Common use of Real Property; Leased Real Property Clause in Contracts

Real Property; Leased Real Property. (a) SCHEDULE 1.1(a)(i) contains a complete and correct list of each parcel of Real Property to be acquired by Purchaser; SCHEDULE 5.10.1 includes the legal descriptions of each parcel of Real Property described in SCHEDULE 1.1(a)(i). Sellers and Chatham Real Properties, Inc. ("CRP") have good, clear and marketable fee simple title to the Real Property, free and clear of all mortgages, security interests, liens, deeds of trust, leases, tenancies, covenants, claims, charges, encumbrances of any nature whatsoever, and purchase options and other rights to or against such property, other than Permitted Encumbrances. All documents evidencing mortgages, security interests, liens, claims, charges, or other encumbrances of any nature whatsoever upon the Real Property which are Permitted Encumbrances are described on SCHEDULE 1.1(l) and copies thereof have been made available to Purchaser. The conveyance of the Real Property to Purchaser shall not cause a breach, default, or event of default under any of the Real Property Leases. (b) SCHEDULE 1.1(a)(ii) contains a complete and correct list of each Contract with regard to each parcel of Leased Real Property used in the Furniture Business. Complete and correct copies of each lease listed on SCHEDULE 1.1(a)(ii) and any amendments, extensions and renewals thereof have been made available to Purchaser (the "Real Property Leases"). Sellers hereby represent that they are the lessee under each of the Real Property Leases. Each Real Property Lease is in full force and effect and there is no existing default or event of default, real or claimed, or event which with notice or lapse of time or both would constitute a default thereunder by Sellers or, to the knowledge of Sellers, any other party to such Real Property Leases. Except for Permitted Encumbrances, or as described in SCHEDULE 5.10.2, Sellers' interest in the Real Property Leases is free and clear of any mortgages and liens, and is not subject to any deeds of trust, assignments, subleases, or rights of any third parties known to or created or permitted by Sellers other than the lessor thereof or any mortgagees of such lessor. The assignment of any of the Leased Real Property to Purchaser shall not cause the lease terms to be renegotiated, permit the landlord to accelerate the rent, or cause a breach, default, or event of default under any lease or, to Sellers' knowledge, any mortgage of lessor relating to such parcel except for those leases or mortgages identified on SCHEDULE 5.10.2 as requiring consents. (c) Other than with respect to the Environmental Condition of and Environmental Liabilities relating to the Real Property and the Facility, all improvements on the Real Property, the Leased Real Property and the Facility conform to all applicable state and local laws, use restrictions, building ordinances, and health and safety ordinances the noncompliance with which would have a Material Adverse Effect, and the Real Property, the Leased Real Property and the Facility are presently being used in substantial compliance with applicable zoning and building ordinances, if any. Other than with respect to the Environmental Condition of and Environmental Liabilities relating to the Real Property and the Facility, and other than as set forth on SCHEDULE 5.10.3, Sellers have obtained all permits required for the present use of the Real Property, the Leased Real Property and the Facility, all of which are currently in full force and effect. (d) Neither Seller has received any written notice of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting the Real Property or the Leased Real Property. Except as disclosed in SCHEDULE 5.10.1, Sellers have not received notice of any contemplated or actual reassessment of the Real Property or any part thereof for general real estate purposes. No assessment for public improvements, impact fees or similar exactions have been made against the Real Property that remain unpaid. (e) There is no default or breach by either Seller nor, to Sellers' knowledge, by any other party thereto, under any covenants, conditions, restrictions or easements which may affect the Real Property or the Leased Real Property or any portion or portions thereof which are to be performed or complied with by the owner of the Real Property or the Leased Real Property, and no condition or circumstance exists which, with the giving of notice or the passage of time, or both, would constitute a default or breach by either Seller nor, to Sellers' knowledge, by any other party thereto, under any such covenants, conditions, restrictions, rights-of-way or easements. (f) Except as set forth in the Surveys, the environmental reports described on SCHEDULE 5.14.1, or the insurance policies set forth on SCHEDULE 5.13.1, neither Seller has received any written notice from any applicable governmental authority that the Real Property or Leased Real Property lies within any area or designation by any other governmental or quasi-governmental authority as an area subject to environmental, archaeological or other regulation that would materially affect the current use of the Real Property or Leased Real Property. (g) There are no outstanding bills, invoices, commissions, charges, fees or expenses owing, accrued or incurred with respect to the Real Property or the Leased Real Property arising by, through or under either Seller that have not been paid prior to the date of Closing or accrued for or reserved against on the Closing Date Working Capital Schedule for the Furniture Business. At Closing there will be: no mechanics', materialmen's or laborers liens against the Real Property or the Leased Real Property, other than those statutory liens with respect to goods, services and/or labor provided which payment is not yet due but are accrued for or reserved against on the Closing Date Working Capital Schedule for the Furniture Business. At Closing, other than for items accrued for or reserved against on the Closing Date Working Capital Schedule for the Furniture Business or subject to proration pursuant to SECTION 10.4, there will be: no claims for labor, services profit or material furnished for constructing, repairing or improving the Real Property or the Leased Real Property that remain unpaid; no unpaid income, property use or sales taxes that constitute a lien against the Real Property or the Leased Real Property or could with the passage of time constitute a lien against the Real Property or the Leased Real Property; and no chattel liens, conditional sales contracts, outstanding leasing commissions, or security interests affecting the Real Property or the Leased Real Property.

