Common use of Leased Real Property Clause in Contracts

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

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

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

Leased Real Property. Section 4.16(b6.14(b) of the Company Caesars Disclosure Letter sets forth Schedule contains a correct and complete and accurate list of all ground leases, master leases, and other leases pursuant to which the Company Parties or any of their respective Subsidiaries acquired a leasehold estate in and to the Leased Real Property Leases covering all real property leased or subleased to any Company Entity (such real propertycollectively, the “Land Leases”), including, with respect to each such Land Lease, the identity of the landlord or sublandlord, the identity of the Company Party or Subsidiary tenant party to such Land Lease, the addresses of the premises subject thereto and the date of such Land Lease. The Caesars Parties have made available to Growth Partners true and complete copies (in all material respects) of all Land Leases, including, all amendments, guarantees and other material agreements related thereto, and the Land Leases constitute the entire agreement between the relevant Company Party or its Subsidiaries, on the one hand, and each landlord or sublandlord, on the other hand, with respect to the Leased Real Property”) and specifies the Company Entity that is a party to such Real Property Lease and any guarantors with respect thereto. The Company has Caesars Parties have also made available to the Parent correct Growth Partners true and complete copies of all Real Property Leases. With respect leases, subleases, licenses, use agreements, occupancy agreements and other agreements (including all amendments, guarantees and other agreements related thereto) pursuant to each Real Property Lease which the Company Parties or Leased Real Propertyany of their respective applicable Subsidiaries grant a lease, as the case might belicense, except as set forth in Section 4.16(b) use or occupancy right to any portion of the Company Disclosure LetterReal Property to any Person (collectively, as of together with the Signing Date:Land Leases, the “Leases”). (i) The Leases are (assuming the due authorization, execution and delivery thereof by the other parties thereto) valid, binding and enforceable with respect to the relevant Company Party or its Subsidiaries, as applicable, and, to the Knowledge of the Caesars Parties, the other parties thereto, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such Real Property Lease relates to use of existing premises (and enforceability is not considered in a ground leaseproceeding in equity or at Law);. (ii) No Company Party or any of their respective Subsidiaries has received or given written notice of any material default under any of the Leases. To the Knowledge of the Caesars Parties, no material default by any third party to any of the Leases has occurred and is currently continuing beyond any applicable notice and cure period. There does not exist any event that, with notice or lapse of time or both, would constitute a material default by any Company Party or its Subsidiaries or, to the Company’s KnowledgeKnowledge of the Caesars Parties, no by any third party to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease is in full force and effect;of the Leases. (iii) The consummation of the transactions contemplated by this Agreement or the Ancillary Agreements will not, to the Company’s KnowledgeKnowledge of the Caesars Parties, there are no in connection with any Lease, (A) impose any material disputes, oral agreementspenalty or material additional fee upon any Company Party or its Subsidiaries, or forbearance programs in effect as (B) cause a material breach or default with respect to such Real Property Lease;. (iv) no None of the Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, Parties or encumbered any interest in their respective Subsidiaries have assigned the leasehold Leases or granted to any Person any option subleased all or right of use or occupancy of any portion of such Leased Real Property the premises leased thereunder. None of the Company Parties or right of first refusal to acquire their respective Subsidiaries have made any interest in the leasehold andmaterial alterations, additions or Improvements to the Company’s Knowledge, no Person has claimed any such rights or others in premises leased under the leasehold; (v) the Company Entity Leases that is a party are expressly required to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable be removed pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to applicable Lease at the landlord under any Real Property termination of the applicable Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property Leaseterm.

Leased Real Property. Section 4.16(b(a) There is no real property owned by any Advisor Party that is used in or necessary for the conduct of the Company Disclosure Letter sets forth business of the Target Companies or the Business Assets. Schedule 3.22(a) contains a true, complete and accurate correct list of (i) all of the leases of real property necessary for the conduct of the business of the Target Companies or the Business Assets and which are in effect (the “Real Property Leases covering Lease Agreements”) and (ii) all of the ground leases and prime leases that underlie any such lease agreement, each, including without limitation all amendments thereto and all guaranties provided by the Advisor Parties in connection therewith (the “Ground Lease Agreements”). The Real Property Lease Agreements are in full force and effect, and the applicable Advisor Party holds a valid and existing leasehold interest under each of the Real Property Lease Agreements, free and clear of any Encumbrances, other than (w) statutory Encumbrances of landlords under the Real Property Lease Agreements; (x) consisting of easements, zoning restrictions, rights-of-way, licenses, covenants, conditions, minor defects, encroachments or irregularities in title and similar Encumbrances on or affecting the underlying fee interest in the Leased Real Property that do not materially interfere with the ordinary conduct of the business of the Target Companies or the Business Assets; (y) the terms, covenants and conditions set forth in the Real Property Lease Agreements and Ground Lease Agreements; and (z) any Encumbrances for real estate taxes not yet due and payable or that are being contested in good faith through adequate proceedings. (b) Except as set forth in Schedule 3.22(b), no Advisor Party has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease Agreement nor has any Advisor Party entered into with any other Person any sublease, license or other agreement that relates to the use or occupancy of all or any portion of the real property leased or subleased pursuant to any Company Entity the Real Property Lease Agreements (such real property, the “Leased Real Property”) ). The use and specifies operation of the Company Entity that is a party to such Leased Real Property Lease and in the conduct of the business of the Target Companies or the Business Assets does not violate in any guarantors with material respect theretoany applicable Law, covenant, condition, restriction, easement, license, Permit or Contract. The Company No Advisor Party has made available to received any written notice of any pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Parent correct and complete copies of all Real Property Leases. With respect to each Real Property Lease or Leased Real Property, as the case might be, except as set forth in Section 4.16(b) of the Company Disclosure Letter, as of the Signing Date: (i) such Real Property Lease relates to use of existing premises (and is not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease is in full force and effect; (iii) to the Company’s Knowledge, there are no material disputes, oral agreements, or forbearance programs in effect as to such Real Property Lease; (iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of such . The Leased Real Property constitutes all of the real property used or right of first refusal to acquire any interest in occupied by the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required Advisor Party in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement conduct of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given business of the Target Companies or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property LeaseBusiness Assets.

