Common use of Leased Real Property Clause in Contracts

Leased Real Property. The Business has no interest in any real property other than the Leased Real Property. Section 3.10 of the Seller Disclosure Schedules sets forth the address of each parcel of real property leased by the Business (the “Leased Real Property”, and a true and complete list of all leases for each such Leased Real Property (each, a “Lease”). Seller has made available to Purchaser a true and complete copy of each such Lease. With respect to each of the Leases: (i) Such lease is legal, valid and binding on the Business, and in full force and effect in accordance with its terms subject to the effect of any Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law); (ii) Neither the Seller nor any of its Affiliates, nor to the Knowledge of Seller, any other party to the Lease, is in breach or default under any provision is such Lease; and (iii) the Business has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof. To the Knowledge of the Seller, there is no condemnation, expropriation or other proceeding in eminent domain or any similar proceeding pending or threatened affecting the Business’ interest in any Leased Real Property. There exists no writ, injunction, decree, order or judgment outstanding, nor any litigation, pending, or to the Knowledge of the Seller, threatened in writing, relating to the lease, use, occupancy or operation of the Business of any Leased Real Property. All buildings, structures and improvements located on, fixtures contained in, and appurtenances attached to the Leased Real Property are in good condition and repair, normal wear and tear excepted.

Leased Real Property. The Business has no interest in (a) No Seller owns any real property other than the Leased Real Property. Section 3.10 of the Seller Disclosure Schedules property. (b) Schedule 4.4(b) sets forth the address a true, correct and complete list of each parcel of real property leased by the Business Sellers (the “Leased Real Property”). Schedule 4.4(b) identifies with an asterisk each Lease that requires the consent of or notice to the lessor thereunder to avoid any material breach, and default or violation of such Lease in connection with the transactions contemplated hereby, including the assignment of such Lease to Purchaser. (c) The Seller identified on Schedule 4.4(b) as the tenant under each Lease has a true and complete list of all leases for each such valid leasehold interest in the Leased Real Property identified for such Lease, subject to Permitted Liens. (each, a “Lease”). d) No Seller has made available to Purchaser a true and complete copy of each such Lease. With respect to each received notice that any portion of the Leases: (i) Such lease is legalLeased Real Property, valid and binding on the Businessor any buildings or improvement located thereon, and violates any Law in full force and effect in accordance with its terms subject to the effect of any Laws material respect, including those relating to bankruptcyzoning, reorganizationbuilding, insolvencyland use, moratoriumenvironmental, fraudulent conveyance or preferential transfershealth and safety, or similar Laws relating to or affecting creditors’ rights generally fire, air, sanitation and subject, as to enforceability, to noise control. Except for the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law); (ii) Neither the Seller nor any of its Affiliates, nor Permitted Liens and to the Knowledge of SellerSellers, any other party to the Lease, is in breach or default under any provision is such Lease; and (iii) the Business has not subleased, licensed or otherwise granted any Person the right to use or occupy such no Leased Real Property is subject to (i) any decree or any portion thereof. To the Knowledge of the Seller, there is no condemnation, expropriation or other proceeding in eminent domain or any similar proceeding pending order issued or threatened affecting the Business’ interest in or proposed to be issued by any Leased Real Property. There exists no writGovernmental Entity or (ii) any rights of way, injunctionbuilding use restrictions, decreeexceptions, order variances, reservations or judgment outstanding, nor any litigation, pending, or to the Knowledge of the Seller, threatened in writing, relating to the lease, use, occupancy or operation of the Business limitations of any Leased Real Property. All buildings, structures nature whatsoever. (e) The improvements and improvements located on, fixtures contained in, and appurtenances attached to on the Leased Real Property are in good operating condition and in a state of good maintenance and repair, normal ordinary wear and tear excepted, except where the costs of any individual repair to return such improvements and fixtures to such condition would not exceed $10,000. Sellers have not received notice of any pending or threatened condemnation, expropriation or similar proceeding against any of the Leased Real Property or any improvement thereon. Except as set forth on Schedule 4.4(e), the Leased Real Property constitutes all of the real property utilized by Sellers for the operation of the Business. (f) There is no unrestored fire or other casualty damage affecting any of the Leased Real Property. (g) Public utilities (including water, electricity, gas, sanitary sewerage, storm water drainage facilities, and telephone utilities) sufficient to operate the Leased Real Property for its current uses are available and, as may be appropriate or applicable, are connected to the buildings located on the Leased Real Property. (h) Sellers have obtained all material Permits required for the occupancy and use of the Leased Real Property for their current operations, and all such Permits are in good standing, and Sellers have not received notice or otherwise have any Knowledge of any revocation of any such Permits or that any revocation is pending or threatened. (i) True, correct and complete copies of each of the leases and subleases pursuant to which Sellers lease or sublease the Leased Real Property (the “Leases”) have been made available to Purchaser. The Leases are in full force and effect and there are no written or oral promises, agreements, undertakings, or commitments between any Seller and the lessors thereunder, except as disclosed in the Leases. There are no amendments or modifications to the Leases that have not been provided to Purchaser in writing. No rental, lease or other similar commissions are payable with respect to the Leases.

Leased Real Property. The Business has no interest in any real property other than the (a) Leased Real Property. Section 3.10 Schedule 3.17 of the Seller Disclosure Schedules sets forth Schedule, lists, as of the date of this Agreement, the street address of each parcel of real property leased by Leased Real Property and the Business identity of the lessor, lessee and current occupant (the “if different from lessee) of each such parcel of Leased Real Property”, and . It also sets forth a true and complete list of all leases for each such and subleases relating to the Leased Real Property and any and all ancillary documents pertaining thereto. (eachb) The rental set forth in each lease or sublease of the Leased Real Property is the actual rental being paid, a “Lease”). Seller has made available to Purchaser a true and complete copy of each such Lease. With there are no separate agreements or understandings with respect to each the same.. (c) Neither the Seller or Parent has received any notice of threatened condemnation proceedings, lawsuits or administrative actions relating to any of the Leases: (i) Such lease is legalLeased Real Property or any other matters which do or may materially adversely affect the current use, valid and binding on occupancy or value thereof as it relates to the Business, and in full force and effect in accordance with its terms subject to the effect of any Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceabilitythere are no pending or, to the effect Sellers’ or Parent’s knowledge, threatened condemnation proceedings, lawsuits or administrative actions relating to any of general principles of equity the Leased Real Property or any other matters which do or may materially adversely affect the current use, occupancy or value thereof as it relates to the Business. (regardless of whether such enforceability is considered in a Proceeding in equity or at law); (iid) Neither Seller nor Parent has received any notice that any of the Leased Real Property or any of the structures thereon, or the use, occupancy or operation thereof by the Seller nor or Parent or any of its Affiliates, nor to the Knowledge of Sellerviolate any material governmental requirements, any deed or other party to the Lease, is in breach title covenants or default under any provision is such Lease; and restrictions or permits. (iiie) the Business has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof. To the Knowledge Seller’s and Parent’s knowledge, the Seller and Parent have obtained all material approvals of governmental authorities (including certificates of use and occupancy, licenses and other permits) required to be held by them in connection with the Seller, there is no condemnation, expropriation or other proceeding in eminent domain or any similar proceeding pending or threatened affecting the Business’ interest in any Leased Real Property. There exists no writ, injunction, decree, order or judgment outstanding, nor any litigation, pending, or to the Knowledge use and occupancy of the Seller, threatened in writing, relating to the lease, use, occupancy or operation of the Business of any Leased Real Property. All buildings, structures and improvements located on, fixtures contained in, and appurtenances attached to the Leased Real Property are and the structures located thereon. (f) Seller and Parent represent and warrant that it is authorized to enter into and perform the terms of this Agreement and the Sublease Agreement to which it will become a party pursuant to this Agreement. (g) Seller and Parent represent and warrant that it will perform in good condition accordance with all of the terms and repair, normal wear obligations of the Sublease Agreement and tear exceptedall terms set forth in this Agreement as they pertain to the Sublease. (h) Seller and Parent agree not to sublease or sell any portion of the Leased Real Property to a direct or indirect competitor of Buyer or the Business. (i) Seller and Parent agree to sublease to Buyer 25,000 square feet (sq. ft.) of the Leased Real Property in order to continue operating the Business for a maximum term of five (5) years at a total monthly rental not to exceed $25,000 USD.

