee, sublessee or other occupant thereof, and (ii) any lease, sublease, license or sublicense of such Real Property by the Borrower or any Restricted Subsidiary as lessor, licensor or similar capacity, and (iii) each Contractual Obligation by the Borrower or any Restricted Subsidiary, whether contingent or otherwise, to sell or lease such Real Property. (e) All Material Owned Real Property is insured pursuant to policies and other bonds which are valid and in full force and effect and which provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of each such Loan Party in accordance with prudent business practice in the industry of the Borrower and its Restricted Subsidiaries.

Real Properties. (aThe Company and its Subsidiaries do not own any real property. Section 3.01(p) The Borrower and each Restricted Subsidiary has good, insurable, exclusive, legal and marketable fee simple title to the owned Real Property and the valid and enforceable power and unqualified right to use and sell, transfer, convey or assign such Real Property, and valid leasehold interests in the Material Real Property Leases, in each case free and clear of all Liens, except for Permitted Liens. (b) Each Material Real Property Lease is in full force and effect. Neither the Borrower nor any Restricted Subsidiary, nor, to the knowledge of the Loan Parties, any other Person, is in breach or violation of, or default under, any Material Real Property Lease, and no event has occurred and no circumstance exists which, if not remedied, would result in such a breach, violation or default (with or without notice or lapse of time, or both), in each case except to the extent such breach, violation or default could not reasonably be expected to result in a Material Adverse Effect. The Borrower and each Restricted Subsidiary will comply with, and will cause its Real Property and all improvements thereon to be operated, maintained and repaired in compliance with, the requirements of each applicable Real Property lease, except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effect. (c) The Material Owned Real Property (if any) is in compliance in all material respects with all applicable legal requirements and fire, health, building, use, occupancy, subdivision and zoning laws. There do not exist any actual or, to the knowledge of the Loan Parties, threatened condemnation or eminent domain proceedings that affect any Material Owned Real Property or any part thereof, and neither the Borrower nor any Subsidiary has received any notice of the intention of any Governmental Authority or other Person to take or use any Material Owned Real Property or any part thereof of interest therein. (d) Company Disclosure Schedule 5.18 sets forth a true, correct and complete and accurate list as of the Closing Date (i) location of all Real Property owned in fee simple by the Loan Parties with a fair market value in excess of $2,500,000 leased real property (collectively, the “Material Owned Leased Real Property”), ) leased to or in which by the Borrower Company or any Restricted Subsidiary owns or holds one of its Subsidiaries pursuant to a leasehold or similar interest where assets with a fair market value in excess of $500,000 are located, whether by lease, sublease, license or any other similar contractual arrangement under which the Borrower or any Restricted Subsidiary occupies or uses any Real Property agreement (together with each amendment, modification, restatement or supplement thereto collectively, the “Material Real Property Leases”). True and complete copies of all Leases have been made available to Parent prior to the date of this Agreement. Each of the Company and its Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, has valid and subsisting leasehold or sublease interests or similar contract rights under valid agreements relating to all of its Leased Real Properties, to the extent necessary for the conduct of its business as currently conducted. Each of the Company and its Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, has complied in all material respects with the current location terms of each such Real Property by street addressall Leases to which it is a party, including and all Leases to which the county, state and other relevant jurisdictions, the landlord with respect thereto and, where applicable, each lessee, licensee, sublessee or other occupant thereof, (ii) any lease, sublease, license or sublicense of such Real Property by the Borrower Company or any Restricted Subsidiary as lessor, licensor or similar capacity, and (iii) each Contractual Obligation by the Borrower or any Restricted Subsidiary, whether contingent or otherwise, to sell or lease such Real Property. (e) All Material Owned Real Property of its Subsidiaries is insured pursuant to policies and other bonds which a party are valid and binding, in full force and effect and which provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of each such Loan Party enforceable in accordance with prudent business practice their terms. Neither the Company nor any Subsidiary is in breach of or default under the terms of and Lease and, to the Knowledge of the Company, no other party to any Lease is in breach of or default under the terms of any Lease. Neither the Company nor any of its Subsidiaries has received any written notice of any event or occurrence that has resulted or could reasonably result (with or without the giving of notice, the lapse of time or both) in an event of default with respect to any Lease to which it is a party. The Leased Real Property constitutes all of the real property used by the Company and its Subsidiaries in the industry operation of the Borrower and business. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the consummation of the Merger shall not require the consent of any party to any of the leases or subleases to which the Company or any of its Restricted SubsidiariesSubsidiaries are a party.