Real Property; Leased Real Property. The representations and warranties set forth in this Section 4.10 shall not apply to the UK Entities. (a) SCHEDULE 1.1(a)(iSchedule 4.10(a) contains a complete true and correct list ---------------- of each parcel of real property owned by a Target (the "Real Property to be acquired by Purchaser; SCHEDULE 5.10.1 includes the legal descriptions of each parcel of Real Property described in SCHEDULE 1.1(a)(i). Sellers and Chatham Real Properties, Inc. ("CRPProperty") have good, clear and ------------- a summary description of all plants and structures located thereon. Each Target owns good and marketable fee simple title to the its Real Property, Property free and clear of all mortgages, security interests, liens, deeds of trust, leases, tenancies, covenants, claims, charges, encumbrances of any nature whatsoever, and purchase options and other rights to or against such property, other than Liens except for Permitted Encumbrances. All documents evidencing mortgagesExcept as set forth on Schedule 4.10(a), security interestsno Target has granted, liensand no party has, claims, charges, any right or other encumbrances of any nature whatsoever upon option to acquire or occupy the Real Property which are Permitted Encumbrances are described on SCHEDULE 1.1(l) and copies or any portion thereof have been made available to other than Purchaser. The conveyance of the Real Property to Purchaser shall not cause a breach, default, or event of default under any of the Real Property Leases. (b) SCHEDULE 1.1(a)(iiThe Real Property is in compliance with all laws, rules, regulations, and ordinances, including, without limitation, zoning and building codes. (c) contains Each Target, as applicable, and the Real Property are in material compliance with all Liens, encumbrances, easements, restrictions, and other matters of record affecting the Real Property, and no Target has received any notice alleging any default under any of such Liens, encumbrances, easements, restrictions, or other matters. (d) Each Target has obtained all Permits necessary to operate the business currently being conducted on its respective Real Property. All such Permits are valid and in full force and effect and each Target has paid any fees that are currently due in connection therewith. Seller has not received any notice alleging a violation under any of such Permits. The consummation of the transactions provided for herein will not violate the terms of, or create a default or event of default under, any such Permit or require the consent of any other party in order to avoid a violation or default. (e) The Targets have not received any written notice of any pending or threatened condemnation, eminent domain, expropriation or other similar proceedings affecting any of the Real Property. (f) The Real Property abuts public rights-of-way and has direct access thereto or, if access is provided across adjoining property, such access is provided by means of valid, existing and insurable easement benefiting the Real Property. (g) Attached hereto as Schedule 4.10(g) is a complete ---------------- and correct accurate list of each Contract with regard the leases (including any and all modifications thereof) of a Target related to each parcel of Leased Real Property used in the Furniture Business. Complete and correct copies of each lease listed on SCHEDULE 1.1(a)(ii) and any amendments, extensions and renewals thereof have been made available to Purchaser real property (the "Real Property Leases"). Sellers hereby represent that they are the lessee under each of the Real Property Leases. -------------------- Each Real Property Lease is legal, valid, binding and enforceable by the respective Target and is in full force and effect effect, except as such enforceability against a third party may be limited by the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights and remedies of creditors, and the effects of general principles of equity, whether applied by a court of law or equity. Seller has delivered true, correct and complete copies of all Real Property Leases, together with any and all modifications thereto, to Purchaser. Except as set forth in Schedule 4.10(g), the respective Target owns all of the lessee's or ---------------- tenant's interest under the Real Property Leases and has not assigned, pledged or otherwise hypothecated any such interest. There are no defaults under the Real Property Leases by a Target or, to the Seller's knowledge, the lessor or landlord thereunder, and there is are no existing default or event of default, real or claimed, or event events which with notice or lapse the passage of time or both would constitute notice, or both, will create a default thereunder by Sellers a Target or, to the knowledge of SellersSeller's knowledge, any other party to such Real Property Leases. Except for Permitted EncumbrancesThe Targets have not received any notice alleging any default under any of the Real Property Leases, and there are no brokerage or leasing commissions, or as described any similar charges or commissions, due in SCHEDULE 5.10.2, Sellers' interest in connection