Leased Real Property. The Business has no interest in any real property other than the Leased Real Property. Section 3.10 of the Seller (a) Disclosure Schedules Schedule 3.10(a) sets forth the address list of each parcel of real property leased by all Real Property Leases included in the Business Assets (the “Leased Real Property”) to which a Transferred Subsidiary or an Indirect Subsidiary is a party. For the avoidance of doubt, and a true and complete list of all leases for each such Leased Real Property does not include any warehouse or distribution centers (each, a “Lease”)if any) that are operated solely by third party logistic providers on behalf of the Sellers or their Affiliates. Seller has The Sellers have made available to Purchaser the Buyers a true and complete copy of each such Lease. With Real Property Lease document. (b) Except for the Real Property Leases and Permitted Encumbrances, there are no material leases, tenancy agreements, easements, written covenants or written restrictions to which either Seller or any of their Affiliates, in each case in respect of the Business, is a party which create or confer on any person other than the Sellers or any of their Affiliates a right to use, occupy or possess all or any of the Leased Real Property or any portion thereof or interest therein. (c) Except as set forth on Disclosure Schedule 3.10(a), with respect to each of the Leasessuch Real Property Lease: (i) Such lease such Real Property Lease is legal, valid and binding on the Businessvalid, binding, enforceable and in full force and effect in accordance with its terms respect to the Transferred Subsidiary or Indirect Subsidiary party thereto and, to the Sellers’ Knowledge, with respect to the other parties thereto, except that such enforcement may be subject to the effect of any Laws relating to (1) bankruptcy, insolvency, reorganization, insolvency, moratorium, fraudulent conveyance moratorium or preferential transfers, other similar laws affecting or similar Laws relating to or affecting enforcement of creditors’ rights generally generally, and subject(2) general principles of equity, as (ii) the applicable Transferred Subsidiary’s or Indirect Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and to enforceabilitythe Sellers’ Knowledge, there are no disputes with respect to such Real Property Lease; and (iii) neither the Transferred Subsidiary or the Indirect Subsidiary party thereto nor, to the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law); (ii) Neither the Seller nor any of its Affiliates, nor to the Knowledge of SellerSellers’ Knowledge, any other party to the Lease, Real Property Lease is in breach or default under any provision is such Lease; and (iii) the Business has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property Lease and, to the Sellers’ Knowledge, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or the acceleration of rent or any portion thereof. To the Knowledge of the Seller, there is no condemnation, expropriation or other proceeding in eminent domain or any similar proceeding pending or threatened affecting the Business’ interest in any Leased Real Property. There exists no writ, injunction, decree, order or judgment outstanding, nor any litigation, pending, or payment with respect to the Knowledge of the Seller, threatened in writing, relating to the lease, use, occupancy or operation of the Business of any Leased Real Property. All buildings, structures and improvements located on, fixtures contained in, and appurtenances attached to the Leased such Real Property are in good condition and repair, normal wear and tear exceptedLease.

Leased Real Property. The Business has no interest in any real property other than the Leased Real Property. Section 3.10 of the Seller Disclosure Schedules Schedule 5.7(a) sets forth the address a true and complete description of each parcel of real property leased by the Business all Real Property leased, licensed to or otherwise used or occupied (but not owned) (collectively, the “Leased Real Property”) by the Company and its Subsidiaries. To the Knowledge of the Company, the Company and each of its Subsidiaries, as applicable, has a valid and subsisting leasehold estate in such Leased Real Property. To the Knowledge of the Company, a true and complete list correct summary of all leases for each such lease, license, or occupancy agreement, and any amendments thereto, with respect to such Leased Real Property (eachcollectively, a the “LeaseReal Property Leases”). Seller ) has been made available to Purchaser the Buyer, and no material changes have been made to any Real Property Leases since the date provided. All of the Leased Real Property is used or occupied by the Company or its Subsidiaries pursuant to a true and complete copy of each such Real Property Lease. With Except as set forth on Schedule 5.7(a), to the Knowledge of the Company, with respect to each of the LeasesReal Property Lease: (i) Such lease such Real Property Lease is legala valid, valid binding and binding on enforceable obligation of the BusinessCompany or its Subsidiary party thereto in accordance with its terms, subject to the General Enforceability Exceptions, and is in full force and effect in accordance with its terms subject to the effect of any Laws relating to bankruptcyeffect, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law); (ii) Neither all rents, deposits and additional rents due pursuant to such Real Property Lease have been paid in full and no security deposit or portion thereof has been applied in respect of a material breach or material default under such Real Property Lease that has not been redeposited in full, (iii) there is no existing material breach or material default by the Seller Company or its Subsidiary party thereto, or the lessor, under any such Real Property Lease, and no event has occurred that (with notice, lapse of time or both) would reasonably be expected to constitute such a material breach or material default under any such Real Property Lease by the Company or its Subsidiary party to such Real Property Lease or give the Company or its Subsidiary party thereto or the lessor thereunder the right to terminate, accelerate or modify in any material respect any such Real Property Lease, and (iv) neither the Company nor any of its AffiliatesSubsidiaries has received any notice that it is in material default under any such Real Property Lease which has not been cured in all material respects (it being understood that no representation or warranty is given hereby as to any notices required to be given or consents required to be obtained under any such Real Property Lease in connection with the transactions contemplated hereby). Except as disclosed on Schedule 5.7(a), nor no Affiliate of the Company or its Subsidiaries is the owner or lessor of any Leased Real Property. The Leased Real Property is in good condition and repair (subject to normal wear and tear). To the Knowledge of Sellerthe Company, neither the Company nor any other party to the Lease, is in breach or default under any provision is such Lease; and (iii) the Business of its Subsidiaries has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof. To the Knowledge of the Seller, there is no condemnation, expropriation or other proceeding in eminent domain or any similar proceeding pending or threatened affecting the Business’ interest in any Leased Real Property. There exists no writ, injunction, decree, order or judgment outstanding, Neither the Company nor any litigation, pending, or to the Knowledge of the Seller, threatened its Subsidiaries owns any interest in writing, relating to the lease, use, occupancy or operation of the Business of any Leased Real Property. All buildings, structures and improvements located on, fixtures contained in, and appurtenances attached to the Leased Real Property are in good condition and repair, normal wear and tear exceptedreal property.

Leased Real Property. The Business has no interest in any real property other than the Leased Real Property. Section 3.10 3.18(b) of the Seller Company Disclosure Schedules sets forth the address a true and complete list (including street addresses) of each parcel of all real property leased leased, subleased, licensed or similarly used or occupied by any of the Business Group Companies (the “Leased Real Property”, ) and all Real Property Leases pursuant to which any Group Company is a true tenant or landlord as of the date of this Agreement. True and complete list copies of all leases for each such Leased Real Property Leases (eachincluding all amendments, a “Lease”). Seller has extensions, renewals, guaranties and other agreements with respect thereto) have been made available to Purchaser a true and complete copy of each such LeaseACT. With respect to each of the Leases: (i) Such lease Each Real Property Lease is legal, valid and binding on the Business, and in full force and effect and is a valid, legal and binding obligation of the applicable Group Company party thereto, enforceable in accordance with its terms against such Group Company and, to the Company’s knowledge, each other party thereto (subject to the effect of any Laws relating to applicable bankruptcy, insolvency, reorganization, insolvency, moratorium, fraudulent conveyance moratorium or preferential transfers, or similar other Laws relating to or affecting generally the enforcement of creditors’ rights generally and subject, as subject to enforceabilitygeneral principles of equity). There is no material breach or default by any Group Company or, to the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law); (ii) Neither the Seller nor Company’s knowledge, any of its Affiliatescounterparty under any Real Property Lease, nor and, to the Knowledge Company’s knowledge, no event has occurred which (with or without notice or lapse of Seller, any other party to the Lease, is in time or both) would constitute a material breach or default under any provision is such 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 (iii) quiet enjoyment of the Business Leased Real Property under any Real Property Lease has not been materially disturbed, and to the Company’s knowledge, there are no material disputes with respect to any Real Property Lease. Except as set forth on Section 3.18(b) of the Company Disclosure Schedules, none of the Group Companies have (i) subleased, licensed or otherwise granted any Person the right to use or occupy such any Leased Real Property or any portion thereof. To the Knowledge of the Seller, there is no condemnation, expropriation thereof or (ii) collaterally assigned or granted any other proceeding in eminent domain or any similar proceeding pending or threatened affecting the Business’ security interest in any Leased Real PropertyProperty Lease or any interest therein. There exists no writ, injunction, decree, order or judgment outstanding, nor any litigation, pending, or to the Knowledge of the Seller, threatened in writing, relating to the lease, use, occupancy or operation of the Business of any Leased Real Property. All buildings, structures and improvements located on, fixtures contained in, and appurtenances attached to the The Leased Real Property are comprises all of the real property used by the Group Companies in good condition and repair, normal wear and tear exceptedin the Group Companies’ businesses.