Real Properties. (a) The Borrower Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, (i) the Company or one of its subsidiaries, as the case may be, holds good and each Restricted Subsidiary has good, insurable, exclusive, legal and marketable valid fee simple title to all real property owned in fee by the owned Real Property Company or any of its subsidiaries as of the date of this Agreement and material to the valid business of the Company and enforceable power and unqualified right to use and sellits subsidiaries (collectively, transfer, convey or assign such the "Company Owned Real Property"), and valid leasehold interests in the Material Real Property Leases, in each case free and clear of all Liens, except for Company Permitted LiensLiens (subject to any state of facts an accurate survey would show, provided same does not prohibit or materially impair the current use and operation of such parcel of such Company Owned Real Property) and (ii) there are no outstanding options or rights of first refusal or offer to purchase or lease the Company Owned Real Property. (b) Each Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, (i) each agreement under which the Company or any of its subsidiaries is, as of the date of this Agreement, the landlord, sublandlord, tenant, subtenant or occupant that have not been terminated or expired as of the date of this Agreement and are material to the business of the Company and its subsidiaries, taken as a whole (each a "Company Real Property Lease is Lease"), is, with respect to the Company or the applicable subsidiary of the Company, a valid and subsisting agreement in full force and effect. Neither effect and constitutes a valid, binding and enforceable obligation of the Borrower nor Company or the applicable subsidiary of the Company, subject to the Bankruptcy and Equity Exception and (ii) the Company has not received any Restricted Subsidiary, written notice of termination or cancellation of or of a breach or default under any Company Real Property Lease that remains uncured as of the date of this Agreement nor, to the knowledge of the Loan PartiesCompany, has any other Personevent occurred which, is in with notice or lapse of time or both, would constitute a breach or violation of, or default under, under any Material such Company Real Property Lease, and no event has occurred and no circumstance exists which, if not remedied, would result in or permit the termination or cancellation of any such a breach, violation or default (with or without notice or lapse of time, or both), in each case except to the extent such breach, violation or default could not reasonably be expected to result in a Material Adverse Effect. The Borrower and each Restricted Subsidiary will comply with, and will cause its Company Real Property and all improvements thereon to be operated, maintained and repaired in compliance with, the requirements of each applicable Real Property lease, except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse EffectLease. (c) The Material Company Owned Real Property (if any) is in compliance in all material respects with all applicable legal requirements and fire, health, building, use, occupancy, subdivision and zoning laws. There do not exist any actual or, the Company Leased Real Property are referred to collectively herein as the "Company Real Property." To the knowledge of the Loan PartiesCompany, (i) neither the Company nor any of its subsidiaries has received written notice of any proceedings in eminent domain, threatened condemnation or eminent domain other similar proceedings that affect any Material Owned Real Property or any part thereofare pending, and (ii) the Company has not received written notice threatening any such proceedings, in each case, except for such proceedings as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. To the knowledge of the Company, neither the Borrower Company nor any Subsidiary of its subsidiaries has received any written notice of the intention existence of any Governmental Authority outstanding writ, injunction, decree, order or other Person judgment or of any pending proceeding pertaining to take or use affecting any Material Owned Company Real Property or any part thereof of interest therein. (d) Schedule 5.18 sets forth a complete and accurate list as of the Closing Date (i) of all Real Property owned in fee simple by the Loan Parties with a fair market value in excess of $2,500,000 (collectivelythat would reasonably be expected, the “Material Owned Real Property”), individually or in which the Borrower or any Restricted Subsidiary owns or holds a leasehold or similar interest where assets with a fair market value in excess of $500,000 are located, whether by lease, sublease, license or any other similar contractual arrangement under which the Borrower or any Restricted Subsidiary occupies or uses any Real Property (together with each amendment, modification, restatement or supplement thereto collectively, the “Material Real Property Leases”), with the current location of each such Real Property by street address, including the county, state and other relevant jurisdictions, the landlord with respect thereto and, where applicable, each lessee, licensee, sublessee or other occupant thereof, (ii) any lease, sublease, license or sublicense of such Real Property by the Borrower or any Restricted Subsidiary as lessor, licensor or similar capacity, and (iii) each Contractual Obligation by the Borrower or any Restricted Subsidiary, whether contingent or otherwiseaggregate, to sell or lease such Real Propertyhave a Company Material Adverse Effect. (e) All Material Owned Real Property is insured pursuant to policies and other bonds which are valid and in full force and effect and which provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of each such Loan Party in accordance with prudent business practice in the industry of the Borrower and its Restricted Subsidiaries.