Leased Real Property. Section 4.16(b(i) of the Company Disclosure Letter sets forth a complete and accurate list of all There are no Real Property Leases covering all real property leased or subleased to any Company Entity (such real property, the “Leased Real Property”Property as of the Closing Date except as set forth on Schedule 3.1(z). (ii) and specifies the Company Entity that is a party to such Real Property Lease and any guarantors with respect thereto. The Company has made available to the Parent correct and complete copies of all Real Property Leases. With respect to Except as set forth on Schedule 3.1(z), A. each Real Property Lease or Leased Real Property, as the case might be, except as set forth in Section 4.16(b) is binding and enforceable against each of the Company Disclosure Letter, as of the Signing Date: (i) such Real Property Lease relates to use of existing premises (parties thereto and is not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease is in full force and effecteffect as of the Closing Date; B. each Real Property Lease creates a valid and binding leasehold interest in favour of the Corporation, in the subject Leased Real Property; C. in respect of each Leased Real Property: (iii1) to the CompanyCorporation’s Knowledge, possession and quiet enjoyment of the leased premises is not being disturbed by any Person; (2) there are no material disputes, oral agreements, or forbearance programs in effect as disputes with respect to such the related Real Property Lease; Lease between landlord and tenant; and (iv3) no Company Entity the Corporation has not subleased, licensed, assignedor otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; D. in respect of each Real Property Lease: (1) all payments due by the Corporation as at the Closing Time have been paid in full; (2) there is no default by any party to the lease and no event has occurred which, transferred, conveyed, mortgaged, deeded in trustwith the giving of notice or passage of time, or encumbered both, would constitute a default by any party under the lease; (3) no security deposit or portion thereof deposited with the landlord has been applied in respect of a breach or default under the lease; (4) no Person has any contractual option or right to purchase or acquire the Corporation’s interest in the lease or the leasehold or granted interest created thereby (including without limitation any right of first refusal), and the Corporation has not entered into any agreement to any Person any grant such an option or right to do so; (5) the Corporation has not collaterally assigned or granted any other security interest in the lease or any interest therein; and (6) there are no abatements of rent, bonuses, or other inducements provided to the Corporation with respect to the lease; E. no notices of default, relocation or termination have been given or received by the Corporation and/or any Subsidiary, prior to dissolution or wind-up, under or in respect of any Real Property Lease and no such notices have been threatened by any party thereto; F. the Corporation has not, nor had any Subsidiary, prior to dissolution or wind-up, received notice that there are any pending or, to the knowledge of Simmax and/or the Corporation, threatened, condemnation or other proceedings relating to any Leased Real Property or other matters adversely affecting the use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leaseholdProperty; (v) G. the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease Corporation has received all approvals of Governmental Entities (including licenses and permits) requisite Government Authorizations required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the of all Leased Real Property and the Corporation has not received notice that is the subject of such any Leased Real Property Lease is has not been operated and maintained in accordance with applicable Laws;Law; and H. to the knowledge of Simmax and the Corporation, (viii) such each Leased Real Property is supplied complies with utilities all applicable Laws, including all applicable zoning by-laws, building and other services necessary for fire codes and environmental laws, (ii) the operation use of such each Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults Corporation is permitted by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property LeasesLaw, and there (iii) all leasehold improvements, rent concessions, free rents and similar inducements which are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the responsibility of the landlord under any of the Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has Leases have been paid to and are being held by the landlord with respect to such Real Property Leasecompleted.

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

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

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

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

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

Leased Real Property. Section 4.16(b(i) of the Company Disclosure Letter Schedule 3.13(b) sets forth a complete all leases ("Real Property Leases") pursuant to which Facilities are leased by the Companies (as lessee), true and accurate list correct copies of all which have been delivered to Buyer. Such Real Property Leases covering constitute all real leases, subleases or other occupancy agreements pursuant to which the Companies occupy or use such Facilities. The Companies have a good and valid leasehold interest in all leased property leased or subleased to any Company Entity described in such Real Property Leases (such real property, the “"Leased Real Property”) "), free and specifies clear of any and all Encumbrances other than any Permitted Encumbrances which would not permit the Company Entity that is a party to such Real Property Lease and any guarantors with respect thereto. The Company has made available to termination of the Parent correct and complete copies of all Real Property Leaseslease therefor by the lessor. With respect to each such parcel of Leased Real Property Lease (A) to the knowledge of Shareholders, there are no pending or threatened condemnation proceedings or Actions relating to such Leased Real Property, (B) neither the Companies nor, to the knowledge of Shareholders, any third party has entered into any sublease, license, option, right, concession or other agreement or arrangement, written or oral, granting to any Person (other than the Companies) the right to use or occupy such Leased Real Property or any portion thereof or interest therein (C) the Companies have not received written notice of any pending or, to the knowledge of Shareholders, threatened special assessment relating to such Leased Real Property and (D) the Companies enjoy peaceful and undisturbed possession of the Leased Real Property. (ii) With respect to each such Real Property Lease listed in Schedule 3.13(b), (A) there is no material default under any such Real Property Lease by the Companies or, to the knowledge of Shareholders, by any other party thereto, (B) except as set forth in Schedule 3.4, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not cause a material default under any such Real Property Lease, (C) each such Real Property Lease is a valid and binding obligation of the respective lessors and Companies, is in full force and effect with respect to the lessors and the Companies and is enforceable against the respective lessors and Companies in accordance with its terms, except as the case might beenforceability thereof may be limited by (1) applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or similar laws in effect which affect the enforcement of creditors' rights generally or (2) general principles of equity, whether considered in a proceeding at law or in equity, (D) no action has been taken by the Companies and, to the knowledge of Shareholders no event has occurred which, with notice or lapse of time or both, would permit termination, modification or acceleration by a party thereto other than the Companies, without the consent of the Companies, under any such Real Property Lease that is material to the Companies, (E) to the knowledge of Shareholders, no party has repudiated in writing any material term thereof or threatened in writing to terminate, cancel or not renew any such Real Property Lease that is material to the Companies and (F), except as set forth in Section 4.16(b) of Schedule 3.13(b), the Company Disclosure Letter, as of the Signing Date: (i) such Real Property Lease relates to use of existing premises (and is Companies have not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease is in full force and effect; (iii) to the Company’s Knowledge, there are no material disputes, oral agreements, or forbearance programs in effect as to such Real Property Lease; (iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, mortgaged or encumbered any interest therein or in the leasehold any leased property subject thereto (or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property Lease).