Leased Real Property. The Business has no interest in any real property other than the Leased Real Property. Section 3.10 of the Seller Disclosure Schedules (a) Schedule 4.7(a) sets forth (i) the street address of each parcel of all material real property leased by Seller and primarily used in connection with the Business (collectively, the “Leased Real Property”), (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property. True, correct and complete copies of the leases governing the Leased Real Property, together with all amendments thereto and assignments and/or subleases thereof (the “Real Property Leases”), have been delivered to Buyer and are set forth on Schedule 4.7(a). The rental amount set forth in each Real Property Lease is the actual rental amount being paid, and there are no separate agreements or understandings with respect to the same. (b) To the Knowledge of Seller, there is no material violation of any Applicable Law relating to any of the Leased Real Property. Seller has made available to Buyer, to the extent in Seller’s possession, copies of all the certificates of occupancy, environmental reports and audits, appraisals, permits, other Liens, title documents and other documents relating to or otherwise affecting the Leased Real Property, the operations of the Seller (as they relate to the Business) thereon or any other uses thereof. Seller is in peaceful and undisturbed possession of each parcel of Leased Real Property, and, to the Knowledge of Seller, there are no contractual or legal restrictions that preclude or restrict the ability to use the Leased Real Property for the purposes for which it is currently being used. To the Knowledge of Seller, all existing water, sewer, steam, gas, electricity, telephone, cable, fiber optic cable, Internet access and other utilities required for the use, occupancy, operation and maintenance of the Leased Real Property are adequate for the conduct of the Business as it has been and currently is conducted. To the Knowledge of Seller, there are no material latent defects or material adverse physical conditions affecting the Leased Real Property or any of the facilities, buildings, structures, erections, improvements, fixtures, fixed assets and personal property of a permanent nature affixed or attached to, located on or forming part of the Leased Real Property which would render the Leased Real Property unusable for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing. Seller has not subleased any part of the Leased Real Property to any other Person and, to the Knowledge of Seller, no other Person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, license, occupancy or other agreement, nor has Seller assigned its interest under any lease to any third party. (c) Schedule 4.7(c) sets forth a true and complete list of all leases for each such ancillary documents, if any, in Seller’s possession pertaining to the Leased Real Property (eachProperty, a “Lease”). Seller has made available to Purchaser a true including all written amendments, modifications, supplements, exhibits, schedules, addenda and complete copy restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of each such Leaselease, options, rights of expansion, extension, first refusal and first offer and evidence of commencement dates and expiration dates. With respect to each of the Leases: (i) Such lease is legalleases of the Leased Real Properties, valid and binding on the Business, and in full force and effect in accordance with its terms subject to the effect of any Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law); (ii) Neither the Seller nor any of its Affiliateshas not exercised, nor to the Knowledge of Seller, has any other party lessor or landlord exercised (nor has Seller received any notice of exercise by a lessor or landlord of), any option, right of first offer or right of first refusal contained in any such lease or sublease, including any option or right pertaining to purchase, expansion, renewal, extension or relocation. (d) The interests of Seller in the Lease, is in breach or default under any provision is such Lease; and (iii) the Business has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property to be transferred pursuant to this Agreement are sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing. (e) To the Knowledge of Seller and to the extent required by Applicable Law, all of the Leased Real Property is occupied under a valid and current certificate of occupancy or other permit, and the Transactions contemplated by this Agreement will not require the issuance of any portion thereofnew or amended certificate of occupancy. To the Knowledge of the Seller, there is no condemnation, expropriation or other proceeding in eminent domain or any similar proceeding pending or threatened affecting all improvements on the Business’ interest in any Leased Real Property. There exists no writProperty constructed by or on behalf of Seller, injunctionor, decree, order or judgment outstanding, nor any litigation, pending, or to the Knowledge of Seller after inquiry, constructed by or on behalf of any other person, were constructed in compliance with all Applicable Laws affecting such Leased Real Property. (f) Seller has not received any written notice of existing, pending or threatened (i) condemnation proceedings affecting the SellerLeased Real Property, threatened in writingor (ii) zoning, relating building code or other moratorium proceedings, or similar matters which would reasonably be expected to materially and adversely affect the lease, use, occupancy or operation of ability to operate the Business Leased Real Property as currently operated. Neither the whole nor any material portion of any Leased Real Property. All buildings, structures and improvements located on, fixtures contained in, and appurtenances attached to the Leased Real Property are in good condition and repair, normal wear and tear exceptedhas been damaged or destroyed by fire or other casualty.

Leased Real Property. The Business has (a) Schedule 1.01-3 sets forth the address or other description of each parcel of Leased Real Property. True, correct and complete copies of Sellers' real estate files for the Leased Real Property have been provided. There are no interest Contracts for the Leased Real Property that are not contained within the real estate files which would increase the obligations or decrease the rights of Sellers in any real property other than respect of the Leased Real Property. Section 3.10 of With respect to the Seller Disclosure Schedules sets forth the address of Leases for each parcel of real property leased by the Business (the “Leased Real Property”, and a true and complete list of all leases for each such Leased Real Property (each, a “Lease”). Seller has made available to Purchaser a true and complete copy of each such Lease. With respect to each of the Leases: (i) Such lease is legal, valid and binding on the Business, and in full force and effect in accordance there are no disputes with its terms subject respect to the effect of any Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law)Lease; (ii) Neither the Seller nor any no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of its Affiliates, nor to the Knowledge of Seller, any other party to the Lease, is in a breach or default under any provision is such LeaseLease which has not been redeposited in full; and (iii) the Business has Sellers do not owe any brokerage commissions or finder's fees with respect to such Lease; (iv) the Sellers have not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof. ; (v) the Sellers have not collaterally assigned or granted any other security interest in such Lease or any interest therein; and (vi) there are no Liens on the estate or interest created by such Lease except for Permitted Liens. (b) To the Knowledge of Circuit City, FNANB and Tyler Funding, (i) all Improvements are in reasonably good condition and repair and sufficient for the Seller, there is no condemnation, expropriation or other proceeding in eminent domain or any similar proceeding pending or threatened affecting the Business’ interest in any Leased Real Property. There exists no writ, injunction, decree, order or judgment outstanding, nor any litigation, pending, or to the Knowledge of the Seller, threatened in writing, relating to the lease, use, occupancy or operation of the Business of any Leased Real Property. All buildingsCredit Card Business, structures as currently conducted, subject to reasonable wear and improvements located on, fixtures contained intear, and appurtenances attached to (ii) there are no facts or conditions affecting any of the Leased Real Property are Improvements which would interfere in good condition and repairany respect with the use or occupancy of the Improvements or any portion thereof in the operation of the Credit Card Business, normal wear and tear exceptedas currently conducted.

