Common use of Leased Real Property Clause in Contracts

Leased Real Property. With respect to the Leased Real Property, except as reflected on Schedule 4.6: (a) The Seller is in exclusive possession thereof and of all easements, licenses or rights required by applicable Law for use and occupancy as are necessary to conduct the Business thereon as currently conducted by Seller; (b) To Seller's Knowledge, no portion thereof is subject to any pending condemnation proceeding or other proceeding by any Governmental authority materially adverse to the Leased Real Property and, to Seller's Knowledge, there is no threatened condemnation or other proceeding with respect thereto materially adverse to the Leased Real Property; (c) The Seller is not a lessor under, or otherwise a party to, any lease, sublease, license or concession pursuant to which Seller has granted to any Person the right to use or occupy all or any portion of the Leased Real Property; (d) There is no pending or, to Seller's Knowledge, threatened restriction or denial, governmental or otherwise, upon such ingress and egress. To Seller's Knowledge, no public improvements have been commenced and to Seller's Knowledge none are planned which in either case may result in special assessments against or otherwise materially adversely affect any Leased Real Property or Seller's rights or obligations under the Real Estate Leases. The Seller does not have notice or Knowledge of (i) an Order requiring repair, alteration, or correction of any existing condition affecting any Leased Real Property or the systems or improvements thereat or (ii) work that has been done or labor or materials that has or have been furnished to any Leased Real Property during the period of six (6) months immediately preceding the date of this Agreement for which Liens could be filed against any of the Leased Real Property, for which, in each case, Seller would be liable under the Real Estate Leases.

Leased Real Property. With respect (a) Seller does not own any real property of any kind and Seller is not a party to any agreement or option to purchase any real property or interest therein. (b) SCHEDULE 3.12(b) sets forth the address of each parcel of Leased Real Property, except as reflected on Schedule 4.6and a true and complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease document and a list of each amendment thereto). Seller has delivered to Buyer a true and complete copy of each such Lease (including all amendments thereto). With respect to each Leased Real Property: (ai) The such Lease is legal, valid, binding, enforceable and in full force and effect and Seller is has a valid and subsisting leasehold estate in exclusive possession thereof and the right to non-disturbance and quiet enjoyment of all easements, licenses or rights required by applicable Law the Real Property subject to the Lease for use and occupancy as are necessary to conduct the Business thereon as currently conducted by Sellerfull term thereof; (bii) To except for the consents listed in SCHEDULE 3.03(a), the transactions contemplated by this Agreement do not require the consent of any other party to such Lease, will not result in a breach of or default under such Lease, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller's Knowledge, no portion thereof is subject to any pending condemnation proceeding or other proceeding by any Governmental authority materially adverse to possession and quiet enjoyment of the Leased Real Property andunder such Lease has not been disturbed, there are no disputes with respect to such Lease and no event has occurred and no condition exists that would interfere with the Buyer's quiet enjoyment and use of the Leased Real Property following the Closing in the manner that it is currently used in the Business; (iv) Neither Seller nor, to Seller's Knowledge, there is no threatened condemnation or any other proceeding with respect thereto materially adverse party to the Leased Real PropertyLease is in breach of or default under such Lease, and no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (cv) The no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach of or default under such Lease that has not been redeposited in full; (vi) Seller does not owe, and will not owe in the future, any brokerage commissions or finder's fees with respect to such Lease; (vii) the other party to such Lease is not a lessor underan Affiliate of, and otherwise does not have any economic interest in, Seller; (viii) Seller has not assigned, subleased, licensed or otherwise a party to, any lease, sublease, license or concession pursuant to which Seller has granted to any Person the right to use or occupy all the Leased Real Property or any portion thereof; (ix) Seller has not collaterally assigned or granted any other Lien in such Lease or any interest therein; and (x) there are no Liens on the estate or interest created by such Lease other than Permitted Liens. (c) Except for the Mexican Facilities, the Leased Real Property comprise all of the real property used or intended to be used in, or otherwise related to, the Business. (d) To the Knowledge of Seller, all buildings, structures, fixtures, building systems and equipment, and all components thereof, including but not limited to the roof, foundation, load-bearing walls, and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm, and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, wiring, and cable installations, included in the Leased Real Property (the "IMPROVEMENTS") are in good condition and repair (subject to normal wear and tear) and sufficient for the operation of Seller's Business as currently conducted and as proposed to be conducted. To the Knowledge of Seller, all Improvements have been maintained periodically and regularly in compliance with manufacturer's recommendations, and in compliance with the standards of the trade and industry pertaining thereto. To the Knowledge of Seller, there are no structural deficiencies, patent defects or latent defects affecting any of the Improvements and there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any respect with the use or occupancy of the Improvements or any portion thereof in the operation of Seller's Business as currently conducted thereon or as proposed to be conducted. (e) There is no condemnation, expropriation or other proceeding in eminent domain, pending or, to the Knowledge of Seller, threatened, affecting any parcel of Leased Real Property or any portion thereof or interest therein. There is no injunction, decree, order, writ or judgment outstanding, or any claim, litigation, administrative action or similar proceeding, pending or, to the Knowledge of Seller, threatened, relating to the ownership, lease, use or occupancy of the Leased Real Property;Property or any portion thereof, or the operation of the Business as currently conducted thereon. (df) There To the Knowledge of Seller, the Leased Real Property is in compliance with all applicable building, zoning, subdivision, health and safety and other land use laws, including but not limited to the Americans with Disabilities Act of 1990, as amended, Environmental, Health, and Safety Requirements, and all insurance requirements affecting the Leased Real Property (collectively, the "REAL PROPERTY LAWS"), and the current use and occupancy of the Leased Real Property and operation of Seller's business thereon do not violate any Real Property Laws. Seller has not received any notice of violation of any Real Property Law and, to the Knowledge of Seller, there is no Basis for the issuance of any such notice or the taking of any action for such violation. To the Knowledge of Seller, there is no pending oror anticipated change in any Real Property Law that will materially impair the ownership, to lease, use or occupancy of any Leased Real Property or any portion thereof in the continued operation of Seller's Business as currently conducted thereon. (g) To Seller's Knowledge, threatened restriction all water, oil, gas, electrical, steam, compressed air, telecommunications, sewer, storm and waste water systems and other utility services or denial, governmental or otherwise, upon such ingress systems for the Commerce City Facilities have been installed and egressare operational and sufficient for the operation of the Business as currently conducted thereon and as contemplated to be conducted. To Seller's Knowledge, no each such utility service enters the Commerce City Facilities from an adjoining public improvements street or valid private easement in favor of the supplier of such utility service or appurtenant to the Commerce City Facilities, and is not dependent for its access, use or operation on any land, building, improvement or other real property interest that is not included in the Commerce City Facilities. (h) All certificates of occupancy, permits, licenses, franchises, approvals and authorizations (collectively, the "REAL PROPERTY PERMITS") of all Governmental Authorities, board of fire underwriters, association or any other entity having jurisdiction over the Commerce City Facilities that are required or appropriate to use or occupy the Commerce City Facilities or for Seller's operation of the Business as currently conducted thereon have been commenced issued and to Seller's Knowledge none are planned which in either case may result in special assessments against or otherwise materially adversely affect any Leased full force and effect. SCHEDULE 3.12(i) lists all Real Property Permits held by Seller with respect to the Commerce City Facilities. Seller has delivered to Buyer a true and complete copy of all Real Property Permits. Seller has not received any notice from any Governmental Authority threatening a suspension, revocation, modification or cancellation of any Real Property Permit and, to the Knowledge of Seller's rights , there is no Basis for the issuance of any such notice or the taking of any such action. The Real Property Permits are transferable to Buyer without the consent or approval of the issuing Governmental Authority or entity; no disclosure, filing or other action by Seller is required in connection with such transfer; and Buyer shall not be required to assume any additional liabilities or obligations under the Real Estate Leases. The Seller does not have notice or Knowledge Property Permits as a result of such transfer. (i) an Order requiring repairTo Seller's Knowledge, alteration, or correction none of any existing condition affecting any the Leased Real Property or any portion thereof is located in a flood hazard area (as defined by the systems or improvements thereat or (ii) work that has been done or labor or materials that has or have been furnished to any Leased Real Property during the period of six (6) months immediately preceding the date of this Agreement for which Liens could be filed against any of the Leased Real Property, for which, in each case, Seller would be liable under the Real Estate LeasesFederal Emergency Management Agency).