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

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

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

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

Leased Real Property. Section 4.16(b(a) There is no real property owned by any Advisor Party that is used in or necessary for the conduct of the Company Disclosure Letter sets forth business of the Target Companies or the Business Assets. Schedule 3.20(a) contains a true, complete and accurate correct list of (i) all of the leases of real property necessary for the conduct of the business of the Advisor or the Business Assets and which are in effect (each, a “Real Property Lease Agreement” and, collectively, the “Real Property Lease Agreements”) and (ii) all of the ground leases and prime leases that underlie any such Real Property Lease Agreement, each including without limitation all amendments thereto and all guaranties provided by the Advisor Parties in connection therewith (the “Ground Lease Agreements”). Advisor Parent has provided to HTI true, complete and correct copies of all Real Property Leases covering Lease Agreements. The Real Property Lease Agreements are in full force and effect, and the applicable Advisor Party holds a valid and existing leasehold interest under each of the Real Property Lease Agreements, free and clear of any Encumbrances, other than (w) statutory Encumbrances of landlords under the Real Property Lease Agreements; (x) easements, zoning restrictions, rights-of-way, licenses, covenants, conditions, encroachments and similar Encumbrances on or affecting the underlying fee interest in the Leased Real Property (collectively, the “Title Documents”) that do not materially interfere with the ordinary conduct of the business of the Advisor or the Business Assets or create any liabilities or obligations on any Advisor Party, and, no Advisor Party has Knowledge of any defaults under any of the Title Documents; (y) the terms, covenants and conditions set forth in the Real Property Lease Agreements and Ground Lease Agreements; and (z) any Encumbrances for real estate taxes not yet due and payable or that are being contested in good faith through adequate proceedings. (b) Except as set forth on Schedule 3.20(b), no Advisor Party has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease Agreement nor has any Advisor Party entered into with any other Person any sublease, license or other agreement that relates to the use or occupancy of all or any portion of the real property leased or subleased pursuant to any Company Entity the Real Property Lease Agreements (such real property, the “Leased Real Property”). The use and operation of the Leased Real Property in the conduct of the business of the Advisor or the Business Assets does not violate in any applicable Law, covenant, condition, restriction, easement, license, Permit or Contract. No Advisor Party has received any written notice of any pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Leased Real Property. The Leased Real Property constitutes all of the real property used or occupied by the Advisor Party in connection with the conduct of the business of the Advisor or the Business Assets. (c) and specifies There is no default by any party under any of the Company Entity that is a party to such Real Property Lease and Agreements, nor does any guarantors with respect theretoAdvisor Party have Knowledge of any default under any of the Ground Lease Agreements. The Company has made available to Internalization Merger is permitted under each of the Parent correct and complete copies of all Real Property Leases. With respect to each Real Property Lease Agreements and Ground Lease Agreements without the need for any consents or approvals of the Landlord/Lessor or Master Landlord/Master Lessor, as applicable. There is no litigation, or to each Advisor Party’s Knowledge, any threatened litigation or disagreements related to any of the Real Property Lease Agreements. There are no tenant improvement allowances or other allowances or similar payments with respect to the Leased Real Property that will not be paid in full at or prior to the Closing. All alterations, installations, repairs and other work required to be performed pursuant to any of the Real Property Leases have been (or will be) completed and paid for in full at or prior to Closing. To the Knowledge of each Advisor Party, all certificates of occupancy and other material permits and licenses with respect to operating Leased Real Property, as and all approvals and authorizations (collectively, the case might be, except as set forth in Section 4.16(b“Real Property Permits”) of all Governmental Entities having jurisdiction over the Company Disclosure Letter, as Leased Real Property that are required to use or occupy the Leased Real Property or operate the business of the Signing Date: (i) such Real Property Lease relates to use of existing premises (Target Companies and is not a ground lease); (ii) to the Company’s KnowledgeBusiness Assets as currently conducted thereon, no party to such Real Property Lease has repudiated any material provision thereof have been issued and such Real Property Lease is are in full force and effect; (iii) to the Company’s Knowledge, there are no material disputes, oral agreements, or forbearance programs in effect as to such Real Property Lease; (iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease . No Advisor Party has received all approvals of any written notice from any Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, Entity having jurisdiction over the Leased Real Property that is the subject threatening a suspension, revocation, modification or cancellation of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property LeasePermit.

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

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

Leased Real Property. Section 4.16(b(i) of Schedule 3.13 sets forth all leases ("Real Property Leases") pursuant to which Facilities are leased by the Company Disclosure Letter sets forth a complete or any of its Subsidiaries (as lessee), true and accurate list correct copies of all which have been delivered to Buyer. Such Real Property Leases covering constitute all real property leased leases, subleases or subleased other occupancy agreements pursuant to which the Company or any Company Entity (of its Subsidiaries occupy or use such real propertyFacilities. Except as set forth in Schedule 3.13, the “Company or its Subsidiary has a good and valid leasehold interest in all leased property described in such Real Property Leases (the "Leased Real Property”) "), free and specifies the Company Entity that is a party to such Real Property Lease clear of any and all Encumbrances other than any guarantors with respect thereto. The Company has made available to the Parent correct and complete copies of all Real Property LeasesPermitted Encumbrances. With respect to each such parcel of Leased Real Property Lease (A) to the knowledge of the Stockholders or the Company, there are no pending or threatened condemnation proceedings or Actions relating to such Leased Real Property, as the case might be, (B) except as set forth in Section 4.16(b) Schedule 3.13, other than Permitted Encumbrances neither the Company or any of its Subsidiaries nor, to the knowledge of the Stockholders or the Company, any third party has entered into any sublease, license, option, right, concession or other agreement or arrangement, written or oral, granting to any Person (other than the Company Disclosure Letterand its Subsidiaries) the right to use or occupy such Leased Real Property or any portion thereof or interest therein (C) neither the Stockholders nor the Company has received written notice of any pending or, as to the knowledge of the Signing Date:Stockholders or the Company, threatened special assessment relating to such Leased Real Property and (D) the Company and its Subsidiaries enjoy peaceful and undisturbed possession of the Leased Real Property. (iii) With respect to each such Real Property Lease relates to use of existing premises listed in Schedule 3.13 and except as set forth therein, (and is not a ground lease); (iiA) to the Company’s Knowledge, there has been no party to material default under any such Real Property Lease has repudiated by the Company or any material provision thereof and of its Subsidiaries or, to the knowledge of the Stockholders or the Company, by any other party thereto, (B) each such Real Property Lease is in full force and effect; , (iiiC) no action has been taken by the Company or any of its Subsidiaries and, to the knowledge of the Stockholders or the Company no event has occurred which, with notice or lapse of time or both, would permit termination, modification or acceleration by a party thereto other than the Company or its Subsidiaries, without the consent of the Company or its Subsidiaries, under any such Real Property Lease that is material to the Company and its Subsidiaries, (D) to the knowledge of the Stockholders or the Company’s Knowledge, there are no material disputesparty has repudiated in writing any term thereof or threatened in writing to terminate, oral agreements, cancel or forbearance programs in effect as to not renew any such Real Property Lease; Lease that is material to the Company and its Subsidiaries and (ivE) no neither the Company Entity nor its Subsidiaries has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, mortgaged or encumbered any interest therein or in the leasehold any leased property subject thereto (or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property Lease).

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

Leased Real Property. Section 4.16(b(a) of the Company Disclosure Letter Schedule 3.11(a) sets forth a complete and accurate list of all Real Property Leases covering all real property leased to which any Transferred Subsidiary or subleased to any Company Entity (such real propertyIndirect Subsidiary is a party. For the avoidance of doubt, the “Leased Real Property”Property does not include any warehouse or distribution centers that are operated solely by third party logistic providers on behalf of Share Sellers or their Affiliates. (b) and specifies Except for the Company Entity that is a party to such Real Property Lease Leases and any guarantors with respect thereto. The Company has made available to the Parent correct and complete copies of all Real Property Leases. With respect to each Real Property Lease or Leased Real Property, as the case might be, except as set forth in Section 4.16(b) of the Company Disclosure Letter, as of the Signing Date: (i) such Real Property Lease relates to use of existing premises (and is not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease is in full force and effect; (iii) to the Company’s KnowledgePermitted Encumbrances, there are no material disputesleases, oral tenancy agreements, easements, written covenants or forbearance programs written restrictions to which the Share Sellers or any of their Affiliates, in effect as each case in respect of the Business, is a party which create or confer on any person other than the Share Sellers or any of their Affiliates a material right to such use, occupy or possess all or any of the Owned Real Property Lease; (iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right any portion thereof or interest therein. (c) Each of first refusal to acquire any interest in the leasehold Real Property Leases set forth on Disclosure Schedule 3.11(a) is a legal, valid and binding obligation of a Transferred Subsidiary or an Indirect Subsidiary and, to the Company’s Sellers’ Knowledge, no Person has claimed any the other party thereto, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights or others in the leasehold;generally, and (ii) general principles of equity. (vd) All of the Company Entity that is a party to such Real Property Lease is current buildings, offices and other significant structures located on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is which are material to the subject conduct of such the Business and, pursuant to the terms of the applicable Real Property Lease is operated and Leases are to be maintained in accordance with by the applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of Transferred Subsidiary or Indirect Subsidiary occupying such Leased Real Property as currently operated tenant, have been maintained by such Transferred Subsidiary or Indirect Subsidiary, in all material respects, in reasonable condition in a manner consistent with past maintenance practices of the Company Business;. (viiie) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, No Transferred Subsidiary or postponement of the landlord’s obligations under Indirect Subsidiary occupying any Leased Real Property has been granted; (xii) no Company Entity has given as tenant nor the applicable lessor is in default in the performance, observance or received fulfillment of any notice that disputes the computation of rents obligation, covenant or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under condition contained in any Real Property Lease indicating that to which it is a Company Entity will party except where such default or will defaults do not be exercising any extension or renewal options would not, individually or in the aggregate, have a Material Adverse Effect. All rent and other charges due and payable under such the Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has Leases have been paid to in full for all periods through and are being held by including the landlord with respect to date hereof and will be paid, as of the Closing Date, for all periods through and including such Real Property Leasedate.