with any of the Real Property Leases is free and clear of any mortgages and lienswhich will be binding on Purchaser after Closing. Except as described on Schedule 4.10(g), and is not subject to any deeds of trust, assignments, subleases, or rights of any third parties known to or created or permitted by Sellers other than the lessor thereof or any mortgagees of such lessor. The assignment of any consummation of the Leased Real Property to Purchaser shall ---------------- transactions provided for herein will not cause the lease terms to be renegotiated, permit the landlord to accelerate the rent, create or cause constitute a breach, default, default or event of default under any such lease or, or require the consent of any other party to Sellers' knowledge, any mortgage such lease to avoid a default or event of lessor relating to such parcel except for those leases or mortgages identified on SCHEDULE 5.10.2 as requiring consentsdefault. (ch) Other than Each property which comprises a portion of the Real Property complies with respect to all applicable subdivision and/or platting requirements, and there are no material structural or other defects, latent or otherwise, in any of the Environmental Condition of improvements. The Targets have not received any notice alleging any defect or deficiencies therein. (i) All contractors, subcontractors and Environmental Liabilities relating other persons or entities furnishing work, labor, materials or supplies to the Real Property and the Facilityhave been paid in full and, all improvements on the Real Propertyother than routine ongoing charges, the Leased Real Property and the Facility conform to all applicable state and local laws, use restrictions, building ordinances, and health and safety ordinances the noncompliance with which would have a Material Adverse Effect, and the Real Property, the Leased Real Property and the Facility there are presently being used in substantial compliance with applicable zoning and building ordinances, if any. Other than with respect to the Environmental Condition of and Environmental Liabilities relating to no claims against the Real Property and or the Facility, and other than as set forth on SCHEDULE 5.10.3, Sellers Targets in connection therewith. (j) Neither Seller nor Target have obtained received any notice of the expropriation of all permits required for the present use or any of the Real Property, the Leased Real Property and the Facility, all of which such parties are currently in full force and effect. (d) Neither Seller has received any written notice not aware of any expropriation proceeding pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning against or subdivision changes, or other adverse claims affecting the Real Property or the Leased Real Property. Except as disclosed in SCHEDULE 5.10.1, Sellers have not received notice of any contemplated or actual reassessment of the Real Property or any part thereof for general real estate purposes. No assessment for public improvements, impact fees nor of any discussions or similar exactions have been made against the Real Property that remain unpaidnegotiations which could lead to any such expropriation. (ek) There is are no default agreements, undertakings or breach by either Seller norother documents which affect or relate to the title to, to Sellers' knowledge, by any other party thereto, under any covenants, conditions, restrictions or easements which may affect the Real Property or the Leased Real Property or any portion or portions thereof which are to be performed or complied with by the owner ownership of the Real Property or other than those registered on title against the Leased Real Property, and no condition or circumstance exists which, with the giving of notice or the passage of time, or both, would constitute a default or breach by either Seller nor, to Sellers' knowledge, by any other party thereto, under any such covenants, conditions, restrictions, rights-of-way or easements. (f) Except as set forth in the Surveys, the environmental reports described on SCHEDULE 5.14.1, or the insurance policies set forth on SCHEDULE 5.13.1, neither Seller has received any written notice from any applicable governmental authority that the Real Property or Leased Real Property lies within any area or designation by any other governmental or quasi-governmental authority as an area subject to environmental, archaeological or other regulation that would materially affect the current use of the Real Property or Leased Real Property. (gl) There are no outstanding billsTarget has not entered into any agreement to sell, invoicestransfer, commissionsencumber, chargesor otherwise dispose of or impair its right, fees or expenses owing, accrued or incurred with respect title and interest in and to the Real Property or the Leased Real Property arising byair, through or under either Seller that have not been paid prior density and easement rights relating to the date Real Property. (m) All accounts for work and services performed or materials placed or furnished upon or in respect of Closing the construction and completion of any of the