Leased Real Property. With (a) Schedule 2.25 sets forth a complete list of all leases, written or oral, of each parcel of real property leased by Seller (or any Affiliate of Seller) and used in or necessary for the Business as currently conducted (together with all rights, title and interest of Seller in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents in connection therewith) (the “Leased Real Property”), including the name of the lessor and lessee, the address of each parcel of real property leased thereunder, and all subleases, licenses and other agreements with respect thereto (individually, a “Lease” and collectively, the “Leases”). Seller has not subleased, licensed or otherwise granted any right to use or occupy the Leased Real Property under any Lease or any portion thereof on the Leased Property. All structures, improvements, fixtures, building systems and equipment, and all components thereof, are in good operating condition and are fit for the use intended. Each of the Leases is in full force and effect and constitutes a valid and binding agreement of Seller and the other parties thereto in accordance with their respective terms. Neither Seller nor any other party to a Lease is in default under any Lease, nor has Seller or any other party to a Lease received notice (written or oral) of the current existence of any event which with notice or lapse of time or both would constitute a default under such Lease by a Seller or by the other parties thereto, and no such event currently exists. Seller has not received notice (written or oral) that any party to any of the Leases intends to cancel, terminate or refuse to renew the same or to exercise or decline to exercise any option or other right thereunder. As of the date hereof, no party to the Leases has repudiated any provision thereof. All Leased Real Property and all improvements located thereon are in material compliance with all applicable Laws, and Seller has not received notice (written or oral) of any currently threatened or pending Actions in effect as to the Leases or the Leased Real Property, except as reflected on Schedule 4.6: (a) The and to the Knowledge of Seller, no Action is currently in effect or threatened with respect to the Leases or the Leased Real Property, including without limitation, any condemnation or similar proceeding, special assessment or change in zoning. Seller is has not granted or suffered to exist any Encumbrance in exclusive possession any Lease or affecting any Leased Real Property. All facilities leased or subleased under a Lease have received all governmental permits required in connection with the operation thereof and have been operated and maintained in accordance with applicable Laws. All facilities leased or subleased under a Lease are supplied with utilities and other services sufficient for the operation of said facilities as such facilities are presently operated. Seller has made available to Purchaser true, correct and complete copies of all easementsLeases, licenses tenant estoppels, subordination non-disturbance agreements, title insurance policies and surveys, and any and all amendments, modifications or rights required by applicable Law for use and occupancy as are necessary extensions thereof, relating to conduct the Business thereon as currently conducted by Seller; (b) To Seller's Knowledge, no portion thereof is subject to any pending condemnation proceeding or other proceeding by any Governmental authority materially adverse to affecting the Leased Real Property and, to Seller's Knowledge, there is no threatened condemnation or other proceeding with respect thereto materially adverse to the Leased Real Property; (c) The extent the foregoing are in the Seller’s possession or control. Seller is not a lessor under, or otherwise a party to, nor is obligated under any leaseoption, sublease, license right of first refusal or concession pursuant to which Seller has granted to any Person the other contractual right to use sell, grant, dispose of or occupy all or any portion of the Leased Real Property; (d) There is no pending or, to Seller's Knowledge, threatened restriction or denial, governmental or otherwise, upon such ingress and egress. To Seller's Knowledge, no public improvements have been commenced and to Seller's Knowledge none are planned which in either case may result in special assessments against or otherwise materially adversely affect any Leased Real Property or Seller's rights or obligations under the Real Estate Leases. The Seller does not have notice or Knowledge of (i) an Order requiring repair, alteration, or correction of any existing condition affecting any Leased Real Property or the systems or improvements thereat or (ii) work that has been done or labor or materials that has or have been furnished to any Leased Real Property during the period of six (6) months immediately preceding the date of this Agreement for which Liens could be filed against lease any of the Leased Real PropertyProperty or any portion thereof or interest therein to any Person other than Purchaser. There are no consents necessary to assign any Lease to Purchaser and such assignment shall not trigger any recapture right, for which, in each case, Seller would be liable termination right or similar right of a landlord under the Real Estate Leasesany Lease.

Leased Real Property. With respect The attached Schedule 5.11 lists and briefly describes all real properties leased or subleased to the Company for use in connection with the operation of the Business (the "Leased Real Property"). Except as set forth on the attached Schedule 5.11, and except for the Leased Real PropertyProperty and the properties identified in the attached Schedule 5.12, except the Company has not, in the ten years prior to the Closing Date owned, leased, subleased or otherwise used any real property in connection with the operation of the BusineSection. The Company has delivered to Purchaser true, correct and complete copies of the leases and subleases listed on the attached Schedule 5.11. Except as reflected set forth on the attached Schedule 4.65.11, with respect to each such lease or sublease: (a) The Seller the lease or sublease is legal, valid, binding, enforceable and in exclusive possession thereof full force and of all easements, licenses or rights required by applicable Law for use and occupancy as are necessary to conduct the Business thereon as currently conducted by Sellereffect; (b) To Seller's Knowledgethe lease or sublease will continue to be a legal, no portion thereof is subject to any pending condemnation proceeding or other proceeding by any Governmental authority materially adverse to valid, binding, and enforceable obligation of the Leased Real Property and, to Seller's Knowledge, there is no threatened condemnation or other proceeding with respect thereto materially adverse to the Leased Real PropertyCompany; (c) The Seller is not a lessor underneither the Company nor, or otherwise a party toto the Company's Knowledge, any leaseother party to the lease or sublease is in breach or default, and 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 lease or sublease by the Company or, to the Company's Knowledge, any other party to the lease or sublease; (d) to the Company's Knowledge, license no party to the lease or concession pursuant sublease has repudiated any of its provisions; (e) there are no disputes, oral agreements or forbearance programs in effect as to which Seller the lease or sublease; (f) the Company has granted to any Person the right to use not assigned, transferred, conveyed, mortgaged, deeded in trust or occupy encumbered all or any portion of its interest in the Leased Real Propertyleasehold or subleasehold; (dg) There is no pending or, to Seller's Knowledge, threatened restriction all facilities leased or denial, governmental subleased under the lease or otherwise, upon such ingress and egress. To Seller's Knowledge, no public improvements sublease have been commenced operated and maintained in accordance with applicable laws, rules and regulations, except where the failure to Seller's Knowledge none are planned which in either case may result in special assessments against comply with such laws, rules and regulations would not have a material adverse effect on the Business; (h) all facilities leased or otherwise materially adversely affect any Leased Real Property or Seller's rights or obligations subleased under the Real Estate Leases. The Seller does not have notice lease or Knowledge sublease are supplied with utilities necessary for the operation of such facilities; and (i) an Order requiring repair, alteration, all facilities leased or correction of any existing condition affecting any Leased Real Property or the systems or improvements thereat or (ii) work that has been done or labor or materials that has or have been furnished to any Leased Real Property during the period of six (6) months immediately preceding the date of this Agreement for which Liens could be filed against any of the Leased Real Property, for which, in each case, Seller would be liable subleased under the Real Estate Leaseslease or sublease are in good operating condition, ordinary wear and tear excepted.