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

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

Leased Real Property. Section 4.16(b5.9(c) of the Company Disclosure Letter Schedule sets forth a correct and complete and accurate list of all Real Property Leases covering all real property leased leased, licensed, or subleased to any otherwise used or occupied (but not owned) at Closing by each Company Entity (such real propertycollectively, the “”Leased Real Property”) and specifies under any lease, sublease, license, concession, or other agreement allowing for occupancy of the Company Entity that is a party to such Leased Real Property Lease and any guarantors with respect thereto(each, a “Real Property Lease”). The Each Company has made available to the Parent correct a valid and complete copies of all Real Property Leases. With respect to each Real Property Lease or subsisting leasehold interest in its Leased Real Property, as in each case free and clear of all Encumbrances, other than the case might be, except as set forth in Section 4.16(b) of the Company Disclosure Letter, as of the Signing Date: (i) Real Estate Encumbrances. All such Real Property Lease relates to use of existing premises (and is not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease is Leases are in full force and effect; (iii) to the Company’s Knowledge, and there are no material disputes, oral agreementsexisting breaches or defaults by, or forbearance programs in effect as to such Real Property Lease; (iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trustany events that with or without the passage of time or the giving of notice, or encumbered both, would constitute a breach, default, or an event of default by, any interest in the leasehold or granted to Company under any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that to which it is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entitiesparty, or, to the Company’s KnowledgeKnowledge of Sellers, by any other party under to any such Real Property Lease; (x) . The operations of the copies of such Companies on the Leased Real Property Lease delivered do not materially violate any applicable Law. All material certificates of occupancy, permits, licenses, approvals and other authorizations required to be held by a Company in connection with the past and present operations of the Companies and the Business on the Leased Real Property have been lawfully issued to such Company to and are, as of the Parent are truedate of this Agreement, correct and will be following the consummation of the Contemplated Transactions, in full force and. The Leased Real Property is in satisfactory operating condition and repair (ordinary wear and tear excepted). Correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, including all amendments and there are modifications thereto, have been delivered or made available to Purchaser prior to the date of this Agreement, and no unresolved disputes with any landlord under changes have been made to any Real Property Lease; (xiii) no Company Entity has given any notice to Leases since the landlord under any date of delivery. The Leased Real Property Lease indicating that a Company Entity will has not been subleased or will not be exercising licensed by any extension or renewal options under such Company, and the Companies are the only party(ies) in occupancy of each Leased Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property LeaseProperty.

Leased Real Property. (a) Section 4.16(b2.26(a) of the Company Seller Disclosure Letter sets forth Schedule includes a complete and accurate list of all Real Property Leases covering all real property leased by either of the Companies or subleased to any Company Entity Subsidiary (such real property, the “"Leased Real Property”) and specifies the Company Entity that is a party to such Real Property Lease and any guarantors with respect thereto"). The Company has made available All leases currently in effect relating to the Parent correct and complete copies of all Real Property Leases. With respect to each Real Property Lease or Leased Real Property, together with all amendments and modifications thereto (the "Leases"), are listed on Section 2.26 of Seller Disclosure Schedule. (b) Except as described on Section 2.26(b) of Seller Disclosure Schedule, neither of the case might beCompanies nor any Company Subsidiary is in default under any of the material terms and provisions of any of the Leases or has received any written notice of any default. (c) To the knowledge of Seller, except there are no outstanding defaults on the part of the landlord or lessor of a material provision under any Lease. (d) Except as set forth in on Section 4.16(b2.26(d) of the Company Seller Disclosure LetterSchedule, as neither of the Signing Date:Companies nor any Company Subsidiary has exercised any option to extend the term of any Lease or to terminate any Lease, except to the extent that such extension or termination has already come into effect. (e) Except as described on Section 2.26(e) of Seller Disclosure Schedule, neither of the Companies nor any Company Subsidiary has entered into any subleases relating to the Leased Real Property or granted any licenses or occupancy rights with respect to the Leased Real Property. (f) Neither of the Companies nor any Company Subsidiary has granted or created any Encumbrances on the Leased Real Property, including, without limitation, leasehold mortgages of the Leased Real Property. (g) The use and occupancy of the Leased Real Property by either of the Companies or any Company Subsidiary is in compliance with all Laws, including, without limitation, those governing zoning, subdivision, land development access, erosion and drainage control, sewage collection and disposal, use, occupancy, building, fire, safety, access and environmental matters. None of Seller, any Company or any Company Subsidiary has received any written notice from any Governmental Entity advising of a violation of any applicable building code, zoning, subdivision, land development or land use laws, regulations or ordinances or any other applicable local, state or federal laws, regulations or ordinances. (h) Seller has neither knowledge of nor received any notice of any existing or proposed assessments for public improvements imposed or to be imposed upon the Leased Real Property which will remain unpaid at Closing, except for escalation adjustments in relation to any prior assessments, which escalation adjustments are listed on Section 2.26(h) of Seller Disclosure Schedule. (i) such Real Property Lease relates to The Permits listed on Section 2.26(i) of Seller Disclosure Schedule include all Permits which are required for the present use of existing premises (and is not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease is in full force and effect; (iii) to the Company’s Knowledge, there are no material disputes, oral agreements, or forbearance programs in effect as to such Real Property Lease; (iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Companies and each Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company EntitiesSubsidiary, orand each, to the Company’s Knowledgeknowledge of Seller, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property Leaseduly issued.