buildings, improvements or accrued for or reserved against other structures constructed on the Closing Date Working Capital Schedule for the Furniture Business. At Closing there will be: no mechanics', materialmen's or laborers liens against the Real Property have been fully paid and no one is entitled to claim a lien under the Construction Lien Act (Ontario), or the Leased Real Propertysimilar U.S. or UK laws, or other than those statutory liens with respect to goodssimilar legislation for such work performed by or on behalf of Canada Label, services and/or labor provided which payment is Mail-Well Label USA, Inc., or Mail-Well Holdings Limited and subsidiaries thereof. (n) Canada Target has not yet due but are accrued made application for or reserved against on the Closing Date Working Capital Schedule for the Furniture Business. At Closing, other than for items accrued for or reserved against on the Closing Date Working Capital Schedule for the Furniture Business or subject to proration pursuant to SECTION 10.4, there will be: no claims for labor, services profit or material furnished for constructing, repairing or improving a rezoning of any of the Real Property and Canada Label has no actual knowledge of any pending change without obligation to inquire of any owners or the Leased Real Property that remain unpaid; no unpaid incomeusers or neighboring real properties of any Governmental Authority, property use or sales taxes that constitute a lien against the Real Property or the Leased Real Property or could with the passage of time constitute a lien against the Real Property or the Leased Real Property; and no chattel liens, conditional sales contracts, outstanding leasing commissions, or security interests to any zoning affecting the Real Property or the Leased Real Property. (o) Canada Target's Real Property located in the Province of Quebec does not form part of an immovable complex within the meaning of the "Act respecting the Regie du Logement" (Quebec). (p) No part of Canada Target's Real Property located in the Province of Quebec is located within a designated agricultural region under the "Act to Preserve Agricultural Land" (Quebec). (q) No part of Canada Target's Real Property located in the Province of Quebec is subject to any restriction under the "Cultural Property Act" (Quebec).

Real Property; Leased Real Property. (a) SCHEDULE 1.1(a)(i) contains a complete and correct list of each parcel of Real Property to be acquired by Purchaser; SCHEDULE 5.10.1 includes the legal descriptions of each parcel of Real Property described in SCHEDULE 1.1(a)(i). Sellers and Chatham Real Properties, Inc. ("CRP") have good, clear and marketable fee simple title to the Real Property, free and clear of all mortgages, security interests, liens, deeds of trust, leases, tenancies, covenants, claims, charges, encumbrances of any nature whatsoever, and purchase options and other rights to or against such property, other than Permitted Encumbrances. All documents evidencing mortgages, security interests, liens, claims, charges, or other encumbrances of any nature whatsoever upon the Real Property which are Permitted Encumbrances are described on SCHEDULE 1.1(l) and copies thereof have been made available to Purchaser. The conveyance Section 4.07 of the Real Property to Purchaser shall not cause a breach, default, or event of default under any Disclosure Schedules sets forth the address of the Real Property Leases. (b) SCHEDULE 1.1(a)(ii) contains a complete and correct list of each Contract with regard to each parcel of Leased Real Property used in the Furniture Business. Complete and correct copies a true and complete list of each lease listed on SCHEDULE 1.1(a)(ii) and any amendments, extensions and renewals thereof have been made available to Purchaser (the "all Real Property Leases")Leases for the Leased Real Property. Sellers hereby represent that they are Except as set forth in Section 4.07 of the lessee under Disclosure Schedules, Seller does not lease, sublease, license or occupy any real property in connection with its operation of the Facility. Except as set forth in Section 4.07 of the Disclosure Schedules, with respect to each of the Real Property Leases. Each Leases for the Leased Real Property: (i) Seller has a valid Leasehold Interest in the Leased Real Property; (ii) such Real Property Lease is legal, valid, binding and enforceable in accordance with its terms and in full force and effect and there is no existing has not been modified; (iii) the transactions contemplated hereby do not require the consent of any other party to such Real Property Lease and will not result in a breach of or default or event of default, real or claimedunder such Real Property Lease, or event which with notice or lapse of time or both would constitute a default thereunder by Sellers orotherwise cause such Real Property Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iv) neither Seller nor, to the knowledge of SellersSeller, any other party to such Real Property Leases. Except for Permitted Encumbrances, Lease is in breach or as described default in SCHEDULE 5.10.2, Sellers' interest in the any