Leased Real Property. Section 3.13(b) of the Disclosure Schedule lists all real property leased or subleased to the Seller and/or any of its Subsidiaries, the term of the applicable lease or sublease, the rent payable thereunder and the location of the applicable premises. With respect to each lease and sublease listed in Section 3.13(b) of the Leased Real Property, Disclosure Schedule: (i) except as reflected on Schedule 4.6: (a) The Seller is in exclusive possession thereof and of all easements, licenses or rights required by applicable Law for use and occupancy as are necessary to conduct the Business thereon as currently conducted by Seller; (b) To Seller's Knowledge, no portion thereof is subject to any pending condemnation proceeding or other proceeding by any Governmental authority materially adverse pursuant to the Leased Real Property andIndenture and the Revolver and Term Facility and except for Permitted Liens, to Seller's Knowledgeneither the Seller nor any of its Subsidiaries has assigned, there is no threatened condemnation or other proceeding with respect thereto materially adverse to the Leased Real Property; (c) The Seller is not a lessor undersubleased, transferred, conveyed, mortgaged, deeded in trust, or otherwise a party to, encumbered any lease, sublease, license or concession pursuant to which Seller has granted to any Person the right to use or occupy interest in all or any portion of any leasehold or subleasehold; (ii) except as disclosed in the Leased Real Property; SEC Reports, there are no disputes or forbearance programs in effect as to any lease or sublease; (diii) There all buildings and improvements leased or subleased thereunder have not been operated and maintained, and are not presently, in violation of applicable Laws in any manner that has had or would reasonably be expected to have a material adverse effect on the value, use or occupancy thereof as presently operated (provided that this clause (iii) shall apply only to the leased or subleased premises and shall not be deemed to be a representation or warranty in any manner regarding the building (other than the leased or subleased premises) in which the leased or subleased premises are located, or the land upon which such building is located, or of any matter for which the applicable landlord or sublandlord is responsible pursuant to the applicable lease or sublease), (iv) the Seller and/or one or more of its Subsidiaries has received all approvals of governmental authorities (including licenses and permits) required in connection with the operation thereof and has operated in compliance with the terms of such approvals; (v) there are no pending or, to Seller's Knowledgethe Knowledge of the Seller and its Subsidiaries, threatened restriction condemnation proceedings or denial, governmental actions relating to the property subject to such lease or otherwise, upon such ingress sublease; and egress. To Seller's Knowledge, no public (vi) all buildings and improvements have been commenced leased or subleased thereunder are presently supplied with utilities and to Seller's Knowledge none are planned which in either case may result in special assessments against or otherwise materially adversely affect any Leased Real Property or Seller's rights or obligations under other services necessary for the Real Estate Leases. The Seller does not have notice or Knowledge operation of (i) an Order requiring repair, alteration, or correction of any existing condition affecting any Leased Real Property or the systems or said buildings and improvements thereat or (ii) work that has been done or labor or materials that has or have been furnished to any Leased Real Property during the period of six (6) months immediately preceding the date of this Agreement for which Liens could be filed against any of the Leased Real Property, for which, in each case, Seller would be liable under the Real Estate Leasesas presently operated.

Leased Real Property. (a) Except as set forth on Schedule 3.8(a), no Company owns any real property, nor does any Company have the option to acquire any real property. (b) Schedule 3.8(b) sets forth a list of all Leased Real Property. Such Leased Real Property constitutes all of the real property occupied, operated or used in connection with the business of the Companies as presently conducted. True, correct and complete copies of all leases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) relating to Leased Real Property identified on Schedule 3.8(b) (the “Leases”) have been made available to Buyers. With respect to each Lease listed on Schedule 3.8(b): (i) each Company has a valid, subsisting and enforceable leasehold interest to the leasehold estate in the Leased Real Property granted to such Company pursuant to each pertinent Lease, subject to (x) bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights or the relief of debtors and (y) general principles of equity, including rules of law governing specific performance, injunctive relief and other equitable matters; (ii) each of the Leases has been duly authorized and executed by the applicable Company and is in full force and effect, and no Company has received any written or, to the Companies’ Knowledge, oral notice of any intention to terminate or not renew any Lease; (iii) no Company is, and, to the Companies’ Knowledge, no other party to any Lease is in, default or breach under any of the Leases, nor, to the Companies’ Knowledge, has any event occurred which, with notice or the passage of time, or both, would give rise to such a default or breach by any Company or any other party to any Lease; (iv) any security deposit required pursuant to each such Lease has been fully paid and not withdrawn, and no security deposit or portion thereof has been applied in respect of a breach of or default under any such Lease that has not been redeposited in full; and (v) no Company has, whether in writing or orally, assigned, subleased, conceded, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in any Lease or otherwise granted any other Person (other than another Company) the right to occupy or use any Leased Real Property. (c) To the Companies’ Knowledge, there are no material defects in the physical condition of any improvements constituting a part of the Leased Real Property, except as reflected on Schedule 4.6: (a) The Seller is including structural elements, mechanical systems, HVAC systems, roofs or parking and loading areas, and all of such improvements are in exclusive possession reasonable operating condition and repair taking into account the reasonably anticipated useful lives thereof and subject to reasonable wear and tear and routine necessary maintenance and repair of all easements, licenses or rights required by applicable Law for use similar assets of like age and occupancy as are necessary to conduct use. None of the Business thereon as currently conducted by Seller; (b) To Seller's Knowledge, no portion thereof Leased Real Property is subject to special flood or mudslide hazards or within the one hundred (100) year flood plain. All water, sewer, gas, electric, telephone, drainage and other utilities required by Law or necessary for the current or currently planned operation of the Leased Real Property have been installed and connected pursuant to valid Permits, and are sufficient to service the Leased Real Property as currently used and planned to be used. (d) No Company has received written notice from any Governmental Authority of any material violation of any Law, Order or Permit issued with respect to any of the Leased Real Property that has not been corrected heretofore and no such material violation now exists. All improvements constituting a part of the Leased Real Property are and have been for the past six (6) years in material compliance with all applicable Laws, Orders and Permits, and there are presently in effect all material Permits required by Law for the use of the Leased Real Property as currently used by the Companies. No Company has received any notice of any pending or threatened eminent domain proceedings, real estate Tax deficiency or reassessment or condemnation or similar proceeding relating to all or any portion of any of the Leased Real Property. (e) No Company has received any written notice of, and, to the Knowledge of the Companies, there is not currently pending, any condemnation, environmental, planning, zoning or other proceeding by land use regulation adversely affecting any of the Leased Real Property or any part thereof, or any sale or other disposition of any of the Leased Real Property, and, to the Knowledge of the Companies, no such regulations or sales or other dispositions are contemplated. To the Knowledge of the Companies, the Leased Real Property possesses all Permits from any Governmental authority materially adverse Authority having jurisdiction necessary for the continued operation and use of any of the Leased Real Property as it is currently used and operated. The Leased Real Property is in material compliance with all federal, state and local zoning and general land use plan designations and the use and improvements on the Leased Real Property are not “grandfathered” or other legal nonconforming uses or structures. To the Knowledge of the Companies, none of the Leased Real Property is located in a redevelopment or other area proposed for special land use designations, including historical or other overlay zones and moratoria or interim control ordinances, and to the Knowledge of the Companies, none of the Leased Real Property is currently proposed to be included in a redevelopment or other special land use area. No Company has received any written notice of any special assessment action or proceeding affecting any of the Leased Real Property and, to Seller's Knowledge, there is no threatened condemnation or other proceeding with respect thereto materially adverse to the Leased Real Property; (c) The Seller is not a lessor under, or otherwise a party to, any lease, sublease, license or concession pursuant to which Seller has granted to any Person the right to use or occupy all or any portion Knowledge of the Leased Real Property; (d) There is no pending or, to Seller's Knowledge, threatened restriction or denial, governmental or otherwise, upon such ingress and egress. To Seller's KnowledgeCompanies, no public improvements have been commenced and to Seller's Knowledge none are planned which in either case may result in special assessments against such action or otherwise materially adversely affect any Leased Real Property or Seller's rights or obligations under the Real Estate Leases. The Seller does not have notice or Knowledge of (i) an Order requiring repair, alteration, or correction of any existing condition affecting any Leased Real Property or the systems or improvements thereat or (ii) work that has been done or labor or materials that has or have been furnished to any Leased Real Property during the period of six (6) months immediately preceding the date of this Agreement for which Liens could be filed against any of the Leased Real Property, for which, in each case, Seller would be liable under the Real Estate Leasesproceeding is contemplated.