Leased Real Property. Except as set forth on Section 4.16(b4.9(a) of the Company Disclosure Letter sets forth a complete and accurate list of all Real Property Leases covering all real property leased or subleased Schedule, with respect to any Company Entity (such real property, the “each Leased Real Property”: (i) and specifies the Company Entity that related Transferred Lease is a party to such Real Property Lease and any guarantors with respect thereto. The Company has made available to the Parent correct and complete copies of all Real Property Leases. With respect to each Real Property Lease or Leased Real Property(and, as in the case might be, except as set forth in Section 4.16(b) of the Company Disclosure LetterNB Lease, as of the Signing Date: (iClosing will be) such Real Property Lease relates to use of existing premises (and is not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease is in full force and effect; ; (ii) the tenant under the related Transferred Lease has (and, in the case of the NB Lease, as of the Closing will have) possession of such Leased Real Property; (iii) if such Leased Real Property is the subject of a Transferred Lease, to the Company’s Knowledgeknowledge of Contributor, there are no existing defaults in any material disputesrespect on the part of Contributor or any other party to the related Transferred Lease, oral agreementsand no event has occurred which, with the delivery of notice or the passage of time, or forbearance programs both, would constitute a default in effect as to any material respect, or permit the termination, modification, or acceleration of rent under such Real Property Transferred Lease; ; (iv) no Company Entity to the extent the premises covered by the NB Lease are or will be subject to a lease or sublease with a third-party tenant, Contributor has performed in all material respects all of its obligations under such lease or sublease, including any environmental remediation work; (v) if such Leased Real Property is the subject of a Transferred Lease, Contributor has not subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, licensed or encumbered any interest in the leasehold or otherwise granted to any Person any option or the right of to use or occupancy of occupy such Leased Real Property or any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; Property; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) if such Leased Real Property is supplied with utilities and other services necessary for the operation subject of such Leased Real Property as currently operated by a Transferred Lease, the Company Business; (viii) there are no Persons (other than assignment or transfer of the Company Entities) in possession related Transferred Lease pursuant to this Agreement does not require the Consent of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party to such Transferred Lease, will not result in a breach of or default under such Real Property Transferred Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement otherwise cause such Transferred Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; and (vii) Contributor has not (and, in the case of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes NB Lease, as of the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or Closing will not be exercising have) collaterally assigned or granted any extension other security interest in the related Transferred Lease or renewal options under such Real Property NB Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property Lease, as applicable, or any interest therein.

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

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

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

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

Leased Real Property. (a) No Acquired Company owns or has ever owned any real property. (b) Section 4.16(b3.12(b) of the Company Seller Disclosure Letter Schedule sets forth a an accurate and complete and accurate list description (by street address of all Real Property Leases covering all real property the subject leased or subleased to any Company Entity (such real property, the date and term of the lease, sublease or other occupancy right, the name of the parties thereto, each amendment thereto and the aggregate annual rent payable thereunder) of all land, buildings, structures, fixtures, improvements and other interests in real property that are leased or otherwise occupied by the Labor Company or any Acquired Company (the “Leased Real Property”) and specifies the Company Entity that is a party to such Real Property Lease and any guarantors with respect thereto). The Acquired Companies and the Labor Company has hold valid leasehold interests in the Leased Real Property, free and clear of any Encumbrances. The Seller Parties have made available to the Parent correct Purchaser physically or in the Data Room accurate and complete copies of all leases and subleases and all amendments, renewals and modifications thereto (collectively, the “Leases”) relating to the Leased Real Property Leasesand all other Contracts granting a right in or relating to the Leased Real Property and all Contracts and other documents evidencing, creating or constituting Encumbrances upon or rights in the Leased Real Property. All such documents are listed on Section 3.12(b) of the Seller Disclosure Schedule. With respect to each such Lease, no Acquired Company or the Labor Company has exercised or given any notice of exercise of, nor has any lessor or landlord exercised or given any notice of exercise by such party of, any option, right of first offer or right of first refusal contained in any such Lease. The rental set forth in each lease of the Leased Real Property Lease is the actual rental being paid, and there are no separate agreements or understandings with respect to the same. No Person other than the Acquired Companies or the Labor Company is in possession of any portion of the Leased Real Property, as the case might be, except . Except as set forth in Section 4.16(b3.12(b) of the Seller Disclosure Schedule, none of any Acquired Company, the Labor Company Disclosure Letter, as of the Signing Date: (i) such Real Property Lease relates to use of existing premises (and is not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease or any Seller Party has repudiated any material provision thereof and such Real Property Lease is in full force and effect; (iii) to the Company’s Knowledge, there are no material disputes, oral agreements, or forbearance programs in effect as to such Real Property Lease; (iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or granted to any Person any option or the right of to use or occupancy of occupy any portion of such any parcel of Leased Real Property or right Property, and the Acquired Companies and the Labor Company have received no notice, and the Acquired Companies and the Labor Company have no Knowledge, of first refusal to acquire any interest in the leasehold and, claim of any Person to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold;contrary. (vc) Each applicable Acquired Company and the Labor Company Entity that is a party to such Real Property Lease is current on the monthly rent in peaceful and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals undisturbed possession of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with contractual or legal restrictions that preclude or restrict the ability of any landlord under any Acquired Company or the Labor Company to use such Leased Real Property Lease;for the purposes for which it is currently being used. (xiiid) no Company Entity has given any notice to Use of the landlord under any Leased Real Property Lease indicating that a Company Entity will for the various purposes for which it is presently being used is permitted as of right under applicable zoning Laws and is not subject to “permitted non-conforming” use or will not be exercising any extension structure classifications. To the Knowledge of the Acquired Companies or renewal options under such the Labor Company, all buildings, fixtures and other improvements, including the roof, foundation and floors and the heating, ventilation, air conditioning, mechanical, electrical and other building systems, located on the Leased Real Property Lease; and(collectively, the “Improvements”) are in material compliance with all applicable Laws, including those pertaining to health and safety, zoning, building and the disabled. To the actual knowledge of the Acquired Companies and the Labor Company, there is no existing or proposed plan to modify or realign any street or highway or any existing, proposed or, threatened expropriation, eminent domain or other Proceeding that would result in the taking of all or any part of any Leased Real Property or that would prevent or hinder the continued use and enjoyment of any Leased Real Property as heretofore used in the conduct of the businesses of the Acquired Companies or the Labor Company. (xive) all security deposits required under each To the actual knowledge of the Acquired Companies and the Labor Company, the Improvements are structurally sound, are in good operating condition and repair, ordinary wear and tear excepted, are free from patent defects, are suitable for the purposes for which they are being used and planned to be used by the Acquired Companies and the Labor Company and have been maintained in accordance with normal industry practice. The Leased Real Property Lease has been paid constitutes all such property used in or necessary to conduct the businesses of the Acquired Companies and are being held the Labor Company as conducted and as currently planned to be conducted by the landlord with respect to such Real Property LeaseAcquired Companies and the Labor Company.