Leased Real Property. The Business has no interest in any real property other than With respect to the Leased Real ------------ -------------------- Property. Section 3.10 of the Seller Disclosure Schedules sets forth the address of each parcel of real property leased by the Business : (the “Leased Real Property”, and a true and complete list of all leases for each such Leased Real Property (each, a “Lease”). Seller has made available to Purchaser a true and complete copy of each such Lease. With respect to each of the Leases: (ia) Such lease is legal, valid and binding on the Business, and in full force and effect in accordance with its terms subject to the effect of any Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, as to enforceabilityTrustee, to the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law); (ii) Neither the Seller nor any of its Affiliates, nor to the Knowledge of Seller, any other party to the Lease, is in breach or default under any provision is such Lease; holds good and (iii) the Business has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof. To the Knowledge of the Seller, there is no condemnation, expropriation or other proceeding in eminent domain or any similar proceeding pending or threatened affecting the Business’ interest in any Leased Real Property. There exists no writ, injunction, decree, order or judgment outstanding, nor any litigation, pending, or to the Knowledge of the Seller, threatened in writing, relating to the lease, use, occupancy or operation of the Business of any Leased Real Property. All buildings, structures and improvements located on, fixtures contained in, and appurtenances attached marketable fee simple absolute title to the Leased Real Property free and clear of any and all liens and encumbrances except for those matters set forth on Schedule 5.23(a) ("the Permitted Exceptions"). ------------------------ (b) There are no known defects or conditions of the Leased Real Property or the soil or geology thereof that exist or which impair the current or planned use of the Leased Real Property for operation of the Business thereon, as described in good condition the Lease set forth on Schedule 3.2 ("Buyer's Intended ---------------- Use"). --- (c) The Leased Real Property is not known to be in violation of any, applicable federal, state or local statutes, ordinances, orders, requirements, laws, rules or regulations (including, without limitation, any building, land use, zoning or environmental laws) affecting the Leased Real Property. (d) No notice of violation of any applicable federal, state or local statute, law, ordinance, rule, regulation, order or requirement, or of any covenant, condition, restriction or easement affecting the Leased Real Property or with regard to the use or occupancy of the Leased Real Property, has been given by any governmental authority having jurisdiction over the Leased Real Property or by any other person entitled to enforce the same. (e) The Leased Real Property is zoned "Heavy Industrial", which ---------------- permits the operation of the Business thereon. (f) The operation of the Business on the Leased Real Property is consistent with the Comprehensive Plan adopted by Broward County ("County") as ------ required by the Local Government Comprehensive Planning and repairLand Development Regulation Act, normal wear Chapter 163, Part II, Fla. Stat. ("Growth Management Act"), and tear excepted---------- --------------------- any subsequent amendments thereto, and complies with all those certain specified land development regulations required pursuant to the Growth Management Act to be adopted by County and to be consistent with and implement the Plan.

Leased Real Property. The Business (a) Neither Seller nor any Subsidiary thereof owns any Real Property with respect to the Business. (b) SCHEDULE 1.1(a) contains a true and correct list of each parcel of Leased Real Property used in or in connection with the Business. A true and correct copy of each Assigned Real Property Lease has been provided to Purchaser. Seller is the lessee under each of the Assigned Real Property Leases. Each Assigned Real Property Lease is legal, valid, binding, in full force and effect and enforceable against each party thereto. Seller has no interest in Knowledge of an existing Default by it or any real property other than party to such Assigned Real Property Leases. Each Assigned Real Property Lease grants the tenant under the Assigned Real Property Lease the exclusive right to use and occupy the Leased Real Property thereunder. Seller enjoys peaceful and undisturbed possession under its respective Assigned Real Property Leases for the Leased Real Property. Section 3.10 Except for Permitted Encumbrances or as described in SCHEDULE 5.10(b), Seller's interest in the Assigned Real Property Leases is free and clear of any Liens other than Permitted Encumbrances, and is not subject to any deeds of trust, assignments, subleases, or rights of any Third Parties known to or created or permitted by Seller other than the Seller Disclosure Schedules sets forth lessor thereof or any mortgagees of such lessors. The assignment of any of Seller's rights in and to the address of each parcel of real property leased by Assigned Real Property Leases to Purchaser will not cause a Default under any Assigned Real Property Leases, except for those leases identified on SCHEDULE 5.2 as requiring Consents. (c) All improvements on the Business (the “Leased Real Property”Property conform to all applicable state and local Laws or use restrictions, and a true and complete list of all leases the property is zoned for each the various purposes for which such Leased Real Property and improvements thereon are presently being used. (eachd) Seller has received no written notice and has no Knowledge of any pending or threatened condemnations, a “Lease”)planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Real Property. Seller has made available to Purchaser received no written or oral notice of any material unscheduled increase in the rent or other amounts payable in respect of any Assigned Real Property Lease, whether as a true and complete copy of each such Lease. With respect to each result of the Leases: transactions contemplated by this Agreement or otherwise. (ie) Such lease There is legalno private restrictive covenant or governmental use restriction (including zoning) on all or any portion of the Leased Real Property which prohibits the current use of the Leased Real Property. Seller has all easements, valid rights-of-way, and binding similar authorizations required for the use of the Leased Real Property as heretofore conducted, except to the extent that the failure to have such easements, rights of way or similar authorizations would not, individually or in the aggregate, have a material adverse effect on the Businessvalue or use of the applicable parcel of Leased Real Property. (f) There is no material violation of any covenant, condition, restriction, easement or agreement or order of any Regulatory Authority that affects in any material respect the Leased Real Property or the ownership, operation, use or occupancy thereof. All licenses, permits and approvals required for the occupancy and operation of the Leased Real Property (with appurtenant parking uses) as presently being used have been obtained and are in full force and effect and Seller has received no written notices of violations in accordance connection with such items. No material damage or destruction has occurred with respect to any of the Leased Real Property. (g) Seller does not have in its terms possession any studies or reports which indicate any defects in the design or construction of any of the improvements on the Leased Real Property included in the Assigned Real Property Leases. (h) No Person has any right, option, right of first refusal or any other Contract, whether oral or written, with respect to the purchase, assignment or transfer of all or any portion of the Leased Real Property. (i) The Leased Real Property is not subject to the effect of or affected by any Laws special assessment for public improvements or otherwise, whether or not a Lien presently exists upon such Leased Real Property. Seller has not made any commitment to any Regulatory Authority, utility company, school board, church or other religious body, homeowner or homeowner's association or any other organization, group or individual relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance any of the Leased Real Property which would impose an obligation upon Seller or preferential transfersits successors or assigns to make any contributions or dedications of money or land, or similar Laws relating to construct, install or affecting creditors’ rights generally and subjectmaintain any improvements of a public or private nature as part of such Leased Real Property. No Regulatory Authority has imposed any requirement that Seller pay, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity directly or at law); (ii) Neither the Seller nor any of its Affiliates, nor to the Knowledge of Sellerindirectly, any other party to special fees or contributions or incur any expenses or obligations in connection with the Lease, is in breach or default under any provision is such Lease; and (iii) development of the Business has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof. To the Knowledge of the Seller, there is no condemnation, expropriation other than any regular and nondiscriminatory local real estate or other proceeding in eminent domain or any similar proceeding pending or threatened affecting the Business’ interest in any school Taxes assessed against such Leased Real Property. There exists no writ, injunction, decree, order or judgment outstanding, nor any litigation, pending, or to the Knowledge of the Seller, threatened in writing, relating to the lease, use, occupancy or operation of the Business of any Leased Real Property. All buildings, structures and improvements located on, fixtures contained in, and appurtenances attached to The parcels comprising the Leased Real Property are separately assessed for Real Property Taxes and are not combined with any other real property for Tax assessment purposes. Seller has not received any notice of any contemplated or actual reassessment of the Leased Real Property included in good the Assigned Real Property Leases or any portion thereof for general real estate Tax purposes. As of the date hereof, to Seller's Knowledge, all due and payable Taxes, water charges and sewer charges affecting the Leased Real Property included in the Assigned Real Property Leases, or any portion thereof have been paid. (j) The parcels comprising the Leased Real Property constitute separately subdivided, legally distinct parcels of land. Seller has complied in all material respects with all applicable Laws and restrictions pertaining to and affecting such Leased Real Property which relate to such subdivision. (k) There is no Default by Seller nor, to Seller's Knowledge, any other party thereto, under any Liens which may affect the Leased Real Property or any portion thereof which are to be performed or complied with by the owner of such Leased Real Property, and no condition and repairor circumstance exists which, normal wear and tear exceptedwould constitute a Default by Seller nor, to Seller's knowledge, any other party thereto, under any such Liens.