Leased Real Property. With respect to Neither the Company nor any of its Subsidiaries owns any real property. Schedule 4.7 sets forth the address of each parcel of real property leased by the Company or one of its Subsidiaries (the “Leased Real Property, except as reflected on Schedule 4.6: (a”) The Seller is in exclusive possession thereof and a true and complete list of all easementsLeases for each such Leased Real Property (including the date and name of the parties to such Lease document). The Company has delivered to Parent a true and complete copy of each such Lease document. Except as provided in Schedule 4.7, licenses with respect to each of the Leases: (i) such Lease is legal, valid, binding, enforceable against the Company or rights required by applicable Law for use any of its Subsidiaries, as applicable, and occupancy as are necessary to conduct the Business thereon as currently conducted by Seller; Knowledge of the Company, each counter party thereto, and in full force and effect in the form provided to Parent; (bii) To Seller's Knowledge, no portion thereof is subject to any pending condemnation proceeding the Company’s or other proceeding by any Governmental authority materially adverse to its Subsidiaries possession and quiet enjoyment of the Leased Real Property andunder such Lease has not been disturbed and to the Company’s Knowledge there are no disputes with respect to such Lease; (iii) the Company is not in breach or default under such Lease, (iii) neither the Company nor any of its Subsidiaries, nor to Seller's the Company’s Knowledge, there the other party to such Lease is in breach or default under such Lease, and no threatened condemnation event has occurred or other proceeding circumstance exists which, with respect thereto materially adverse to the Leased Real Property; (c) The Seller is not delivery of notice, the passage of time or both, would constitute such a lessor underbreach or default, or permit the termination, modification or acceleration of rent under such Lease; (iv) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise a party to, any lease, sublease, license or concession pursuant to which Seller has granted to any Person the right to use or occupy all such Leased Real Property or any portion thereof; and (v) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other Lien in such Lease or any interest therein. The Leased Real Property is supplied with utilities and other services necessary for the operation of the business conducted by the Company and its Subsidiaries therein. No condemnation proceeding is pending or, to the Company’s Knowledge, threatened, which would impair the occupancy, use or value of any of the Leased real Property. To the Company’s Knowledge, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, including in the Leased Real Property (the “Improvements”) are in good condition and repair. The Company or any of its Subsidiaries has the exclusive right to use and occupy the Leased Real Property pursuant to the terms of the Leases listed on Schedule 4.7 and all Licenses required to have been issued or appropriate to enable the Leased Real Property to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect. There are no outstanding notices of any uncorrected written violations of applicable building, safety, fire or housing ordinances with respect to the Leased Real Property. There are no purchase options, rights of first refusal or other similar contractual rights (i) pertaining to any of the leasehold interests of the Company or any of its Subsidiaries in any of the Leased Real Property; (d) There is no pending or, to Seller's Knowledge, threatened restriction or denial, governmental or otherwise, upon such ingress and egress. To Seller's Knowledge, no public improvements have been commenced and to Seller's Knowledge none are planned which in either case may result in special assessments against or otherwise materially adversely affect any Leased Real Property or Seller's rights or obligations under the Real Estate Leases. The Seller does not have notice or Knowledge of (i) an Order requiring repair, alteration, or correction of any existing condition affecting any Leased Real Property or the systems or improvements thereat or (ii) work that has been done to the Company’s Knowledge, otherwise affecting or labor relating to the Company’s or materials that has or have been furnished any of its Subsidiaries’ rights with respect to any Leased Real Property during the period of six (6) months immediately preceding the date of this Agreement for which Liens could be filed against any of the Leased Real Property, for which, in each case, Seller would be liable under the Real Estate Leases.

Leased Real Property. With Section 3.8(a) of Schedule III sets forth the address of each Leased Real Property facility of the Company Group as of the date hereof. Except as set forth on Section 3.8(a) of Schedule III, with respect to each of the leases for such Leased Real Property facility (each a “Real Property Lease”): (i) the Company or any of its Subsidiaries (as the case may be) has a valid leasehold estate in all Leased Real Property, which shall be free and clear of all Liens, except as reflected on Schedule 4.6: (a) The Seller Permitted Liens, and is in exclusive possession thereof and of all easements, licenses the properties purported to be leased or rights required by licensed under the applicable Law leases for use and occupancy as are necessary to conduct the Business thereon as currently conducted by Seller; (b) To Seller's Knowledge, no portion thereof is subject to any pending condemnation proceeding or other proceeding by any Governmental authority materially adverse to the Leased Real Property and, to Seller's Knowledge, there is no threatened condemnation or other proceeding with respect thereto materially adverse to the such Leased Real Property; , (cii) The Seller each Real Property Lease is a legal, valid, binding and enforceable against the Company or its Subsidiary party thereto, as applicable, and is in full force and effect, subject to proper execution of such lease by the other parties thereto and has not been modified, (iii) the transactions contemplated hereby do not require the consent of any other party to such lease and will not result in a lessor under, breach of or otherwise a party to, any default under such lease, sublease, license or concession pursuant to which Seller has granted to any Person the right to use or occupy all or any portion (iv) each of the Company Group and to the Company’s Knowledge, each of the other parties thereto, has performed in all material respects all material obligations required to be performed under each lease for each Leased Real Property; , (dv) There no member of the Company Group is in material breach or material default under any such lease to which it is party, and no pending orevent has occurred or circumstance exists which, to Seller's Knowledgewith the delivery of notice, threatened restriction passage of time or denialboth, governmental would constitute such a breach or otherwisedefault or permit the termination, upon modification or acceleration of rent under such ingress and egress. To Seller's Knowledgelease, no public improvements (vi) the Company or its Subsidiaries have been commenced and to Seller's Knowledge none are planned which not collaterally assigned or granted any other security interest in either case may result in special assessments against or otherwise materially adversely affect any Leased Real Property Lease or Seller's rights or obligations under the Real Estate Leases. The Seller does not have notice or Knowledge of any interest therein, (ivii) an Order requiring repair, alteration, or correction of any existing condition there are no developments affecting any Leased Real Property pending, or to the systems Company’s Knowledge, threatened, which individually or improvements thereat in the aggregate, impair, or (ii) work that has been done or labor or materials that has or have been furnished would reasonably be expected to any Leased Real Property during impair, the period of six (6) months immediately preceding the date of this Agreement for which Liens could be filed against any value of the Leased Real Property to which they relate or the present or intended use, occupancy and/or operation of such Leased Real Property, and (viii) the Leased Real Property and any buildings or equipment thereon owned or leased by the Company and its Subsidiaries have no material defects, are in good operating condition and repair and have been reasonably maintained consistent with standards generally followed in the industry (given due account to the age and length of use of same, ordinary wear and tear excepted), are adequate and suitable for whichtheir present and intended uses and, in the case of buildings (including the roofs thereof), are structurally sound. The Company has made available to Purchaser a true and complete copy of each caseReal Property Lease (including all amendments, Seller would be liable under the Real Estate Leasesextensions, renewals, guaranties and other agreements with respect thereto).

Leased Real Property. With respect Section 3.18(b) of the Company Disclosure Schedules sets forth a true and complete list of all real property leased, subleased, licensed, conceded or similarly used or occupied by any of the Group Companies (the “Leased Real Property”). Each Real Property Lease: (i) is in full force and effect and is a valid, legal and binding obligation of the applicable Group Company party thereto, (ii) is fully and unconditionally enforceable in accordance with its terms against such Group Company and each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity) and (iii) relates to a Leased Real Property used by the applicable Group Company party thereto in the performance and conduct of their respective businesses. There are no rights, events or circumstances which (with or without taking other action) would entitle any third party, other than the Group Company, to exercise a right of entry to, or take possession of, all or any part of any Leased Real Property, or which would, in any other way, affect or restrict the exclusive continued physical possession, free enjoyment or use of any Leased Real Property, other than as provided in the relevant Real Property Lease or under applicable Law. There is no breach or default by any Group Company or, to the Company’s knowledge, any third party under any Real Property Lease, and, to the Company’s knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof by, any counterparty to any Real Property Leases, except as reflected on Schedule 4.6: (a) is not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies. The Seller is in exclusive Group Companies’ possession thereof and quiet enjoyment of all easements, licenses or rights required by applicable Law for use and occupancy as are necessary to conduct the Business thereon as currently conducted by Seller; (b) To Seller's Knowledge, no portion thereof is subject to any pending condemnation proceeding or other proceeding by any Governmental authority materially adverse to the Leased Real Property andunder any Real Property Lease has not been materially disturbed, and to Seller's Knowledgethe Company’s knowledge, there is are no disputes, claims or demands, either pending or threatened condemnation or other proceeding in writing, with respect thereto materially adverse to any Real Property Lease, as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Leased Group Companies. True and complete copies of all such Real Property; Property Leases (cincluding all amendments, extensions, renewals, guaranties and other agreements with respect thereto) The Seller is under which the aggregate annual rental payments exceed €500,000 have been made available to IIAC. With respect to each of the Real Property Leases: (i) the applicable Group Company has not a lessor undersubleased, licensed or otherwise a party to, any lease, sublease, license or concession pursuant to which Seller has granted to any Person the right to use or occupy all or any portion of the Leased Real Property; (d) There is no pending or, to Seller's Knowledge, threatened restriction or denial, governmental or otherwise, upon such ingress and egress. To Seller's Knowledge, no public improvements have been commenced and to Seller's Knowledge none are planned which in either case may result in special assessments against or otherwise materially adversely affect any Leased Real Property or Seller's rights or obligations under the Real Estate Leases. The Seller does not have notice or Knowledge of (i) an Order requiring repair, alteration, or correction of any existing condition affecting any Leased Real Property or the systems or improvements thereat or portion thereof; and (ii) work that the applicable Group Company has been done not collaterally assigned or labor or materials that has or have been furnished to granted any Leased other security interest in such Real Property during the period of six (6) months immediately preceding the date of this Agreement for which Liens could be filed against Lease or any of the Leased Real Property, for which, in each case, Seller would be liable under the Real Estate Leasesinterest therein.