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

Leased Real Property. Section 4.16(b) of the Company Disclosure Letter The attached “Leased Real Property Schedule” sets forth a complete and accurate list of all Real Property Leases covering all real property leased or subleased relating to any Company Entity (such real property, each Leased Real Property of the Company. Except as set forth in the attached “Leased Real PropertyProperty Schedule”, with respect to each Real Property Lease: (i) such Real Property Lease is a legal, valid, binding and specifies enforceable against the Company Entity that and is a in full force and effect and has not been modified, (ii) the transactions contemplated hereby do not require the consent of any other party to such Real Property Lease and will not result in a breach of or default under such Real Property Lease, and (iii) the Company is not in material breach or material default under any guarantors such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default or permit the termination, modification or acceleration of rent under such Real Property Lease. The Company has not received any notice of any default under any Real Property Lease that has not been cured or any other termination notice with respect thereto. The Company has made available to the Parent Purchaser true, complete and correct copies of the Real Property Leases relating to the Leased Real Property. The Company has good and valid leasehold estates in all the Leased Real Property free and clear of all Liens, other than Permitted Liens. No Real Property Lease is subject to any material defenses, setoffs, or counterclaims, and no material obligations of any landlords or sublandlords thereunder are delinquent. The “Leased Real Property Schedule” contains a true, correct and complete copies list of all each mortgage, deed of trust or other superior Lien granted to any third party by the applicable landlord under each Real Property Lease, in each case, which have been approved by the Company (each, an “Approved Landlord Lien”). Except for (A) Approved Landlord Liens or (B) mortgages, deeds of trust and other superior Liens granted to third parties by the applicable landlord under each Real Property Lease, in each case of this item (B), which have not been approved by the Company, the Real Property Leases are not subject to any ground lease, mortgage, deed of trust or other superior Liens or interests (including, for the avoidance of doubt, any present or future right to occupy any portion of the Leased Real Property) that would entitle the holder thereof to interfere with or disturb the tenant’s use and enjoyment of the Leased Real Property or the exercise of the tenant’s rights under the Real Property Leases so long as the tenant is not in default under the Real Property Lease. No options available to the Company pursuant to any Real Property Lease have been exercised other than pursuant to a writing included in the Real Property Leases. With respect to each There have been no, and the Company does not expect any, write-offs, abatements or deferrals in rent under any Real Property Lease as a result of or Leased Real Property, as the case might be, except as set forth in Section 4.16(b) otherwise arising out of COVID-19 or any COVID-19 Measures. The ability of the Company Disclosure Letter, as of the Signing Date: (i) such Real Property Lease relates to use of existing premises (and is not a ground lease); (ii) perform all obligations required to the Company’s Knowledge, no party to such be performed by it under any Real Property Lease has repudiated not been materially limited or adversely affected by or as a result of COVID-19 or any material provision thereof and such Real Property Lease is in full force and effect; (iii) to the Company’s Knowledge, there are no material disputes, oral agreements, or forbearance programs in effect as to such Real Property Lease; (iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to COVID-19 Measures. To the Company’s Knowledge, the Leased Real Property that is the subject ability of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any each other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held perform all obligations required to be performed by it under the landlord with respect to such applicable Real Property LeaseLease has not been materially limited or adversely affected by or as a result of COVID-19 or any COVID-19 Measures.

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

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

Leased Real Property. Section 4.16(b4.9(b) of the Company Disclosure Letter sets forth a complete and accurate list of all Real Property Leases covering Schedule lists all real property leased or subleased to any Company Entity (such real property, the “Leased Real Property”) and specifies or otherwise occupied by the Company Entity that is a party to such Real Property Lease and any guarantors with its Subsidiaries and the leases, subleases and other agreements in respect theretothereof. The Company has made available to the Parent true and correct and complete copies of all Real Property Leasesthe leases, subleases and other agreements listed in Section 4.9(b) of the Disclosure Schedule. To the Knowledge of the Company, each lease, sublease and other agreement listed in Section 4.9(b) of the Disclosure Schedule is, with respect to the Company or its Subsidiaries, as applicable, legal, valid, binding, enforceable and in full force and effect, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights and remedies generally. With respect to each Real Property Lease or Leased Real Propertylease, as sublease and other agreement listed in Section 4.9(b) of the case might beDisclosure Schedule, except as set forth described in Section 4.16(b) of the Company Disclosure LetterSchedule, as of the Signing Date: (i) such Real Property Lease relates to use of existing premises (and is not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease the lease, sublease or other agreements is in full force and effect; (iii) to the Company’s Knowledgebreach or default, there are no material disputes, oral agreements, or forbearance programs in effect as to such Real Property Lease; (iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Knowledge of the Company’s Knowledge, no Person event has claimed any such occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, material modification or acceleration thereunder; (ii) the Company and its Subsidiaries have all reasonably necessary rights to conduct their respective businesses as currently conducted on the real property leased by them; (iii) none of the Company or others its Subsidiaries owes, or will owe in the leasehold; future, any brokerage commissions or finder’s fees with respect to such leases; (iv) the other party to such lease, sublease or other agreement is not an Affiliate of, and otherwise does not have any economic interest in, any of the Company or its Subsidiaries; and (v) none of the Company Entity that is a party or its Subsidiaries has subleased, licensed or otherwise granted any Person the right to use or occupy such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation real property or any portion thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and lease, sublease or other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property Leaseagreement.

Leased Real Property. Section 4.16(b(a) of the Company Disclosure Letter Schedule 3.7 sets forth a complete and accurate list of all Real Property Leases covering and describes all real property currently leased by Seller or subleased its Affiliates relating to any Company Entity the Business or the Purchased Assets (such real property, the “Leased Real Property”) and specifies ). Except for the Company Entity that is a party to such Leased Real Property Lease and identified on Schedule 3.7, neither Seller nor any guarantors with respect theretoAffiliate of Seller presently owns or leases, nor does either have any interest in, any real property used primarily in the Business. The Company Seller or one of its Affiliates has made available to a valid leasehold interest in all of the Parent correct and complete copies of all Real Property Leases. With respect to each Real Property Lease or Leased Real Property, as free and clear of all mortgages, liens, pledges, security interests, charges, claims, tenancies, restrictions and encumbrances of any nature or kind whatsoever (“Liens”), except for (i) imperfections of title that do not materially impair the case might bepresent use by Seller of the Leased Real Property subject thereto, (ii) zoning laws, land use restrictions and other applicable legal requirements, (iii) items that would be reflected on an accurate survey of the Leased Real Property, and (iv) all Lien restrictions, reservations of rights and other matters disclosed in deeds, surveys, policies of title insurance and title commitments that have been provided to, or have been obtained by, Purchaser. There is no material default or claim of material default (or an event that with notice, lapse of time or both would result in any such default) by Seller, any of its Affiliates or, to Seller’s Knowledge, any other party thereto, under any lease agreement relating to the Leased Real Property. All lease agreements relating to the Leased Real Property are legal, valid, and binding obligations of Seller or one of its Affiliates enforceable against such entity in accordance with their respective terms and, to Seller’s Knowledge, each other party thereto, except as set forth such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to creditors’ rights and by general principles of equity (regardless of whether enforcement is sought in Section 4.16(ba proceeding at law or in equity). (b) All of the Company Disclosure Letterbuildings, as of structures, improvements and fixtures comprising the Signing Date: (i) such Leased Real Property Lease relates to use are in a good state of existing premises (repair, maintenance and is not a ground lease); (ii) to operating condition, ordinary wear and tear excepted, are adequate and suitable for the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof purposes for which they are currently being used and such Real Property Lease is in full force and effect; (iii) to the Company’s Knowledge, there are no material disputesdefects with respect thereto, oral agreementseither patent or latent, which would materially impair the day-to-day use of any such buildings, structures, improvements or forbearance programs in effect fixtures or which would subject Seller or any of its Affiliates to any liability under applicable law. All utilities necessary to service the Business as to such operated by Seller or its Affiliates are connected and functioning at the Leased Real Property. (c) The Leased Real Property Lease; is zoned to permit the uses for which it is presently used by Seller or its Affiliates without variances or conditional use permits. The Leased Real Property is in material compliance with all applicable zoning and other land use and similar laws, codes, ordinances, rules, regulations and orders (iv) no Company Entity collectively, “Real Estate Laws”). Neither Seller nor any of its Affiliates has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered received any interest in the leasehold or granted to any Person any option or right of use or occupancy written notice of any portion violation from any governmental entity or authority of such any Real Estate Law on the use, occupancy or operation of the Leased Real Property or right of first refusal with respect to acquire any interest in potential eminent domain efforts contemplated by any governmental entity or authority. No Real Estate Law materially prohibits, limits or conditions the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights use or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such the Leased Real Property as currently used or operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession Seller or its Affiliates. Neither Seller nor any of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, its Affiliates has received any written notice of any pending or threatened termination or impairment of access of Seller or its Affiliates to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation discontinuation of rents necessary sewer, water, electrical, gas, telephone or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will other utilities or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property Leaseservices.