material respect under such Real Property Leases is free and clear of any mortgages and liens, and is not subject to any deeds of trust, assignments, subleases, or rights of any third parties known to or created or permitted by Sellers other than the lessor thereof or any mortgagees of such lessor. The assignment of any of the Leased Real Property to Purchaser shall not cause the lease terms to be renegotiated, permit the landlord to accelerate the rent, or cause a breach, default, or event of default under any lease or, to Sellers' knowledge, any mortgage of lessor relating to such parcel except for those leases or mortgages identified on SCHEDULE 5.10.2 as requiring consents. (c) Other than with respect to the Environmental Condition of and Environmental Liabilities relating to the Real Property and the Facility, all improvements on the Real Property, the Leased Real Property and the Facility conform to all applicable state and local laws, use restrictions, building ordinances, and health and safety ordinances the noncompliance with which would have a Material Adverse Effect, and the Real Property, the Leased Real Property and the Facility are presently being used in substantial compliance with applicable zoning and building ordinances, if any. Other than with respect to the Environmental Condition of and Environmental Liabilities relating to the Real Property and the Facility, and other than as set forth on SCHEDULE 5.10.3, Sellers have obtained all permits required for the present use of the Real Property, the Leased Real Property and the Facility, all of which are currently in full force and effect. (d) Neither Seller has received any written notice of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting the Real Property or the Leased Real Property. Except as disclosed in SCHEDULE 5.10.1, Sellers have not received notice of any contemplated or actual reassessment of the Real Property or any part thereof for general real estate purposes. No assessment for public improvements, impact fees or similar exactions have been made against the Real Property that remain unpaid. (e) There is no default or breach by either Seller nor, to Sellers' knowledge, by any other party thereto, under any covenants, conditions, restrictions or easements which may affect the Real Property or the Leased Real Property or any portion or portions thereof which are to be performed or complied with by the owner of the Real Property or the Leased Real Property, Lease and no condition event has occurred or circumstance exists which, with the giving delivery of notice or the notice, passage of time, time or both, would constitute such a breach or default or breach by either permit the termination, modification or acceleration of rent under such Real Property Lease; and (v) Seller nor, to Sellers' knowledge, by has not collaterally assigned or granted any other party thereto, under security interest in any such covenants, conditions, restrictions, rights-of-way Real Property Lease or easements. (f) Except as set forth in the Surveys, the environmental reports described on SCHEDULE 5.14.1, or the insurance policies set forth on SCHEDULE 5.13.1, neither any interest therein. Seller has received any written notice from any applicable governmental authority that the provided a true and complete copy of each Real Property or Leased Real Property lies within any area or designation by any other governmental or quasi-governmental authority as an area subject Lease and all amendments thereto to environmental, archaeological or other regulation that would materially affect the current use of the Real Property or Leased Real PropertyBuyer. (g) There are no outstanding bills, invoices, commissions, charges, fees or expenses owing, accrued or incurred with respect to the Real Property or the Leased Real Property arising by, through or under either Seller that have not been paid prior to the date of Closing or accrued for or reserved against on the Closing Date Working Capital Schedule for the Furniture Business. At Closing there will be: no mechanics', materialmen's or laborers liens against the Real Property or the Leased Real Property, other than those statutory liens with respect to goods, services and/or labor provided which payment is not yet due but are accrued for or reserved against on the Closing Date Working Capital Schedule for the Furniture Business. At Closing, other than for items accrued for or reserved against on the Closing Date Working Capital Schedule for the Furniture Business or subject to proration pursuant to SECTION 10.4, there will be: no claims for labor, services profit or material furnished for constructing, repairing or improving the Real Property or the Leased Real Property that remain unpaid; no unpaid income, property use or sales taxes that constitute a lien against the Real Property or the Leased Real Property or could with the passage of time constitute a lien against the Real Property or the Leased Real Property; and no chattel liens, conditional sales contracts, outstanding leasing commissions, or security interests affecting the Real Property or the Leased Real Property.