Leased Real Property. With Except as would not, individually or in the aggregate, be material to the Group Companies, taken as a whole, and with respect to clause (a) and this clause (b), (a) each Group Company has valid leasehold estates or contractual rights of occupancy in respect of all real property which are subject to Real Property Leases by any Group Company (collectively, the “Leased Real Property”) free and clear of all Liens and defects and imperfections, except as reflected on Schedule 4.6: (a) The Seller is in exclusive possession thereof and of all easementsPermitted Liens, licenses or rights required by applicable Law for use and occupancy as are necessary to conduct the Business thereon as currently conducted by Seller; (b) To Seller's KnowledgeSection 5.18(b) of the Company Disclosure Schedule sets forth a true, no portion thereof is subject to any pending condemnation proceeding or other proceeding by any Governmental authority materially adverse to correct and complete list (including street addresses) of all Leased Real Property and Real Property Leases, (c) the Leased Real Property andand its current use, to Seller's Knowledgeoccupancy and operation do not violate in any material respects any applicable zoning, there is no threatened condemnation subdivision or other proceeding land-use or similar applicable Laws, and no Group Company has made an application for re-zoning or land-use re-designation with respect thereto materially adverse to the Leased Real Property; (c) The Seller is not a lessor under, or otherwise a party to, any lease, sublease, license or concession pursuant to which Seller has granted to any Person the right to use or occupy all or any portion of the Leased Real Property; (d) There is no pending or, to Seller's Knowledge, threatened restriction or denial, governmental or otherwise, upon such ingress and egress. To Seller's Knowledge, no public improvements have been commenced and to Seller's Knowledge none are planned which in either case may result in special assessments against or otherwise materially adversely affect any Leased Real Property or Seller's rights or obligations under the Real Estate Leases. The Seller does not have notice or Knowledge of (i) an Order requiring repair, alteration, or correction of any existing condition affecting any Leased Real Property or the systems or improvements thereat or (ii) work that has been done or labor or materials that has or have been furnished to any Leased Real Property during the period of six (6) months immediately preceding the date of this Agreement for which Liens could be filed against any of the Leased Real Property, for which(d) the applicable Group Company has legal access to and from the Leased Real Property, (e) each Real Property Lease is in full force and effect and is valid and enforceable against such Group Company and the other parties thereto, in each caseaccordance with its terms, Seller and no Group Company or, to the Company’s knowledge, any other party thereto has received written notice of any default under any Company Real Property Lease, (f) to the Company’s knowledge, as of the date of this Agreement, there does not exist any pending or threatened condemnation or eminent domain Action that affect any Group Company’s Rights-of-Way or Leased Real Property, (g) prior to the date of this Agreement, true, correct and complete copies of all Real Property Leases have been made available to SPAC, (h) to the Company’s knowledge, there are no outstanding defaults (or events which would be liable constitute a default with the passage of time or giving of notice or both) under any Real Property Lease by any Group Company party thereto nor, any other party thereto, and (i) except as otherwise stated herein, the Leased Real Estate LeasesProperty constitutes all of the real property interests necessary for the operation of the business of the Group Companies as it is currently being operated.

Leased Real Property. With Section 4.17(b) of the Company Disclosure Schedules lists, as of the date of this Agreement, (i) the address of each Leased Real Property (other than temporary construction site offices relating to individual projects); and (ii) the Leased Real Property in respect of which the Company or any of its Subsidiaries are required to pay €250,000 or more annually in rent (the “Material Leased Real Property”). The Company has made available to Yucaipa true, correct and complete copies of the Contracts (including all modifications, amendments, guarantees, supplements, waivers, extensions, renewals, side letters and other agreements with respect thereto) pursuant to which the Company or any of its Subsidiaries use or occupy (or have been granted an option to use or occupy) the Material Leased Real Property or is otherwise a party with respect to the Material Leased Real Property (the “Leases”). Each Lease is in full force and effect and is a valid, legal and binding obligation of the Company or its Subsidiary that is a party thereto, enforceable in accordance with its terms against the Company or its Subsidiary (as applicable) and, to the Company’s knowledge, each other party thereto, subject, in each case, to the Enforceability Exceptions. The Company or one of its Subsidiaries has a valid and subsisting leasehold estate in, and enjoys peaceful and materially undisturbed possession of, all Leased Real Property, except subject only to Permitted Liens. Except as reflected set forth on Schedule 4.6: (aSection 4.17(b) The Seller is in exclusive possession thereof and of all easementsthe Company Disclosure Schedules, licenses or rights required by applicable Law for use and occupancy as are necessary to conduct neither the Business thereon as currently conducted by Seller; (b) To Seller's Knowledge, no portion thereof is subject to any pending condemnation proceeding or other proceeding by any Governmental authority materially adverse to the Leased Real Property and, to Seller's Knowledge, there is no threatened condemnation or other proceeding with respect thereto materially adverse to the Leased Real Property; (c) The Seller is not Company nor its Subsidiaries has a lessor under, or otherwise a party to, any lease, sublease, license or concession pursuant to which Seller has granted other Contract granting to any Person the right to use or occupy all or any portion of the Leased Real Property; (d) There is no pending or, to Seller's Knowledge, threatened restriction or denial, governmental or otherwise, upon such ingress and egress. To Seller's Knowledge, no public improvements have been commenced and to Seller's Knowledge none are planned which in either case may result in special assessments against or otherwise materially adversely affect any Leased Real Property or Seller's rights any portion thereof. To the knowledge of the Company, neither the Company or obligations any of its Subsidiaries nor any other party under any Lease is in material breach or default under any Lease and no event has occurred or circumstance exists which, with the Real Estate Leasesdelivery of notice, the passage of time or both, would constitute a material breach or default under any Lease or would permit the termination thereof by any party of any Lease. The Seller does not have notice or Knowledge of (i) an Order requiring repair, alteration, or correction of any existing condition affecting any Leased Real Property or identified in Section 4.17(b) of the systems or improvements thereat or (ii) work that has been done or labor or materials that has or have been furnished Company Disclosure Schedules comprises all of the real property necessary to any Leased Real Property during conduct the period business of six (6) months immediately preceding the date of this Agreement for which Liens could be filed against Company and its Subsidiaries. Neither the Company nor any of the Leased Real Propertyits Subsidiaries that is a party to a Lease has assigned, for whichtransferred, conveyed, mortgaged, deed in each casetrust, Seller would be liable under the Real Estate Leasesencumbered, or collaterally assigned or granted any other security interest in any Lease or any interest therein.