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

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

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

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

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

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

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

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

Leased Real Property. Section 4.16(b2.12(a) of the Company Seller Disclosure Letter Schedule sets forth a (i) an accurate and complete and accurate list of all leases, subleases or other Contracts, together with all amendments, waivers, supplements or modifications thereto (collectively, the “Real Property Leases covering all Leases”), under which the Company uses or occupies or has the right to use or occupy the real property that is leased or subleased to any the Company Entity (such real propertycollectively, the “Leased Real Property”) and specifies ); provided, however, that the Company Entity that is a party to such Leased Real Property Lease does not include any real property solely used or occupied in connection with the Cloud & Hosted Services Business for which the underlying leases will be assigned to and any guarantors assumed by CloudCo pursuant to the Contribution Agreement and the Real Property Leases do not include such leases, and (ii) an accurate and complete list of all other Contracts with landlords or other Persons with respect thereto. The Company has made available to the Parent correct Company’s occupancy of the Leased Real Property, including any and complete copies all subordination, non-disturbance and attornment agreements with any mortgagees of all Real Property Leasesthe landlords. With respect to each Real Property Lease or Leased Real Property, as the case might beLease, except as set forth in Section 4.16(b2.12(a) of the Seller Disclosure Schedule, (A) the Company Disclosure Letterhas not received written notice from any insurance carrier or landlord for any Leased Real Property that the Company needs to undertake any material repairs, as alterations or construction or to take any other corrective action with respect to any Leased Real Property, (B) neither the Company nor, to the Knowledge of the Signing Date: (i) such Company, any landlord of the Leased Real Property Lease relates has received written or, to use the Knowledge of existing premises the Company, oral notice of any violations (and is not a ground lease); zoning or otherwise) from any Governmental Authority having jurisdiction over the Leased Real Property, (iiC) the zoning of the Leased Real Property permits the continuation of the Acquired Business as currently being conducted on such Leased Real Property, (D) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease is in full force and effect; (iii) to Knowledge of the Company’s Knowledge, there are no material disputesexisting, oral agreementspending or threatened zoning, building code or other moratorium proceedings, or forbearance programs in effect as similar matters which could reasonably be expected to such Real Property Lease; (iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered adversely affect the ability to operate the Acquired Business on any interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold andProperty, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (vE) the Company Entity that is a party has not entered into discussions with any landlord to such further amend, supplement or modify any of the Real Property Lease is current on the monthly rent Leases and all other charges due under such Real Property Lease; (viF) the Company Entity that is a party to such Real Property Lease has received all approvals in actual, exclusive possession of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entitiesany common areas thereto) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entitiesand has good, or, valid and indefeasible title to the Company’s Knowledge, by any other party all leasehold estates created under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, free and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) clear of all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property LeaseLiens except for Permitted Liens.

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

Leased Real Property. Section 4.16(b3.18(b) of the Company Disclosure Letter Schedules sets forth a true and complete and accurate list (including street addresses) of all Real Property Leases covering all real property leased or subleased to by any Company Entity of the Group Companies (such real property, the “Leased Real Property”) and specifies the Company Entity that is a party to such all Real Property Lease and any guarantors with respect theretoLeases as of the date of this Agreement. The Company has made available to the Parent correct True and complete copies of all Real Property Leases. With respect to each Real Property Lease or Leased Real Property, as the case might be, except as set forth in Section 4.16(b) of the Company Disclosure Letter, as of the Signing Date: (i) such Real Property Lease relates Leases have been made available to use of existing premises (and is not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Cascadia. Each Real Property Lease is in full force and effect; (iii) effect and is a valid, legal and binding obligation of the applicable Group Company party thereto, enforceable in accordance with its terms against such Group Company and, to the Company’s Knowledgeknowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or material default by any Group Company or, to the Company’s knowledge, any counterparty under any Real Property Lease, and no event has occurred which (with or without notice or lapse of time or both) would reasonably be expected to constitute a material breach or material default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The Group Companies’ possession and quiet enjoyment of the Leased Real Property under any Real Property Lease has not been disturbed, and there are no material disputes, oral agreements, or forbearance programs in effect as disputes with respect to such any Real Property Lease; (iv) . The Group Companies have not received any written notice of any material violation of Laws with respect to any Real Property Lease or any Leased Real Property. There is no Company Entity has subleasedpending or, licensedto the Company’s knowledge, assignedthreatened Proceedings regarding condemnation or other eminent domain Proceedings affecting any Leased Real Property. There are no leases, transferredsubleases, conveyed, mortgaged, deeded in trust, licenses or encumbered any interest in the leasehold or granted other agreements granting to any Person other than the Group Companies any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities Property. All land, buildings, structures and other services necessary for the operation of such Leased Real Property as currently operated improvements used by the Company Business; (viii) there Group Companies are no Persons (other than included in the Company Entities) in possession of such Leased Real Property; (ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease has been paid to and are being held by the landlord with respect to such Real Property Lease.