Real Properties. (a) The Borrower and each Restricted Neither the Company nor any Company Subsidiary has good, insurable, exclusive, legal and marketable fee simple title to the owned Real Property and the valid and enforceable power and unqualified right to use and sell, transfer, convey or assign such Real Property, and valid leasehold interests in the Material Real Property Leases, in each case free and clear of all Liens, except for Permitted Liensowns any real property. (b) Each Material Schedule 3.11(b) of the Company Disclosure Schedule sets forth a list, as of the date hereof, of each lease or other agreement under which the Company or any Company Subsidiary has a leasehold interest in any real property (collectively, the “Real Property Lease Leases” and, each individually, a “Real Property Lease”). Correct and complete copies of the Real Property Leases and all material amendments thereto have been made available to the Buyer or its agents by the Company. Except as would not be material to the Business, the Company or the Company Subsidiaries has a valid and subsisting leasehold interest in all the real property which is in full force the subject of each of the respective Real Property Leases set forth on Schedule 3.11(b) of the Company Disclosure Schedule (individually, the “Leased Real Property” and, collectively, the “Leased Real Properties”), subject to Permitted Liens and effect. Neither the Borrower Enforceability Exceptions. (c) Except as would not be material to the Business, neither the Seller, the Company nor any Restricted Subsidiarythe Company Subsidiaries, nor, to the knowledge Knowledge of the Loan PartiesCompany, any other Personparty, is in breach or violation of, or default under, (after expiration of applicable notice and cure periods) under any Material of the Real Property LeaseLeases and none of the Seller, and no the Company or the Company Subsidiaries has received any notice of any default or event has occurred and no circumstance exists whichthat, if not remedied, would result in such a breach, violation or default (with or without notice or lapse of time, or both), in each case except to the extent such breach, violation or would constitute a default could not reasonably be expected to result in a Material Adverse Effect. The Borrower and each Restricted Subsidiary will comply with, and will cause its under any Real Property and all improvements thereon to be operated, maintained and repaired in compliance with, the requirements of each applicable Real Property lease, except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effect. (c) The Material Owned Real Property (if any) is in compliance in all material respects with all applicable legal requirements and fire, health, building, use, occupancy, subdivision and zoning laws. There do not exist any actual or, to the knowledge of the Loan Parties, threatened condemnation or eminent domain proceedings that affect any Material Owned Real Property or any part thereof, and neither the Borrower nor any Subsidiary has received any notice of the intention of any Governmental Authority or other Person to take or use any Material Owned Real Property or any part thereof of interest thereinLease. (d) Schedule 5.18 sets forth a complete and accurate list Since the Reference Date, neither the Seller, the Company nor the Company Subsidiaries has received written notice that any of the Leased Real Properties is subject to any judgment to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor and, to the Knowledge of the Company, as of the Closing Date (i) of all Real Property owned in fee simple by the Loan Parties with a fair market value in excess of $2,500,000 (collectivelydate hereof, the “Material Owned Real Property”)no such condemnation, expropriation or in which the Borrower taking has been proposed or any Restricted Subsidiary owns or holds a leasehold or similar interest where assets with a fair market value in excess of $500,000 are located, whether by lease, sublease, license or any other similar contractual arrangement under which the Borrower or any Restricted Subsidiary occupies or uses any Real Property (together with each amendment, modification, restatement or supplement thereto collectively, the “Material Real Property Leases”), with the current location of each such Real Property by street address, including the county, state and other relevant jurisdictions, the landlord with respect thereto and, where applicable, each lessee, licensee, sublessee or other occupant thereof, (ii) any lease, sublease, license or sublicense of such Real Property by the Borrower or any Restricted Subsidiary as lessor, licensor or similar capacity, and (iii) each Contractual Obligation by the Borrower or any Restricted Subsidiary, whether contingent or otherwise, to sell or lease such Real Propertyis contemplated. (e) All Material Owned Real Property is insured pursuant to policies and other bonds which are valid and in full force and effect and which provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of each such Loan Party in accordance with prudent business practice in the industry of the Borrower and its Restricted Subsidiaries.