Leased Real Property. With respect Section 3.18(b) of the Company Disclosure Schedules sets forth a true and complete list (including street addresses) of all real property and improvements located thereon leased, licensed, subleased, sublicensed, or otherwise used or occupied, or permitted to be used or occupied, by any of the Group Companies (the “Leased Real Property”) and all Real Property Leases (and the name and date of the parties to each of the parties to the Real Property Leases) pursuant to which any Group Company is a tenant, except licensee, subtenant, sublicensee, or other occupant as reflected on Schedule 4.6: (a) The Seller of the date of this Agreement. True and complete copies of all such Real Property Leases have been made available to JAWS. Each Real Property Lease is in exclusive possession thereof full force and effect and is a valid, legal and binding obligation of all easementsthe applicable Group Company party thereto, licenses or rights required by applicable Law for use and occupancy as are necessary enforceable in accordance with its terms against such Group Company and, to conduct the Business thereon as currently conducted by Seller; Company’s knowledge, each other party thereto (b) To Seller's Knowledge, no portion thereof is subject to any pending condemnation proceeding applicable bankruptcy, insolvency, reorganization, moratorium or other proceeding Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). Except as set forth in Section 3.18(b) of the Company Disclosure Schedules, (i) the transactions contemplated by this Agreement will not require the consent of any Governmental authority materially adverse party to any Real Property Leases, will not result in a breach of or default under any Real Property Leases or otherwise cause the Real Property Leases to (A) no longer be in full force and effect or (B) cease to be the valid, legal and binding obligation of each of the applicable Group Company party thereto and each other party thereto, enforceable in accordance with its terms against such Group Company and each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), (ii) the quiet possession and enjoyment of each applicable Group Company to its respective Leased Real Property has not been disturbed, (iii) there is no dispute, breach or default by any Group Company or, to the Company’s knowledge, any third party under any Real Property Lease, and, to Seller's Knowledgethe Company’s knowledge, there is no threatened condemnation event has occurred which (with or other proceeding without notice or lapse of time or both) would constitute a dispute, breach or default or would permit termination of, or a modification or acceleration thereof by any party to such Real Property Leases, (iv) no security deposit or portion thereof deposited with respect thereto materially adverse such Real Property Lease has been applied in respect of a dispute, breach or default under such Real Property Lease which has not been redeposited in full, (v) no Group Company owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to such Real Property Lease, (vi) the Leased counterparty to such Real Property; (c) The Seller Property Lease is not a lessor underCompany Non-Party Affiliate and otherwise has never and presently does not have any economic interest in any Group Company, (vii) no Group Company has leased, subleased, licensed, sublicensed, or otherwise a party to, any lease, sublease, license or concession pursuant to which Seller has granted to any Person the right to use or occupy all such Leased Real Property or any portion thereof, (viii) the Leased Real Property comprise all of the real property used or intended to be used in, or otherwise related to, the Business, and (ix) the Leased Real Property and the furniture, fixtures and equipment located therein or thereon, as applicable, is in good condition and repair and sufficient for the operation of the Business, and there are no facts or conditions affecting any of the furniture, fixtures and equipment located in or upon the Leased Real Property which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Leased Real Property; (d) There is no pending or, to Seller's Knowledge, threatened restriction or denial, governmental or otherwise, upon such ingress and egress. To Seller's Knowledge, no public improvements have been commenced and to Seller's Knowledge none are planned which in either case may result in special assessments against or otherwise materially adversely affect any Leased Real Property or Seller's rights or obligations under any portion thereof in the Real Estate Leases. The Seller does not have notice or Knowledge of (i) an Order requiring repair, alteration, or correction of any existing condition affecting any Leased Real Property or the systems or improvements thereat or (ii) work that has been done or labor or materials that has or have been furnished to any Leased Real Property during the period of six (6) months immediately preceding the date of this Agreement for which Liens could be filed against any operation of the Leased Real Property, for which, in each case, Seller would be liable under the Real Estate LeasesBusiness.

Leased Real Property. With Section 4.17(b) of the Company Disclosure Schedules lists, as of the date of this Agreement, (i) the address of each Leased Real Property (other than temporary construction site offices relating to individual projects); and (ii) the Leased Real Property in respect of which the Company or any of its Subsidiaries are required to pay €250,000 or more annually in rent (the “Material Leased Real Property”). The Company has made available to SPAC true, correct and complete copies of the Contracts (including all modifications, amendments, guarantees, supplements, waivers, extensions, renewals, side letters and other agreements with respect thereto) pursuant to which the Company or any of its Subsidiaries use or occupy (or have been granted an option to use or occupy) the Material Leased Real Property or is otherwise a party with respect to the Material Leased Real Property (the “Leases”). Each Lease is in full force and effect and is a valid, legal and binding obligation of the Company or its Subsidiary that is a party thereto, enforceable in accordance with its terms against the Company or its Subsidiary (as applicable) and, to the Company’s knowledge, each other party thereto, subject, in each case, to the Enforceability Exceptions. The Company or one of its Subsidiaries has a valid and subsisting leasehold estate in, and enjoys peaceful and materially undisturbed possession of, all Leased Real Property, except subject only to Permitted Liens. Except as reflected set forth on Schedule 4.6: (aSection 4.17(b) The Seller is in exclusive possession thereof and of all easementsthe Company Disclosure Schedules, licenses or rights required by applicable Law for use and occupancy as are necessary to conduct neither the Business thereon as currently conducted by Seller; (b) To Seller's Knowledge, no portion thereof is subject to any pending condemnation proceeding or other proceeding by any Governmental authority materially adverse to the Leased Real Property and, to Seller's Knowledge, there is no threatened condemnation or other proceeding with respect thereto materially adverse to the Leased Real Property; (c) The Seller is not Company nor its Subsidiaries has a lessor under, or otherwise a party to, any lease, sublease, license or concession pursuant to which Seller has granted other Contract granting to any Person the right to use or occupy all or any portion of the Leased Real Property; (d) There is no pending or, to Seller's Knowledge, threatened restriction or denial, governmental or otherwise, upon such ingress and egress. To Seller's Knowledge, no public improvements have been commenced and to Seller's Knowledge none are planned which in either case may result in special assessments against or otherwise materially adversely affect any Leased Real Property or Seller's rights any portion thereof. To the knowledge of the Company, neither the Company nor any of its Subsidiaries nor any other party under any Lease is in material breach or obligations default under any Lease and no event has occurred or circumstance exists which, with the Real Estate Leasesdelivery of notice, the passage of time or both, would constitute a material breach or default under any Lease or would permit the termination thereof by any party of any Lease. The Seller does not have notice or Knowledge of (i) an Order requiring repair, alteration, or correction of any existing condition affecting any Leased Real Property or identified in Section 4.17(b) of the systems or improvements thereat or (ii) work that has been done or labor or materials that has or have been furnished Company Disclosure Schedules comprises all of the real property necessary to any Leased Real Property during conduct the period business of six (6) months immediately preceding the date of this Agreement for which Liens could be filed against Company and its Subsidiaries. Neither the Company nor any of the Leased Real Propertyits Subsidiaries that is a party to a Lease has assigned, for whichtransferred, conveyed, mortgaged, deed in each casetrust, Seller would be liable under the Real Estate Leasesencumbered, or collaterally assigned or granted any other security interest in any Lease or any interest therein.

Leased Real Property. With Section 3.14(b) of the Disclosure Schedule sets forth a complete list of all leases (including all amendments, extensions, renewals, and guaranties) and other agreements (including the property address, date, title and parties thereto) under which Real Property is leased, subleased, licensed, sublicensed or otherwise occupied by any of the Acquired Companies and is used or held for use in the operation of the Business (the “Leased Real Property”). The Seller has delivered to the Purchaser complete copies of all such leases, including any amendments, modifications or terminations thereto and thereof and in the case of any oral lease, a written summary of the material terms of such lease. All of such leases and agreements are in full force and effect and there is no default by any of the Acquired Companies or, to the Knowledge of the Seller, by any other third party thereunder, and, to the Knowledge of the Seller, no event has occurred which, with the giving of notice, lapse of time or both, would be a default thereunder, and no default under any such lease or agreement will occur as a result of the transactions contemplated hereby nor will the transactions contemplated hereby cause any lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing. Each of the Acquired Companies enjoys peaceful and undisturbed possession of all such Leased Real Property. There is no condemnation, expropriation or other Action in eminent domain, pending or, to the Knowledge of the Seller, threatened, affecting any parcel of the Leased Real Property or any portion thereof or interest therein. In addition, (i) such leases and agreements are at present and, on the date of the Closing shall be legal, valid, binding, enforceable and in full force and effect unless any such lease shall have expired in accordance with its terms (and not as a result of any termination or other acceleration of the stated expiration date thereof); (ii) to the Knowledge of the Seller, there are no setoffs, counterclaims or disputes existing or asserted with respect to any such leases; (iii) no Acquired Company has made any agreement with any landlord or sublessor under any such lease for any deduction from or increase to the rents or other amounts payable thereunder; (iv) the other party to such lease is not an Affiliate of, and otherwise does not have any economic interest in, the Seller or any of the Acquired Companies; (v) neither Seller or its Affiliates (to the extent Related to the Business) nor any of the Acquired Companies has collaterally assigned or granted any other security interest in any lease or any interest therein; and (vi) except for the leases identified in Section 3.14(b) of the Disclosure Schedule, there are no occupancy rights, subleases or licenses affecting the Leased Real Property, except as reflected on Schedule 4.6: (a) The Seller is in exclusive possession thereof and of all easements, licenses or rights required by applicable Law for use and occupancy as are necessary to conduct the Business thereon as currently conducted by Seller; (b) To Seller's Knowledge, no portion thereof is subject to any pending condemnation proceeding or other proceeding by any Governmental authority materially adverse to the Leased Real Property and, to Seller's Knowledge, there is no threatened condemnation or other proceeding with respect thereto materially adverse to the Leased Real Property; (c) The Seller is not a lessor under, or otherwise a party to, any lease, sublease, license or concession pursuant to which Seller has granted to any Person the right to use or occupy all or any portion of the Leased Real Property; (d) There is no pending or, to Seller's Knowledge, threatened restriction or denial, governmental or otherwise, upon such ingress and egress. To Seller's Knowledge, no public improvements have been commenced and to Seller's Knowledge none are planned which in either case may result in special assessments against or otherwise materially adversely affect any Leased Real Property or Seller's rights or obligations under the Real Estate Leases. The Seller does not have notice or Knowledge of (i) an Order requiring repair, alteration, or correction of any existing condition affecting any Leased Real Property or the systems or improvements thereat or (ii) work that has been done or labor or materials that has or have been furnished to any Leased Real Property during the period of six (6) months immediately preceding the date of this Agreement for which Liens could be filed against any of the Leased Real Property, for which, in each case, Seller would be liable under the Real Estate Leases.