Leased Real Property. The Company does not own any real property, nor has the Company ever owned any real property. Section 4.16(b3.9(d) of the Company Disclosure Letter sets forth Schedule contains a true, correct and complete and accurate list description of all Real Property Leases covering all real property leased and interests in real property currently leased, subleased, licensed or subleased to any otherwise used or occupied by the Company Entity for the operation of its business (such real property, the “Leased Real Property”) ), including for each discrete piece of real property, any deposit, additional rent (e.g., utility allocation, common area allocation or other allocation to the leaseholder based on the ratable percentage of the entire property allocated to the leaseholder), and specifies the Company Entity that is a party to any allocated but unused tenant finish allowance for such piece of real property. The Leased Real Property Lease (i) is in good operating condition and any guarantors repair, free from structural, physical and mechanical defects; (ii) is maintained in a manner consistent with standards generally followed with respect thereto. The Company has made available to similar properties and also as required under the Parent correct and complete copies of all Real Property Leases. With respect to each Real Property Lease or Leased Real Property, Leases (as hereinafter defined); (iii) is available for use in and sufficient for the case might be, except as set forth in Section 4.16(b) purposes and current demands of the Business and operation of the Company Disclosure Letter, as of the Signing Date: (i) such Real Property Lease relates to use of existing premises (and is not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease is in full force and effect; (iii) to the Company’s Knowledge, there are no material disputes, oral agreements, or forbearance programs in effect as to such Real Property Lease; currently conducted; (iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such the Business as currently conducted; and (v) is structurally sufficient and otherwise suitable for the conduct of the Business as currently conducted. Except as set forth in Section 3.9(d) of the Disclosure Schedule, no consent is required from the lessor, sublessor, licensor or any other Person under any lease, sublease, license or other agreement (or, in each instance, any amendment, modification, renewal, exhibit and/or schedule thereto) related to the Leased Real Property (including all amendments, modifications, renewals, exhibits and schedules thereto, collectively, the “Real Property Leases”) to consummate the transactions contemplated in this Agreement and the Transaction Documents. Except as currently operated by set forth in Section 3.9(d) of the Disclosure Schedule, (i) the Company Business; has not sublet, or granted to any other person any right of use, operation or occupancy of, any of the Leased Real Property, nor has the Company agreed to do so, orally or in writing; (viiiii) there are the Company has not sold, transferred or assigned, or granted any Lien on or otherwise encumbered, all or any portion of its interest under any Real Property Lease or in any Leased Real Property, nor has agreed to do so, orally or in writing; and (iii) no Persons person or entity has a superior or any sub-leasehold interest in, and no person or entity (other than the Company EntitiesCompany) in possession of such has any right to use, operate or occupy, any Leased Real Property; (ix) there are no defaults by the . The Company Entities, or, has made available to the Company’s Knowledge, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company to the Parent are true, correct and complete copies of (A) all of the Real Property Leases; and (B) all Lien Instruments with respect to or affecting any of the Leased Real Property or any Real Property Lease. Each of the Real Property Leases is valid, binding and enforceable in accordance with its terms (subject to the Remedies Exceptions) and is in full force and effect, free and clear of Liens, and, to the Knowledge of the Company, there are no offsets or defenses by either landlord or tenant thereunder. There are no existing breaches of or defaults under, and no events or circumstances have occurred which, with or without notice or lapse of time or both, would constitute a breach of or a default under, any of the Real Property Leases by the Company or, to the Knowledge of the Company, any other Person. No party to the Real Property Leases has repudiated any provision thereof; . There are no disputes, oral agreements or forbearance programs in effect, as to any of the Real Property Leases. The plants, buildings, structures, fixtures, furnishings, and equipment on the Leased Real Property are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, are adequate and suitable for the purposes for which they are currently being used and currently contemplated to be used. No material improvements constituting a part of the current Leased Real Property encroach on real property not leased by the Company to the extent that removal of such encroachment would materially impair the manner and extent of the current use, occupancy and operation of such improvements. There are neither any actual, nor, to the Knowledge of the Company, any threatened or contemplated, condemnation or eminent domain proceedings that affect the Leased Real Property or any part thereof, and the Company has not received any notice from any Governmental Entity with respect thereto. The past and current use or occupancy of the Leased Real Property and the conduct of the Business as currently conducted do not violate: (xii) no written waiverany law, indulgenceregulation, or postponement ordinance applicable to the Leased Real Property; or (ii) any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded agreement affecting such Leased Real Property. No security deposit or portion thereof deposited with respect to the landlord’s obligations under any Real Property Leases for the Leased Real Property has been granted; (xii) no Company Entity has given applied in respect of a breach or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options default under such Real Property Lease; and (xiv) all security deposits required under each Real Property Lease Leases which has not been paid to and are being held by the landlord with respect to such Real Property Leasere-deposited in full.

Leased Real Property. Section 4.16(b3.8(b) of the Company Disclosure Letter sets forth a complete and accurate list of all Real Property Leases covering all real property leased leased, subleased or subleased licensed to any a Purchased Company Entity (such real property, the “Leased Real Property”) ” and specifies such leases, subleases, licenses, together with any guaranties thereof, and each as amended to date, under which the Company Entity that is a party to such Leased Real Property Lease and any guarantors with respect theretois leased, subleased or licensed, the “Leases”). The Company Parent has made available to the Parent Purchaser true and correct and complete copies of all Real Property Leaseseach Lease. With respect to each Real Property Lease or Leased Real Property, as the case might be, except as set forth in Section 4.16(b) of the Company Disclosure Letter, as of the Signing DateLease: (i) (A) such Real Property Lease relates to use of existing premises (and is not a ground lease); (ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease is in full force and effect, and is a legal, valid, binding and enforceable obligation of the Purchased Company party thereto in accordance with its terms and, to the Knowledge of Parent, the other parties thereto, in each case, subject to the Bankruptcy and Equity Exception, and (B) to Parent’s Knowledge, such Purchased Company’s leasehold interest thereunder is free and clear of all Encumbrances other than Permitted Encumbrances; (ii) no Purchased Company has received written notice that it is in breach (after the expiration of any notice or cure period) of such Lease which breach has not been cured, and no Purchased Company has given any written notice to any other party to a Lease that such other party is in breach of the Lease which breach has not been cured; (iii) no Purchased Company, nor to the Company’s KnowledgeKnowledge of Parent, there are any other party to a Lease, is in default under such Lease, and to the Knowledge of Parent, no material disputesevent has occurred that, oral agreementswith the lapse of time or the giving of notice, or forbearance programs in effect as to such Real Property Leaseboth, would constitute a default under any Lease by any party thereto; (iv) no the Purchased Company Entity that is a party to the Lease has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any a good and valid leasehold interest in each parcel of Leased Real Property and the leasehold right to use and occupancy of the Leased Real Property in accordance with the terms of the applicable Lease for the full term of such Lease; (v) there are no subleases or granted to sublicenses under which a Purchased Company grants any Person any option or the right of use or occupancy of any portion of such Leased Real Property or right the parcels of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold; (v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease; (vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws; (vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business; (viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property; (ixvi) there are no defaults by the Company Entitiescondemnation or eminent domain proceedings pending, or, or to the Company’s KnowledgeKnowledge of Parent, by any other party under such Real Property Lease; (x) the copies of such Real Property Lease delivered by the Company threatened with respect to the Parent are true, correct and complete copies thereof; (xi) no written waiver, indulgence, or postponement of the landlord’s obligations under any Leased Real Property has been granted; (xii) no Company Entity has given or received any notice that disputes the computation of rents or charges payable pursuant to the Real Property Leases, and there are no unresolved disputes with any landlord under any Real Property Lease; (xiii) no Company Entity has given any notice to the landlord under any Real Property Lease indicating that a Company Entity will or will not be exercising any extension or renewal options under such Real Property LeaseProperty; and (xivvii) all security deposits required under each Real Property Lease has been paid to there are no outstanding leasing commission agreements, and no leasing commissions are being held by the landlord due, or will be due, from any Purchased Company with respect to such any Leased Real Property LeaseProperty.

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

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

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

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