Real Property; Leased Real Property. (a) SCHEDULE 1.1(a)(iSchedule 5.6(a) contains a complete true and correct list of each parcel of Real Property to be acquired by Purchaser; SCHEDULE 5.10.1 includes the legal descriptions and a summary description of each parcel of Real Property described in SCHEDULE 1.1(a)(i)all buildings and structures located thereon. Sellers and Chatham Real Properties, Inc. ("CRP") have good, clear good and marketable fee simple title to the Real Property, free and clear of all mortgages, security interests, liens, deeds of trust, leases, tenancies, covenants, claims, charges, encumbrances of any nature whatsoever, and purchase options and other rights to or against such property, Liens other than Permitted Encumbrances. All documents evidencing mortgages, security interests, liens, claims, charges, or other encumbrances of any nature whatsoever upon (i) the Real Property which are Permitted Encumbrances are described and (ii) Liens as listed on SCHEDULE 1.1(l) and copies thereof have been made available to Purchaser. The conveyance of the Real Property to Purchaser shall not cause a breach, default, or event of default under any of the Real Property LeasesSchedule 5.6(a). (b) SCHEDULE 1.1(a)(iiSchedule 5.6(b) contains a complete true and correct list of each Contract with regard to each parcel of Leased Real Property used in the Furniture Businessand a summary description of all buildings and structures located on each parcel of Leased Real Property. Complete A true and correct copies copy of each lease listed on SCHEDULE 1.1(a)(ii) and any amendments, extensions and renewals thereof have been made available to Purchaser (the "all Real Property Leases"). Sellers hereby represent that they are the lessee under each of the Real Property LeasesLeases has been provided to Purchaser. Each Real Property Lease is in full force and effect and there is no existing default or event of default, real or claimed, or event which with notice or lapse of time or both would constitute a default thereunder non-monetary Default by Sellers any Seller or, to the knowledge of Sellersany Seller, any other party to such Real Property Leases. Except for Permitted Encumbrances, or as described in SCHEDULE 5.10.2Liens listed on Schedule 5.6(a), Sellers' ’ leasehold interest in the Real Property Leases is free and clear of any mortgages and liensLiens other than Permitted Encumbrances, and is not subject to any deeds of trust, assignments, subleases, or rights of any third parties Third Parties known to or created or permitted by Sellers any Seller other than the lessor thereof or any mortgagees of such lessor. The assignment of any of the Leased Real Property to Purchaser shall not cause the lease terms to be renegotiated, permit the landlord to accelerate the rent, or cause a breach, default, or event of default under any lease or, to Sellers' knowledge, any mortgage of lessor relating to such parcel except for those leases or mortgages identified on SCHEDULE 5.10.2 as requiring consentslessors. (c) Other than with respect to the Environmental Condition of and Environmental Liabilities relating to the Real Property and the Facility, all improvements on the Real Property, the Leased Real Property and the Facility conform to all applicable state and local laws, use restrictions, building ordinances, and health and safety ordinances the noncompliance with which would have a Material Adverse Effect, and the Real Property, the Leased Real Property and the Facility are presently being used in substantial compliance with applicable zoning and building ordinances, if any. Other than with respect to the Environmental Condition of and Environmental Liabilities relating to the Real Property and the Facility, and other than as set forth on SCHEDULE 5.10.3, Sellers have obtained all permits required for the present use of the Real Property, the Leased Real Property and the Facility, all of which are currently in full force and effect. (d) Neither No Seller has received any written notice of any pending or threatened or confirmed or unconfirmed condemnations, eminent domain proceedings, planned public improvements, annexation, special or general assessments, zoning or subdivision changes, or other adverse claims or pending or threatened litigation affecting the Real Property or the Leased Real Property. Except as disclosed in SCHEDULE 5.10.1, Sellers have not received notice of . (d) There is no unrecorded non-governmental restrictive covenant or governmental use restriction (including zoning) on all or any contemplated or