Leased Real Property. The Business has no interest in any Schedule 4.14 identifies all real property currently occupied, used or leased by Sellers in connection with the operation of the Business (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, appurtenances and related rights of every nature, collectively, the “Leased Real Property”). Sellers lease no real property in connection with the operation of the Business, other than the Leased Real Property. Section 3.10 Sellers own no real property used in connection with the operation of the Business. Schedule 4.14 separately identifies all real property previously owned, used or leased by either Seller Disclosure Schedules sets forth or in which either Seller previously had an interest in connection with the address operation of the Business, within ten (10) years prior to the date of this Agreement. Schedule 4.14 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of real property Leased Real Property shown as currently leased by the Business Seller on Schedule 4.14 (the “Leased Real PropertyFacility Leases”, ). The use and a true and complete list operation of all leases for each such Leased Real Property by Sellers conform in all material respects to all applicable building, zoning, safety and subdivision laws and other Legal Requirements (eachother than Environmental Laws) and, a “Lease”)to Sellers’ Knowledge, all restrictive covenants and restrictions and conditions affecting title. Seller has made available not received any written or, to Purchaser a true and complete copy Sellers’ Knowledge, oral notice of each such Lease. With respect assessments for public improvements against any Leased Real Property or any written or, to each Sellers’ Knowledge, oral notice or Order by any Governmental Body, insurance company or board of the Leasesfire underwriters or other body exercising similar functions that: (i) Such lease is legalrelates to violations of building, valid and binding on safety or fire ordinances or regulations at the Business, and in full force and effect in accordance with its terms subject to the effect of any Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law)Leased Real Property; (ii) Neither claims any material defect or deficiency with respect to any Leased Real Property; or (iii) requests the performance of any material repairs, alterations or other work to or in any Leased Real Property or in any streets bounding the Leased Real Property. No Seller nor has received a written notice of any pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of its Affiliatesany parcel of Leased Real Property. There are no leases, nor to the Knowledge of Sellersubleases, licenses or agreements (including any amendments or modification thereto) granting any other party the right of use or occupancy of any portion of the Leased Real Property, and no Seller has granted or entered into any lease, sublease, license, option, right of first refusal or other contractual right or similar agreement to purchase, assign or dispose of the Lease, is in breach Facility Leases or default under to allow or grant to any provision is such Lease; and (iii) the Business has not subleased, licensed or otherwise granted any Person third party the right to use or occupy such Leased Real Property or any portion thereof. To the Knowledge of the Seller, there is no condemnation, expropriation or other proceeding in eminent domain or any similar proceeding pending or threatened affecting the Business’ interest in any Leased Real Property. There exists no writ, injunction, decree, order or judgment outstanding, nor any litigation, pending, or to Sellers have all certificates of occupancy and Governmental Authorizations necessary for the Knowledge current and continued use of the Seller, threatened in writing, relating to the lease, use, occupancy or Leased Real Property and operation of the Business of any Leased Real Property. All buildings, structures and improvements located on, fixtures contained in, and appurtenances attached to the Leased Real Property are in good condition and repair, normal wear and tear exceptedFacilities.

Leased Real Property. The Business has no interest in any Schedule2.1(m) lists all real property other than or related premises currently leased or subleased by Seller, and sets forth the name of the landlord (or sublandlord, as applicable) and the street address and unit number of the Leased Real Property. Section 3.10 of the Seller Disclosure Schedules sets forth the address of each parcel of real property leased by the Business (the “Leased Real Property”True, and a true correct and complete list copies of all leases for leases, subleases, licenses or other agreements (and all amendments, supplements or modifications to each such instrument) with respect to the Leased Real Property (eachcollectively, a the “LeaseLease Documents”). Seller has ) have been made available to Purchaser Buyer. The Seller has a true valid and complete copy enforceable leasehold interest in all Leased Real Property, in each case free and clear of each such Leaseall Liens, other than Permitted Liens. With respect to each The Leased Real Property constitutes all real property interests of any nature whatsoever used or held for use in the operation of the Leases: (i) Such lease Seller’s business as currently conducted. The Seller is legal, valid and binding on the Business, and in full force and effect in accordance with its terms not subject to the effect of any Laws relating governmental decree or Order to bankruptcybe sold or is being condemned, reorganizationexpropriated or otherwise taken by any Governmental Authority and, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law); (ii) Neither the Seller nor any of its Affiliates, nor to the Knowledge of Seller, any other party no such condemnation, expropriation or taking has been proposed or is contemplated. All Taxes required to be paid (including real and personal property Taxes and assessments and all special assessments, if any) pertaining to the LeaseLeased Real Property have been, is and will continue to be, paid in breach full on or default under any provision is before the date that such Lease; Taxes fall due, and (iii) the Business there are no currently existing delinquencies with respect thereto. Seller has not subleasedreceived any written notice of proposed local improvement charges or special levies with respect to the Leased Real Property. The Leased Real Property is supplied with utilities (including water, licensed or otherwise granted any Person sewage, disposal, electricity, gas and telephone) and other services necessary for the right to use or occupy operation of such Leased Real Property or any portion thereof. To the Knowledge of the Seller, there is no condemnation, expropriation or other proceeding in eminent domain or any similar proceeding pending or threatened affecting the Business’ interest in any Leased Real Property. There exists no writ, injunction, decree, order or judgment outstanding, nor any litigation, pending, or to the Knowledge of the Seller, threatened in writing, relating to the lease, use, occupancy or operation of the Business of any Leased Real Propertyas currently operated. All buildings, structures and improvements located on, fixtures contained in, and appurtenances attached to comprising any part of the Leased Real Property that are currently being used in the conduct of Seller’s business are in good satisfactory condition and repairhave been well maintained, normal wear and tear excepted.

Leased Real Property. The Business has no interest in any (a) Schedule 5.7(a) lists, as of the date of this Agreement, the street address of each parcel of Leased Real Property and the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property. No real property other than the Owned Real Property and the Leased Real Property is used by the Sellers in the Business as currently conducted. The Sellers have a valid leasehold interest in the Leased Real Property free and clear of all liens, claims, charges, options, rights of tenants, security interest and mortgages, other than Permitted Encumbrances. Each of the leases on Schedule 5.7(b) is in full force and effect and constitutes a legal, valid and binding obligation of the applicable Seller, enforceable in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and by general principles of equity, and, to the Knowledge of the Sellers, there is not a default, arrearage or unpaid obligation, including taxes, common area charges or the like which is due and owing with respect to such leases beyond any applicable grace period. To the Knowledge of the Sellers, no proceeding has been instituted against a Seller to evict or remove a Seller from the Leased Real Property. Section 3.10 of the Seller Disclosure Schedules . (b) Schedule 5.7(b) sets forth the address of each parcel of real property leased by the Business (the “Leased Real Property”, and a true and complete list of all leases for each such and subleases relating to the Leased Real Property and any and all ancillary documents pertaining thereto (eachincluding all amendments, a “Lease”modifications, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer and evidence of commencement dates and expiration dates). Seller has made available to Purchaser a true and complete copy of each such Lease. With respect to each of the Leases: (i) Such lease is legalsuch leases and subleases, valid and binding except as otherwise set forth on the BusinessSchedule 5.7(b), and in full force and effect in accordance with its terms subject to the effect no Seller has exercised or given any notice of any Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law); (ii) Neither the Seller nor any of its Affiliatesexercise, nor to the Knowledge has any lessor or landlord exercised or received any notice of Sellerexercise of, any other party option, right of first offer or right of first refusal contained in any such lease or sublease, including, without limitation, any such option or right pertaining to purchase, expansion, renewal, extension or relocation (collectively, "Options"). (c) The rental payment set forth in each lease or sublease of the Lease, is in breach or default under any provision is such Lease; and (iii) the Business has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property is the actual rent being paid, and there are no separate agreements or any portion thereof. To the Knowledge of the Seller, there is no condemnation, expropriation or other proceeding in eminent domain or any similar proceeding pending or threatened affecting the Business’ interest in any Leased Real Property. There exists no writ, injunction, decree, order or judgment outstanding, nor any litigation, pending, or understandings with respect to the Knowledge of same. Each Seller has the Seller, threatened full right to exercise its respective Options contained in writing, relating to the lease, use, occupancy or operation of the Business of any Leased Real Property. All buildings, structures respective leases and improvements located on, fixtures contained in, and appurtenances attached subleases pertaining to the Leased Real Property are in good condition on the terms and repair, normal wear conditions contained therein and tear exceptedupon due exercise would be entitled to enjoy the full benefit of such Options with respect thereto.