Leased Real Property. With respect Section 3.14(a) of the Company Disclosure Letter contains a true, correct and complete list of all of the existing leases, subleases (which shall include subleases involving the Company or its Subsidiaries as either sublessor or sublessee), licenses or other agreements pursuant to which the Company or any of its Subsidiaries uses or occupies, or has the right to use or occupy, now or in the future, any real property as of the date of this Agreement and pursuant to which the Company or any of its Subsidiaries is obligated to pay consideration in excess of $100,000 (such property, the “Company Leased Real Property, except as reflected on Schedule 4.6: (a) The Seller is in exclusive possession thereof ,” and of all easements, licenses or rights required by applicable Law for use and occupancy as are necessary to conduct the Business thereon as currently conducted by Seller; (b) To Seller's Knowledge, no portion thereof is subject to any pending condemnation proceeding or other proceeding by any Governmental authority materially adverse to the Leased Real Property and, to Seller's Knowledge, there is no threatened condemnation or other proceeding with respect thereto materially adverse to the Leased Real Property; (c) The Seller is not a lessor under, or otherwise a party to, any each such lease, sublease, license or concession pursuant to which Seller has granted to any Person the right to use other agreement, including all amendments or occupy all or any portion of the Leased Real Property; (d) There is no pending ormodifications thereto, to Seller's Knowledge, threatened restriction or denial, governmental or otherwise, upon such ingress and egress. To Seller's Knowledge, no public improvements have been commenced and to Seller's Knowledge none are planned which in either case may result in special assessments against or otherwise materially adversely affect any Leased Real Property or Seller's rights or obligations under the Real Estate Leasesa “Company Lease”). The Seller does Company has made available to the Parent true, correct and complete copies of all material Company Leases (including all material modifications, amendments and supplements thereto). With respect to each Company Lease and except as would not reasonably be expected to have notice or Knowledge of a Company Material Adverse Effect, (i) an Order requiring repairto the Knowledge of the Company, alteration, or correction of any existing condition affecting any Leased Real Property or the systems or improvements thereat or there are no disputes with respect to such Company Lease; (ii) work that the Company or one of its Subsidiaries has been done not collaterally assigned, encumbered, or labor granted any other security interest in such Company Lease or materials that any interest therein; and (iii) there are no Liens (other than Permitted Liens) on the estate or interest created by such Company Lease. The Company or one of its Subsidiaries has or have been furnished to any Leased Real Property during valid leasehold estates in the period of six (6) months immediately preceding the date of this Agreement for which Liens could be filed against any of the Company Leased Real Property, for whichbinding and enforceable upon the Company or its Subsidiaries, as applicable, free and clear of all Liens (other than Permitted Liens), subject to the Enforceability Limitations. Except as would not reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in each case, Seller would be liable under default beyond any applicable notice and cure period pursuant to any Company Lease. None of the Real Estate LeasesCompany or any of its Subsidiaries owns any real property.

Leased Real Property. The Company has valid leasehold interests in all of the real property which it holds under the leases described in Schedule 4.15 of the Disclosure Schedules (collectively, the “Leased Real Property”), which leasehold interests are in each case free and clear of all Encumbrances, except for Permitted Exceptions. Following completion of the transactions contemplated herein, the Company shall continue to have valid leasehold interests in all of the real property which it holds under the leases described in Schedule 4.15 of the Disclosure Schedules, in each case free and clear of all Encumbrances except Permitted Exceptions. The Leased Real Property constitutes all real properties used or occupied by the Company or reflected on the Financial Statements. With respect to the Leased Real Property, except as reflected on Schedule 4.6: : (a) The Seller is in exclusive possession thereof and the Company has use of all easements, licenses or easements and rights required by applicable Law for use and occupancy as are necessary to conduct the Business thereon as currently conducted by Seller; Business; (b) To Seller's Knowledge, no portion thereof is subject to any pending pending, or to the Knowledge of the Key Employees any threatened, condemnation proceeding or other proceeding by any Governmental authority materially adverse public authority; (c) the Building and structures, including heating, ventilation and air conditioning systems, roof, foundation and floors, are in good operating condition and repair, subject only to ordinary wear and tear; (d) the Building and structures are not, and the operation of the Business at the Leased Real Property andis not, to Seller's Knowledge, there is no threatened condemnation in violation of any zoning or other proceeding with respect thereto materially adverse Requirements of Laws (including obtaining all approvals of any Governmental Body, including Governmental Permits, required in the operation thereof), except for such violations as do not and would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect; (e) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of any parcel of Leased Real Property; and (f) the Leased Real Property; (c) The Seller Property is not a lessor under, or otherwise a party to, any lease, sublease, license or concession pursuant to which Seller has granted to any Person supplied with utilities and other services necessary for the right to use or occupy all or any portion operation of such facilities as conducted by the Leased Real Property; (d) There is no pending or, to Seller's Knowledge, threatened restriction or denial, governmental or otherwise, upon such ingress and egress. To Seller's Knowledge, no public improvements have been commenced and to Seller's Knowledge none are planned which in either case may result in special assessments against or otherwise materially adversely affect any Leased Real Property or Seller's rights or obligations under the Real Estate Leases. The Seller does not have notice or Knowledge of (i) an Order requiring repair, alteration, or correction of any existing condition affecting any Leased Real Property or the systems or improvements thereat or (ii) work that has been done or labor or materials that has or have been furnished to any Leased Real Property during the period of six (6) months immediately preceding the date of this Agreement for which Liens could be filed against any of the Leased Real Property, for which, in each case, Seller would be liable under the Real Estate LeasesCompany.