actual reassessment portion of the Real Property or any part thereof for general real estate purposes. No assessment for public improvements, impact fees or similar exactions have been made against Leased Real Property which prohibits the current use of the Real Property that remain unpaidand the Leased Real Property. (e) There is No Seller has received written notice of violations in connection with any licenses, permits or approvals required for the occupancy and operation of the Real Property and Leased Real Property (with appurtenant parking uses) as presently being used. (f) No Seller has in its possession or has knowledge of any studies or reports which indicate defects in the design or construction of any of the improvements on the Real Property or the Leased Real Property, nor have Sellers received written notice from any Regulatory Authority of code violations of any Law applicable to the Improvements, Real Property or Leased Real Property. (g) Except as provided in the Real Property Leases, no default Person or breach by either Seller norentity, to Sellers' knowledgeother than Purchaser, by has any right, option, right of first refusal or any other party theretoContract, under whether oral or written, with respect to the purchase, assignment, sublease, or transfer of all or any covenantsportion of the Real Property or Leased Real Property. (h) The Real Property or the Leased Real Property is not subject to or affected by ay special assessment for public improvements or otherwise, conditionswhether or not presently a Lien upon the Real Property or the Leased Real Property. No Regulatory Authority has imposed any requirement that any Seller pay, restrictions directly or easements which may affect indirectly, any special fees or contributions or incur any expenses or obligations in connection with the development of the Real Property or the Leased Real Property or any portion thereof, other than any regular and nondiscriminatory local real estate or portions thereof which are to be performed or complied with by the owner of the Real Property or the Leased Real Property, and no condition or circumstance exists which, with the giving of notice or the passage of time, or both, would constitute a default or breach by either Seller nor, to Sellers' knowledge, by any other party thereto, under any such covenants, conditions, restrictions, rights-of-way or easements. (f) Except as set forth in the Surveys, the environmental reports described on SCHEDULE 5.14.1, or the insurance policies set forth on SCHEDULE 5.13.1, neither Seller has received any written notice from any applicable governmental authority that the Real Property or Leased Real Property lies within any area or designation by any other governmental or quasi-governmental authority as an area subject to environmental, archaeological or other regulation that would materially affect the current use of the Real Property or Leased Real Property. (g) There are no outstanding bills, invoices, commissions, charges, fees or expenses owing, accrued or incurred with respect to the Real Property or the Leased Real Property arising by, through or under either Seller that have not been paid prior to the date of Closing or accrued for or reserved against on the Closing Date Working Capital Schedule for the Furniture Business. At Closing there will be: no mechanics', materialmen's or laborers liens school Taxes assessed against the Real Property or the Leased Real Property. (i) None of the Sellers is a “foreign person” as defined in Section 1445 of the Internal Revenue Code, other than those statutory liens with respect to goods, services and/or labor provided which payment is not yet due but are accrued for or reserved against on the Closing Date Working Capital Schedule for the Furniture Business. At Closing, other than for items accrued for or reserved against on the Closing Date Working Capital Schedule for the Furniture Business or subject to proration pursuant to SECTION 10.4, there will be: no claims for labor, services profit or material furnished for constructing, repairing or improving the Real Property or the Leased Real Property that remain unpaid; no unpaid income, property use or sales taxes that constitute a lien against the Real Property or the Leased Real Property or could with the passage of time constitute a lien against the Real Property or the Leased Real Property; and no chattel liens, conditional sales contracts, outstanding leasing commissions, or security interests affecting the Real Property or the Leased Real Propertyany related regulations.