Leased Real Property. The Business has no interest Other than the Denric Tool Property and -------------------- as set forth in Schedule 3.13, Company does not own or occupy any real property. Schedule 3.13 lists the leases currently in effect with respect to the real property used or occupied by Company other than the Denric Tool Property (the "Leased Real Property"). Section 3.10 of the Seller Disclosure Schedules Schedule 3.13 also sets forth the address of forth, with respect to each parcel of real property leased by the Business (the “Leased Real Property”, and a true and complete list of all leases for each such Leased Real Property (eachleased pursuant to any oral lease arrangement, a “Lease”). Seller has made available to Purchaser a true and complete copy the material terms of each such Leaseoral lease. With respect to each of the Leases: (i) Such lease is legalTo Management's Knowledge, valid and binding on the Business, and there are now in full force and effect in accordance with its terms subject to duly issued certificates of occupancy permitting the effect of any Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law); (ii) Neither the Seller nor any of its Affiliates, nor to the Knowledge of Seller, any other party to the Lease, is in breach or default under any provision is such Lease; and (iii) the Business has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereofand improvements located thereon to be legally used and occupied as the same are now constituted. To the Knowledge of the SellerManagement's Knowledge, there is no condemnationclaim of adverse possession or prescriptive rights involving any of the Leased Real Property and no basis exists for any such claim. No public improvements have been commenced and, expropriation to Management's Knowledge, none are planned which in either case may result in special assessments against or other proceeding in eminent domain or any similar proceeding pending or threatened affecting the Business’ interest in otherwise materially adversely affect any Leased Real Property. There exists Except as set forth on Schedule 3.12, to Management's Knowledge, no writ, injunction, decree, order or judgment outstanding, nor any litigation, pending, or to the Knowledge of the Seller, threatened in writing, relating to the lease, use, occupancy or operation of the Business portion of any Leased Real Property. All buildings, structures and improvements located on, fixtures contained in, and appurtenances attached to of the Leased Real Property has been used as a landfill or for storage or landfill of Hazardous Materials (other than Hazardous Materials which are used in good condition and the ordinary course of the Business in accordance with the Environmental Laws). To Management's Knowledge, there is no (i) Order requiring repair, alteration, or correction of any existing condition affecting any Leased Real Property or the systems or improvements thereat, (ii) condition or defect which could give rise to an Order of the sort referred to in "(i)" above, or (iii) underground storage tanks, or any structural, mechanical, or other defects of material significance affecting any Leased Real Property or the systems or improvements thereat (including, but not limited to, inadequacy for normal wear and tear excepteduse of mechanical systems or disposal or water systems at or serving the Leased Real Property).

Leased Real Property. The Business has no interest in any real property other than the Leased Real Property. Section 3.10 of the Seller Disclosure Schedules sets forth the address (a) Schedule 4.12(a) contains a true and correct list of each parcel of real property Leased Real Property leased by the Business Sellers and utilized by the Sellers in the Business. True, correct and complete copies of all documents evidencing the leases described in Schedule 4.12 (a) have been delivered to the “Leased Real Property”Buyer prior to the date of this Agreement. Each of the leases described on Schedule 4.12(a) (other than the Frankfort Lease, which is not being assumed by the Buyer) is now, and a true and complete list of all leases for each such Leased Real Property (each, a “Lease”). Seller has made available to Purchaser a true and complete copy of each such Lease. With respect to each of the Leases: (i) Such lease is legal, valid and binding will be on the BusinessClosing Date, and in full force and effect in accordance effect; and there are not now, and will not be on the Closing Date, any existing defaults or events of default, real or claimed, or events which with its terms subject notice or lapse of time or both would constitute defaults, thereunder. All such leases except as otherwise indicated on Schedule 4.12(a) are fully assignable without the consent of any third party. (b) Schedule 4.12(b) contains a true and correct description of the Owned Real Property and the indebtedness secured thereby. GCS has good and marketable fee simple title to the effect Owned Real Property, free and clear of any Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, all Encumbrances except for Permitted Encumbrances. Copies of all documents evidencing Encumbrances upon the Owned Real Property shall have been delivered to the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law); (ii) Neither the Seller nor any of its Affiliates, nor Buyer prior to the Knowledge date of Seller, any other party to the Lease, is in breach or default under any provision is such Lease; and this Agreement. (iiic) the Business has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof. To the Knowledge of the Seller, there is no condemnation, expropriation or other proceeding in eminent domain or any similar proceeding pending or threatened affecting the Business’ interest in any Leased Real Property. There exists no writ, injunction, decree, order or judgment outstanding, nor any litigation, pending, or to the Knowledge of the Seller, threatened in writing, relating to the lease, use, occupancy or operation of the Business of any Leased Real Property. All buildings, structures and The improvements located on, fixtures contained in, and appurtenances attached to on the Leased Real Property and the Owned Real Property do not violate any applicable state or local laws, private restrictive covenant or governmental use restrictions (including zoning), building ordinances, or health and safety ordinances except to the extent that such violation would not have a material, adverse effect on the Business or Purchased Assets. (d) There are no pending or, to the Sellers' Knowledge, threatened condemnations, planned public improvements, annexation, special assessments, zoning, or subdivision changes, or other adverse claims affecting the Leased Real Property and the Owned Real Property. (e) All licenses, permits and approvals required for the occupancy and operation of the Leased Real Property and the Owned Real Property (with appurtenant parking uses) have been obtained and are in good condition full force and repaireffect, normal wear and tear exceptedthere are not violations in connection with such items. (f) Except as disclosed on Schedule 4.12(f), none of the Sellers nor the Stockholders possess any studies or reports that indicate any defects in the design or construction of any of the improvements on the Leased Real Property and the Owned Real Property. (g) There are no past due Taxes, assessments, or other charges affecting the Owned Real Property.

Leased Real Property. The Business has no interest in any real property other than Real Property that is the Leased Real Property. Section 3.10 of the Seller Disclosure Schedules sets forth the address of each parcel of real property leased by Seller pursuant to the Business Transferred Lease (the “Leased Real Property”) is the only Real Property that is used in the Business. The Transferred Lease is, in all material respects, a valid instrument, enforceable in accordance with its terms, except as limited by the Enforceability Exceptions. There is no default under or breach of the Transferred Lease by Seller or, to the Knowledge of Seller and the Company, the landlord under the Transferred Lease, and no event has occurred that, with notice or lapse of time, would constitute a true breach or default or permit termination, modification or acceleration under the Transferred Lease. To the Knowledge of Seller and complete list of all leases for each the Company, no security deposit or portion thereof deposited with respect to any such Leased Real Property (each, has been applied in respect of a “Lease”). Seller has made available to Purchaser a true and complete copy of each such Lease. With respect to each of the Leases: (i) Such lease is legal, valid and binding on the Business, and in full force and effect in accordance with its terms subject to the effect of any Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law); (ii) Neither the Seller nor any of its Affiliates, nor to the Knowledge of Seller, any other party to the Lease, is in breach or default under any provision such Leased Real Property. The landlord of the Transferred Lease is such not an Affiliate of, and otherwise does not have any economic interest in, the Company or Seller. Seller and the Company have delivered to Buyer correct and complete copies of the Transferred Lease; , as well as any other leases, subleases, licenses and (iii) other agreements for occupancy, including all amendments, extensions and other modifications thereto with respect to the Business Leased Real Property. Neither Seller nor the Company has not subleasedreceived notice that there are any pending or, licensed to the Knowledge of Seller and the Company, threatened, condemnation or otherwise granted any Person other proceedings relating to the right to use or occupy such Leased Real Property or any portion thereof. To other matters adversely affecting the Knowledge current use or occupancy of the Seller, there is no condemnation, expropriation or other proceeding in eminent domain or any similar proceeding pending or threatened affecting the Business’ interest in any Leased Real Property. There exists no writ, injunction, decree, order or judgment outstanding, nor any litigation, pending, or to Seller has received all requisite approvals (including Permits) required in connection with the Knowledge of the Seller, threatened in writing, relating to the lease, use, occupancy or operation of the Business Leased Real Property and has not received notice that the Leased Real Property has not been operated and maintained in all material respects in accordance with applicable Laws. The Leased Real Property is operated in compliance with all applicable Laws, including the Americans with Disabilities Act and all Laws with respect to zoning, building, fire, safety, health codes and sanitation. Neither Seller nor the Company has received notice of any actual or threatened special assessments or reassessments of the Leased Real Property. All buildings, structures structures, improvements, fixtures, building systems and improvements located on, fixtures contained inequipment, and appurtenances attached to all components thereof, included in the applicable Leased Real Property that are used in the operation of the Business, as presently conducted are in good operating condition and repair, normal (reasonable wear and tear excepted). The Leased Real Property constitutes sufficient real property to operate the Business, as presently conducted.