Real Properties. (a) The Borrower Company does not own and each Restricted Subsidiary has good, insurable, exclusive, legal and marketable fee simple title to the not ever owned Real Property and the valid and enforceable power and unqualified right to use and sell, transfer, convey or assign such Real Property, and valid leasehold interests in the Material Real Property Leases, in each case free and clear of all Liens, except for Permitted Liensany real property. (b) Each Material Schedule 4.11(b) contains a complete and accurate list of all leases (collectively, the “Real Property Leases”) of the Company which represents all parcels of real estate leased, occupied or otherwise used by the Company (the “Leased Real Property”). The Company has made available to Buyer true and correct copies of the Real Property Leases, including all modifications, amendments and supplements thereto. (c) Except as set forth on Schedule 4.11(c): (i) to the Knowledge of the Company, the Company has valid leaseholds in the Leased Real Property; (ii) to the Knowledge of the Company, there are no facts that could reasonably be expected to materially and adversely affect the possession, use, or occupancy of the Leased Real Property; (iii) each Real Property Lease is in full force and effect. Neither effect in all material respects; (iv) the Borrower Company is not in material breach or material default under any of the Real Property Leases, nor to the Knowledge of the Company has any Restricted Subsidiaryevent occurred which, norwith the passage of time or notice, or both, would constitute a material default by the Company thereunder or a violation by the Company of the terms (or permit the termination) thereof, and none of the Transactions will constitute or create a default, event of default, or right of termination thereunder; and (v) the Company has not subleased, and to the Knowledge of the Company, no other Person is in possession of, or has the right of use or occupancy of any portion of, any of the Leased Real Property, and the Company has not received written notice that any part of any of the Leased Real Property has been condemned or otherwise taken by any Governmental Entity and, to the knowledge of the Loan PartiesCompany’s Knowledge, any other Person, is in breach or violation of, or default under, any Material Real Property Lease, and no event has occurred and no circumstance exists which, if not remedied, would result in such a breach, violation or default (with or without notice or lapse of time, or both), in each case except to the extent such breach, violation or default could not reasonably be expected to result in a Material Adverse Effect. The Borrower and each Restricted Subsidiary will comply with, and will cause its Real Property and all improvements thereon to be operated, maintained and repaired in compliance with, the requirements of each applicable Real Property lease, except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effect. (c) The Material Owned Real Property (if any) is in compliance in all material respects with all applicable legal requirements and fire, health, building, use, occupancy, subdivision and zoning laws. There do not exist any actual or, to the knowledge of the Loan Parties, threatened condemnation or eminent domain proceedings that affect any Material Owned Real Property taking is threatened or any part thereof, and neither the Borrower nor any Subsidiary has received any notice of the intention of any Governmental Authority or other Person to take or use any Material Owned Real Property or any part thereof of interest thereincontemplated. (d) Schedule 5.18 sets forth a complete and accurate list as of the Closing Date (i) of all Real Property owned in fee simple by the Loan Parties with a fair market value in excess of $2,500,000 (collectively, the “Material Owned Real Property”), or in which the Borrower or any Restricted Subsidiary owns or holds a leasehold or similar interest where assets with a fair market value in excess of $500,000 are located, whether by lease, sublease, license or any other similar contractual arrangement under which the Borrower or any Restricted Subsidiary occupies or uses any Real Property (together with each amendment, modification, restatement or supplement thereto collectively, the “Material Real Property Leases”), with the current location of each such Real Property by street address, including the county, state and other relevant jurisdictions, the landlord with respect thereto and, where applicable, each lessee, licensee, sublessee or other occupant thereof, (ii) any lease, sublease, license or sublicense of such Real Property by the Borrower or any Restricted Subsidiary as lessor, licensor or similar capacity, and (iii) each Contractual Obligation by the Borrower or any Restricted Subsidiary, whether contingent or otherwise, to sell or lease such Real Property. (e) All Material Owned Real Property is insured pursuant to policies and other bonds which are valid and in full force and effect and which provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of each such Loan Party in accordance with prudent business practice in the industry of the Borrower and its Restricted Subsidiaries.