Real Property; Leased Real Property. (a) SCHEDULE 1.1(a)(i1.1(A)(I) contains a complete and correct list of each parcel of Real Property to be acquired by Purchaser; SCHEDULE 5.10.1 includes the legal descriptions of each parcel of Real Property described in SCHEDULE 1.1(a)(i1.1(A)(I). Sellers and Chatham Real Properties, Inc. ("CRP") have good, clear and marketable fee simple title to the Real Property, free and clear of all mortgages, security interests, liens, deeds of trust, leases, tenancies, covenants, claims, charges, encumbrances of any nature whatsoever, and purchase options and other rights to or against such property, other than Permitted Encumbrances. All documents evidencing mortgages, security interests, liens, claims, charges, or other encumbrances of any nature whatsoever upon the Real Property which are Permitted Encumbrances are described on SCHEDULE 1.1(l1.1(L) and copies thereof have been made available to Purchaser. The conveyance of the Real Property to Purchaser shall not cause a breach, default, or event of default under any of the Real Property Leases. (b) SCHEDULE 1.1(a)(ii1.1(A)(II) contains a complete and correct list of each Contract with regard to each parcel of Leased Real Property used in the Furniture Business. Complete and correct copies of each lease listed on SCHEDULE 1.1(a)(ii1.1(A)(II) and any amendments, extensions and renewals thereof have been made available to Purchaser (the "Real Property Leases"). Sellers hereby represent that they are the lessee under each of the Real Property Leases. Each Real Property Lease is in full force and effect and there is no existing default or event of default, real or claimed, or event which with notice or lapse of time or both would constitute a default thereunder by Sellers or, to the knowledge of Sellers, any other party to such Real Property Leases. Except for Permitted Encumbrances, or as described in SCHEDULE 5.10.2, Sellers' interest in the Real Property Leases is free and clear of any mortgages and liens, and is not subject to any deeds of trust, assignments, subleases, or rights of any third parties known to or created or permitted by Sellers other than the lessor thereof or any mortgagees of such lessor. The assignment of any of the Leased Real Property to Purchaser shall not cause the lease terms to be renegotiated, permit the landlord to accelerate the rent, or cause a breach, default, or event of default under any lease or, to Sellers' knowledge, any mortgage of lessor relating to such parcel except for those leases or mortgages identified on SCHEDULE 5.10.2 as requiring consents. (c) Other than with respect to the Environmental Condition of and Environmental Liabilities relating to the Real Property and the Facility, all improvements on the Real Property, the Leased Real Property and the Facility conform to all applicable state and local laws, use restrictions, building ordinances, and health and safety ordinances the noncompliance with which would have a Material Adverse Effect, and the Real Property, the Leased Real Property and the Facility are presently being used in substantial compliance with applicable zoning and building ordinances, if any. Other than with respect to the Environmental Condition of and Environmental Liabilities relating to the Real Property and the Facility, and other than as set forth on SCHEDULE 5.10.3, Sellers have obtained all permits required for the present use of the Real Property, the Leased Real Property and the Facility, all of which are currently in full force and effect. (d) Neither Seller has received any written notice of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting the Real Property or the Leased Real Property. Except as disclosed in SCHEDULE 5.10.1, Sellers have not received notice of any contemplated or actual reassessment of the Real Property or any part thereof for general real estate purposes. No assessment for public improvements, impact fees or similar exactions have been made against the Real Property that remain unpaid. (e) There is no default or breach by either Seller nor, to Sellers' knowledge, by any other party thereto, under any covenants, conditions, restrictions or easements which may affect the Real Property or the Leased Real Property or any portion or portions thereof which are to be performed or complied with by the owner of the Real Property or the Leased Real Property, and no condition or circumstance exists which, with the giving of notice or the passage of time, or both, would constitute a default or breach by either Seller nor, to Sellers' knowledge, by any other party thereto, under any such covenants, conditions, restrictions, rights-of-way or easements. (f) Except as set forth in the Surveys, the environmental reports described on SCHEDULE 5.14.1, or the insurance policies set forth on SCHEDULE 5.13.1, neither Seller has received any written notice from any applicable governmental authority that the Real Property or Leased Real Property lies within any area or designation by any other governmental or quasi-governmental authority as an area subject to environmental, archaeological or other regulation that would materially affect the current use of the Real Property or Leased Real Property. (g) There are no outstanding bills, invoices, commissions, charges, fees or expenses owing, accrued or incurred with respect to the Real Property or the Leased Real Property arising by, through or under either Seller that have not been paid prior to the date of Closing or accrued for or reserved against on the Closing Date Working Capital Schedule for the Furniture Business. At Closing there will be: no mechanics', materialmen's or laborers liens against the Real Property or the Leased Real Property, other than those statutory liens with respect to goods, services and/or labor provided which payment is not yet due but are accrued for or reserved against on the Closing Date Working Capital Schedule for the Furniture Business. At Closing, other than for items accrued for or reserved against on the Closing Date Working Capital Schedule for the Furniture Business or subject to proration pursuant to SECTION 10.4, there will be: no claims for labor, services profit or material furnished for constructing, repairing or improving the Real Property or the Leased Real Property that remain unpaid; no unpaid income, property use or sales taxes that constitute a lien against the Real Property or the Leased Real Property or could with the passage of time constitute a lien against the Real Property or the Leased Real Property; and no chattel liens, conditional sales contracts, outstanding leasing commissions, or security interests affecting the Real Property or the Leased Real Property.