Leased Real Property. (a) The Business has no interest in any Leased Real Property constitutes all of the real property which is leased or used by the Company or its Subsidiaries. The full and accurate address of each parcel of Leased Real Property and the lessor of each parcel of Leased Real Property is identified on Schedule 4.16, together with the full and accurate mailing address of each such lessor known to the Company. Seller has previously delivered to Purchaser all of the Leases. (b) Except for the occupancy and use of the Leased Real Property by the Company or its Subsidiaries, there are no leases, tenancies, licenses or other rights of occupancy or use for any portion of the Leased Real Property in favor of Third Parties, and no person or entity other than the Company or its Subsidiaries occupies or uses any portion of the Leased Real Property. (c) There are no pending or, to the knowledge of the Company or any Seller, threatened, condemnations, eminent domain or similar proceedings which could affect any part of the Leased Real Property. Section 3.10 Sellers and the Company agree to notify Purchaser immediately upon learning that any assessment, or any condemnation, eminent domain or similar proceeding, has been commenced or is threatened, which could affect any part of the Seller Disclosure Schedules sets forth the address of each parcel of real property leased by the Business (the “Leased Real Property”. (d) To the knowledge of each Seller and the Company, the buildings and improvements constituting a part of the Leased Real Property, and the operation or maintenance thereof as operated and maintained, do not contravene any zoning, building or safety law or ordinance or other administrative regulation or violate any restrictive covenant or any other provision of applicable law which would have a true and complete list of all leases for each such Leased Real Property (each, a “Lease”)Material Adverse Effect. Seller has made available to Purchaser a true and complete copy of each such Lease. With respect to each of the Leases: (i) Such lease is legal, valid and binding on the Business, and in full force and effect in accordance with its terms subject to the effect of any Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law); (ii) Neither the Seller Company nor any of its AffiliatesSubsidiaries has received any notice of violation of any such law, nor to the Knowledge of Sellerordinance, any other party to the Lease, is in breach regulation or default under any provision is such Lease; and (iii) the Business covenant with which it has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereoffully and timely complied which would have a Material Adverse Effect. To the Knowledge knowledge of each Seller and the SellerCompany, there is no condemnationoutstanding notice of violation, expropriation order or other proceeding in eminent domain citation specifically against the Company or any similar proceeding pending of its Subsidiaries under any law, ordinance, governmental rule or threatened affecting regulation relating to any of the Business’ interest in any Leased Real Property. There exists no writ, injunction, decree, order or judgment outstanding, nor any litigation, pending, or to the Knowledge and all of the Sellerplants, threatened in writing, relating to the lease, use, occupancy or operation buildings and structures constituting a part of the Business of any Leased Real Property. All buildings, structures and improvements located on, fixtures contained in, and appurtenances attached to the Leased Real Property are in good operating condition and repair, normal in a state of good maintenance and repair sufficient for the efficient operation of the Business except for ordinary wear and tear exceptedtear.

Leased Real Property. The Business has no interest in any 4.22.2 of the Disclosure Schedule lists and describes briefly all real property other than the Leased Real Property. Section 3.10 that each of the Seller Disclosure Schedules sets forth the address of each parcel of real property leased by the Business Acquired Companies leases (the “Leased Real Property”) and each lease agreement with respect to such Leased Real Property. True, and a true correct and complete list copies of all leases for together with all amendments supplements, non-disturbance agreements and any other material documents pertaining thereto (collectively, the “Leases”) have been made available to Buyer. All of each such Acquired Company’s material leasehold interests in Leased Real Property (eachare held under valid, a “Lease”). Seller has made available to Purchaser a true binding and complete copy of each enforceable leases, except as such Lease. With respect to each of the Leases: enforceability may be limited by (i) Such lease is legal, valid bankruptcy laws and binding on the Business, and in full force and effect in accordance with its terms subject to the effect of any Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or other similar Laws relating to or laws affecting creditors’ rights generally generally, and subject, as to enforceability, to the effect of (ii) general principles of equity (equity, regardless of whether such enforceability is considered asserted in a Proceeding proceeding in equity or at law); (ii) Neither the Seller nor any of its Affiliates. There is no action pending or, nor to the Knowledge of Seller, threatened in writing that could reasonably be expected to interfere with the quiet enjoyment of any other party to the Lease, such leasehold interest. No Acquired Company has been notified in writing that it is in breach of any of its obligations in any lease under which it occupies or default under has any provision is such Lease; and (iii) the Business has not subleased, licensed leasehold or otherwise granted any Person the right to use or occupy such other interest in Leased Real Property or any portion thereof. To the Knowledge of the Seller, there is no condemnation, expropriation or other proceeding in eminent domain or any similar proceeding pending or threatened affecting the Business’ interest in any Leased Real Property. There exists no writ, injunction, decree, order or judgment outstanding, nor any litigation, pending, or and to the Knowledge of Seller there are no facts or circumstances which with the Seller, threatened in writing, relating to the lease, use, occupancy passage of time and or operation notice would constitute a default or event of the Business default under and such Lease. No Acquired Company has received any written notice of violation or claimed violation of any Leased Real Property. All buildingsapplicable building, structures zoning, subdivision and improvements located on, fixtures contained in, other land use and appurtenances attached to the similar Laws affecting its interests in Leased Real Property and to the Knowledge of Seller there are in good condition no facts or circumstances which with the passage of time and repair, normal wear and tear exceptedor notice would constitute such a violation.

Leased Real Property. The Business Leased Real Property constitutes all of the real property leased by the Company. Schedule 5.9 of the Disclosure Schedule sets forth a list of all of the Leases for the Leased Real Property and such Leases have not been amended, modified, supplemented, extended, renewed or assigned except as set forth on Schedule 5.9 of the Disclosure Schedule. With respect to each Lease for the Leased Real Property, neither the Company nor any Company Subsidiary, or to the Company’s knowledge, any of the other counterparties thereto is in material default under any such Lease. Each of the Company and the Company Subsidiaries, as applicable, has no a valid leasehold interest in its Leased Real Property free and clear of any real property Liens other than Permitted Liens and Liens securing the Credit Facility. Each of the Leases for the Leased Real Property is in full force and effect, except insofar as the effectiveness of such Lease may be limited by bankruptcy, insolvency or similar laws. Neither the Company nor any Company Subsidiary has received any written notice within the past twenty-four (24) months of any pending or, to the Company’s knowledge, threatened condemnations, planned public improvements, annexations or zoning, subdivision changes, or the bankruptcy or insolvency of any landlord under any Lease that would reasonably be expected to have a material and adverse effect on the Leased Real Property. Section 3.10 of All material licenses and permits required for the Seller Disclosure Schedules sets forth occupancy and operation on the address of each parcel of real property leased by the Business (the “Leased Real Property”, and a true and complete list of all leases for each such Leased Real Property (each, a “Lease”). Seller has made available to Purchaser a true as presently being used have been obtained and complete copy of each such Lease. With respect to each of the Leases: (i) Such lease is legal, valid and binding on the Business, and are in full force and effect effect, and, in accordance the last three (3) years, neither the Company nor any Company Subsidiary has received any written notice of violations in connection with its terms subject to the effect same. The present use of the Leased Real Property is in material compliance with all applicable zoning ordinances, occupancy codes, building codes, fire codes, and other local governmental regulations, and any Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law); (ii) applicable recorded covenants. Neither the Seller Company nor any of its Affiliates, nor to the Knowledge of Seller, any other party to the Lease, is in breach or default under any provision is such Lease; and (iii) the Business Company Subsidiary has not subleased, licensed or otherwise granted any Person anyone the right to use or occupy such the Leased Real Property or any portion thereof. To Neither the Knowledge of the Seller, there is no condemnation, expropriation Company nor any Company Subsidiary has collaterally assigned or granted any other proceeding in eminent domain or any similar proceeding pending or threatened affecting the Business’ security interest in any Lease that will not be released at Closing. The Company or a Company Subsidiary is in full and complete possession of the Leased Real Property and has commenced full occupancy and use of the Leased Real Property. There exists no writExcept as set forth on Schedule 5.9 of the Disclosure Schedule, injunction, decree, order or judgment outstanding, nor none of the Leases requires the consent of any litigation, pending, or third party prior to the Knowledge consummation by the parties of the Seller, threatened in writing, relating to the lease, use, occupancy or operation of the Business of any Leased Real Property. All buildings, structures and improvements located on, fixtures contained in, and appurtenances attached to the Leased Real Property are in good condition and repair, normal wear and tear exceptedtransactions contemplated by this Agreement.

Leased Real Property. (a) The Business Company does not currently own any real property, nor has no interest in the Company owned any real property since January 8, 2016. The Company does not hold any options or rights to acquire any real property nor is the Company obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell, lease or purchase any real property (other than the Leased Real Property. Section 3.10 of ). (b) Schedule 3.11(b) identifies (i) the Seller Disclosure Schedules sets forth the street address of each parcel of real property leased by the Business (the “Leased Real Property”, and (ii) the identification of the lease, license, sublease or other occupancy agreements and all amendments, modifications, supplements, and assignments thereto, together with all exhibits, addenda, riders and other documents constituting a true and complete list of all leases part thereof for each such parcel of Leased Real Property (eachcollectively, a the “LeaseLeases”), and the identification of all subleases, overleases, occupancy agreements and other ancillary agreements or documents pertaining to the tenancy at each such parcel of Leased Real Property, including, without limitation, all memoranda of lease, estoppel certificates, consents, commencement date letters, letters of extensions, subordination, non-disturbance and attornment agreements, documents or correspondence that affect or may affect the tenancy at any Leased Real Property (collectively the “Ancillary Lease Documents”). (c) The Leases and the Ancillary Lease Documents are valid, binding, enforceable and in full force and effect and have not been modified or amended except as disclosed on Schedule 3.11(b). Seller The Leases and the Ancillary Lease Documents constitute all of and the only agreements under which the Company holds leasehold or sub-leasehold interests in any real property. The Company has made available delivered to Purchaser a true Buyer full, complete and complete copy accurate copies of each such Lease. of the Leases and all Ancillary Lease Documents described in Schedule 3.11(b). (d) With respect to each of the Leases: Leases identified on Schedule 3.11(b), except as set forth on Schedule 3.11(d): (i) Such lease is the Lease and all Ancillary Lease Documents shall continue to be legal, valid and binding on the Businessvalid, binding, enforceable and in full force and effect in accordance with its on identical terms subject to following the effect of any Laws relating to bankruptcyClosing; (ii) neither the Company, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceabilitynor, to the effect knowledge of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law); (ii) Neither the Seller nor any of its Affiliates, nor to the Knowledge of SellerCompany, any other party to the Lease, any Leases or Ancillary Lease Documents is in breach or default, and, to the knowledge of the Company, no event has occurred which, with notice or lapse of time, would constitute such a breach or default or permit termination, modification or acceleration under the Leases or any provision is such Lease; and Ancillary Lease Documents; (iii) the Business has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof. To the Knowledge rent set forth in each Lease of the Seller, there is no condemnation, expropriation or other proceeding in eminent domain or any similar proceeding pending or threatened affecting the Business’ interest in any Leased Real Property. There exists no writ, injunction, decree, order or judgment outstanding, nor any litigation, pending, or to the Knowledge of the Seller, threatened in writing, relating to the lease, use, occupancy or operation of the Business of any Leased Real Property. All buildings, structures and improvements located on, fixtures contained in, and appurtenances attached to the Leased Real Property is the actual rent being paid, and there are no separate agreements or understandings with respect to the same; and (iv) the Company has not exercised or given any notice of exercise, nor has any lessor or landlord exercised or received any notice of exercise, of any option, right of first offer or right of first refusal contained in good condition and repairany such Lease or Ancillary Lease Document, normal wear and tear exceptedincluding any such option or right pertaining to purchase, expansion, renewal, extension or relocation. (e) Except as otherwise set forth in Schedule 3.11(e), the Company has not made any improvements or construction of a value in excess of $5,000 in the aggregate made to or constructed on any Leased Real Property within the applicable period for the filing of mechanics’ liens. (f) The Company has not entered into any Contract for the assignment or other transfer of the Leased Real Property.

Leased Real Property. The Business has no interest in Neither Aqua nor Redwood Park own any real property other than the Leased Real Propertyproperty. Section 3.10 of the Seller Disclosure Schedules Schedule 2.16 sets -------- ---- forth the address a true and complete list and common description of each parcel of real property leased by each of Aqua and the Business Redwood Park (the “"Leased Real Property”, ") and a true and complete list description of all leases for each such the Leased Real Property Property, the lessor, the expiration date of the current term, any security deposits, the exercise of any options to extend the lease and the monthly rental (each, a “Lease”)including base and all additional rents) and other material payments required to be paid thereunder. Seller has made available NCP and CTC have delivered to Purchaser Connectiv a true and complete copy of each such Leaselease, and amendments thereto, for the Leased Real Property. With respect to Except as disclosed on Schedule 2.16 each of the Leases: lease covering a Leased Real Property (i) Such lease is legal, valid and binding on the Business, and in full force -------- ---- and effect (there existing no default under any such lease which, with the lapse of time or notice or otherwise, would entitle the lessor to terminate the same), (ii) conveys the leased real estate purported to be conveyed thereunder, (iii) is enforceable by Aqua or Redwood Park, as the case may be, and will be enforceable by Connectiv in accordance with its terms subject terms, and (iv) constitutes the entire agreement between the parties thereto with respect to the effect subject matter thereof. Each of any Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally Aqua and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law); (ii) Neither the Seller nor any of its Affiliates, nor to the Knowledge of Seller, any other party to the Lease, is in breach or default under any provision is such Lease; and (iii) the Business has not subleased, licensed or otherwise granted any Person Redwood Park have the right to use or occupy such the Leased Real Property in accordance with the terms of such leases free and clear of all claims or any portion thereofother interests or rights of third parties. To the Knowledge knowledge of NCP and CTC, all structures, improvements and fixtures on the Leased Real Property and the current uses of the SellerLeased Real Property conform in all material respects to any and all applicable federal, state and local laws, building, health and safety and other ordinances, laws, rules and regulations. To the knowledge of NCP and CTC, there is are no condemnation, expropriation or other proceeding in eminent domain or any similar proceeding pending or threatened condemnation or similar proceedings or assessments affecting the Business’ interest in any Leased Real Property. There exists no writ, injunction, decree, order or judgment outstanding, nor any litigation, pending, or to the Knowledge of the Seller, threatened in writing, relating to the lease, use, occupancy or operation of the Business of any Leased Real Property. All buildingsof the assets of each of Aqua and Redwood Park (including, structures without limitation, inventory) and improvements Tangible Personal Property is located on, fixtures contained in, and appurtenances attached to at the Leased Real Property are only; except that certain assets may be located on property not leased by Aqua or Redwood Park, if Aqua or Redwood Park manages the restaurant located upon such property, but Aqua or Redwood Park has the right to such assets in good condition and repair, normal wear and tear exceptedthe event of a termination or expiration of such management arrangement.

Leased Real Property. The Business has (a) Schedule 4.30 sets forth a complete list of the Leased Real Property and details for each Leased Real Property including: (i) municipal address; (ii) legal description; (iii) area of premises; (iv) a description of all relevant documents (including amendments, extension notices, registered notices, non-disturbance agreements) including details of parties thereto and dates of documents; and (v) details of annual rent or license fee payable (with specifications whether same is inclusive or exclusive of management fees, government rates and government rent), applicable discounts or premiums associated therewith, current terms, renewal rights and security deposits or prepaid rent. (b) Except as disclosed in Schedule 4.30, the Real Property Leases have not been altered or amended and are in full force and effect. There are no interest in any real property Contracts between the landlord and tenant, or sublandlord and subtenant, or other than relevant parties, relating to the use and occupation of the Leased Real Property. Section 3.10 of , other than as contained in the Seller Disclosure Schedules sets forth the address of each parcel of real property leased by the Business (the “Leased Real Property”, and a true and complete list of all leases for each such Leased Real Property Leases. (each, c) There are no outstanding defaults (or events which would constitute a “Lease”). Seller has made available to Purchaser a true and complete copy default with the passage of each such Lease. With respect to each time or giving of notice or both) under the Leases: (i) Such lease is legal, valid and binding Real Property Leases on the Business, and in full force and effect in accordance with its terms subject to part of a Vendor or on the effect part of any Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law); (ii) Neither the Seller nor any of its Affiliates, nor to the Knowledge of Seller, any other party to the Lease, is in breach or default under any provision is such Lease; and (iii) the Business has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property Leases. (d) All interests held by the Vendor as lessee or occupant under the Real Property Leases are free and clear of all Encumbrances other than Permitted Encumbrances. (e) The Vendor does not have any portion thereof. To the Knowledge option (including an option for renewal), right of the Seller, there is no condemnation, expropriation first refusal or other proceeding in eminent domain or any similar proceeding pending or threatened affecting the Business’ interest in any Leased Real Property. There exists no writ, injunction, decree, order or judgment outstanding, nor any litigation, pending, or to the Knowledge of the Seller, threatened in writing, right relating to the lease, use, occupancy or operation of the Business of any Leased Real Property. All buildings, structures and improvements located on, fixtures contained in, and appurtenances attached to the Leased Real Property, other than as set out in the Real Property are Leases. (f) The Vendor has not waived, or omitted to take any action in good condition and repair, normal wear and tear exceptedrespect of any material rights under any of the Real Property Leases.