Leased Real Property. With respect to the Leased Real Property, except as reflected on Schedule 4.6: (a) The Seller Company does not own any real property and is not party to any contract, option agreement or otherwise, pursuant to which it has the right or obligation to acquire title to or any interest in exclusive possession thereof and of all easements, licenses or rights required by applicable Law for use and occupancy as are necessary to conduct the Business thereon as currently conducted by Seller;real property. (b) To Seller's KnowledgeSection 6.8(b) of the Company Disclosure Schedules sets forth the address of any parcel of real property leased by TLA (collectively, no portion thereof the “Leased Real Property”), and a list of all the leases, subleases, amendments, extensions, renewals, guaranties, licenses, concessions and other agreements (whether written or oral) (collectively, “Leases”) for each such Leased Real Property. Seller has delivered to Buyer a true and complete copy of each such Lease document, and in the case of any oral Lease, a written summary of the material terms of such Lease. (c) Except as set forth in Section 6.8(c) of the Company Disclosure Schedules, with respect to each of the Leases: (i) such Lease is subject legal, valid and binding on the Company, enforceable and in full force and effect; (ii) the transactions contemplated by this Agreement do not require the consent of any other party to any pending condemnation proceeding such Lease, will not result in a breach of or other proceeding by any Governmental authority materially adverse default under such Lease, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) since March 1, 2021, TLA’s possession and quiet enjoyment of the Leased Real Property and, to Seller's Knowledge, under such Lease has not been disturbed and there is are no threatened condemnation or other proceeding disputes with respect thereto materially adverse to the Leased Real Propertysuch Leases; (civ) The Seller TLA, nor any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, could reasonably be expected to constitute such a lessor underbreach or default, or otherwise permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) all brokerage commissions and other compensation and fees payable by the Company by reason of the Leases, if any, have been paid in full, and to the Company’s Knowledge, all brokerage commissions and other compensation and fees payable by any other Persons by reason of the Leases have been paid in full; (vii) the other party to, to such Lease does not have any lease, sublease, license economic interest in Seller or concession pursuant to which TLA; (viii) Seller has and TLA have not collaterally assigned or granted to any Person the right to use or occupy all other security interest in such Lease or any interest therein; and (ix) there are no Encumbrances on the estate or interest created by such Lease other than Permitted Liens. (d) No portion of the Leased Real Property; (d) There is no pending or, or any building or improvement located thereon, violates any Law, including Environmental Laws and those relating to Seller's Knowledgezoning, threatened restriction or denialbuilding, governmental or otherwiseadult-use, upon such ingress land use, health and egresssafety, fire, air, sanitation and noise control. To Seller's KnowledgeExcept for the Permitted Liens, no public improvements have been commenced and to Seller's Knowledge none are planned which in either case may result in special assessments against or otherwise materially adversely affect any Leased Real Property or Seller's rights or obligations under the Real Estate Leases. The Seller does not have notice or Knowledge of business conducted thereon is subject to (i) an Order requiring repairany decree or order of any Governmental Authority or, alterationto the Knowledge of TLA or Seller, threatened or proposed order, or correction (ii) any rights of way, building use restrictions, exceptions, variances, reservations or limitations of any existing condition affecting nature whatsoever, recorded or not recorded. TLA has obtained all Permits required for the occupancy and use of the Leased Real Property for its current business operations, and all such Permits are in good standing, and neither TLA nor Seller has received notice of, and does not otherwise have any Knowledge of, any revocation or violations of any such Permits or that any revocation or violation is pending or threatened. The Leased Real Property constitutes all of the real property utilized by TLA in the operation of the Company. (e) Except as set forth on Section 6.8(e) of the Company Disclosure Schedules, there are no amounts disputed by TLA and not paid to the landlords of the properties listed on Section 6.8(b) of the Company Disclosure Schedules. (f) The Company is not party to any contract, option agreement or otherwise, pursuant to which it has the right or obligation to acquire title to real property. (g) Other than as may be included in any Lease, to the Seller’s and TLA’s Knowledge, there are no outstanding rights of first refusal, rights of reverter or options relating to the Leased Real Property or the systems or improvements thereat or (ii) work that has been done or labor or materials that has or have been furnished to any Leased Real Property during the period of six (6) months immediately preceding the date of this Agreement for which Liens could be filed against any of the Leased Real Property, for which, in each case, Seller would be liable under the Real Estate Leasesinterest therein.

Leased Real Property. With respect Section 3.18(b) of the Company Disclosure Schedules sets forth a true and complete list (including street addresses) of all real property and improvements located thereon leased, licensed, subleased, sublicensed, or otherwise used or occupied, or permitted to be used or occupied, by any of the Group Companies (the “Leased Real Property”) and all Real Property Leases (and the name and date of the parties to each of the parties to the Real Property Leases) pursuant to which any Group Company is a tenant, except licensee, subtenant, sublicensee, or other occupant as reflected on Schedule 4.6: (a) The Seller of the date of this Agreement. True and complete copies of all such Real Property Leases have been made available to SilverBox. Each Real Property Lease is in exclusive possession thereof full force and effect and is a valid, legal and binding obligation of all easementsthe applicable Group Company party thereto, licenses or rights required by applicable Law for use and occupancy as are necessary enforceable in accordance with its terms against such Group Company and, to conduct the Business thereon as currently conducted by Seller; Company’s knowledge, each other party thereto (b) To Seller's Knowledge, no portion thereof is subject to any pending condemnation proceeding applicable bankruptcy, insolvency, reorganization, moratorium or other proceeding Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). Except as set forth in Section 3.18(b) of the Company Disclosure Schedules, (i) the transactions contemplated by this Agreement will not require the consent of any Governmental authority materially adverse party to any Real Property Leases, will not result in a breach of or default under any Real Property Leases or otherwise cause the Real Property Leases to (A) no longer be in full force and effect or (B) cease to be the valid, legal and binding obligation of each of the applicable Group Company party thereto and each other party thereto, enforceable in accordance with its terms against such Group Company and each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), (ii) the quiet possession and enjoyment of each applicable Group Company to its respective Leased Real Property has not been disturbed, (iii) there is no dispute, breach or default by any Group Company or, to the Company’s knowledge, any third party under any Real Property Lease, and, to Seller's Knowledgethe Company’s knowledge, there is no threatened condemnation event has occurred which (with or other proceeding without notice or lapse of time or both) would constitute a dispute, breach or default thereunder, or would permit termination of, or a modification or acceleration thereof by any party to such Real Property Leases, (iv) no security deposit or portion thereof deposited with respect thereto materially adverse such Real Property Lease has been applied in respect of a dispute, breach or default under such Real Property Lease which has not been redeposited in full, (v) no Group Company owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to such Real Property Lease, (vi) the Leased counterparty to such Real Property; (c) The Seller Property Lease is not a lessor underCompany Non-Party Affiliate and otherwise has never and presently does not have any economic interest in any Group Company, (vii) no Group Company has leased, subleased, licensed, sublicensed, or otherwise a party to, any lease, sublease, license or concession pursuant to which Seller has granted to any Person the right to use or occupy all such Leased Real Property or any portion thereof, (viii) the Leased Real Property comprise all of the real property used or intended to be used in, or otherwise related to, the Business, (ix) the Leased Real Property and the furniture, fixtures and equipment located therein or thereon, as applicable, is in good condition and repair and sufficient for the operation of the Business, and there are no facts or conditions affecting any of the furniture, fixtures and equipment located in or upon the Leased Real Property which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Leased Real Property; (d) There is no pending or, to Seller's Knowledge, threatened restriction or denial, governmental or otherwise, upon such ingress and egress. To Seller's Knowledge, no public improvements have been commenced and to Seller's Knowledge none are planned which in either case may result in special assessments against or otherwise materially adversely affect any Leased Real Property or Seller's rights or obligations under any portion thereof in the Real Estate Leases. The Seller does not have notice or Knowledge operation of (i) an Order requiring repair, alteration, or correction of any existing condition affecting any Leased Real Property the Business or the systems value thereof; (x) all rent and additional rent, including operating expenses, property taxes and pass throughs and any other monetary obligations, are current; and (xi) the Company or improvements thereat or (ii) work that has been done or labor or materials that has or have been furnished to any Leased Real Property during one of the period of six (6) months immediately preceding the date of this Agreement for which Liens could be filed against any of Group Companies holds a good and valid leasehold estate in the Leased Real PropertyProperties, free and clear of all Liens, except for which, in each case, Seller would be liable under the Real Estate LeasesPermitted Liens.

Leased Real Property. With Set forth in Section 4.19(a) of the Company Disclosure Letter is a complete list of the address and description of each Real Property Lease, the names of the lessor and CCG Entity that is lessee thereunder, the rental amount currently being paid, the expiration of the term thereof, and the current use of such property for each leasehold or sub-leasehold estate in, or other right to use or occupy, any land, buildings, structures or improvements (collectively, the “Leased Real Property”). The Seller has delivered or made available to the Purchaser true, correct and complete copies of each Real Property Lease. Except as set forth in Section 4.19(a) of the Company Disclosure Letter, with respect to each of the Real Property Leases, (i) each Real Property Lease is legal, valid, binding and enforceable, except as the same may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, arrangement, moratorium or other similar Laws relating to or affecting the rights of creditors generally, or by general equitable principles, against the applicable CCG Entity and, to the Knowledge of the Company, the landlord thereunder, is in full force and effect, and has not been amended or modified (except to the extent disclosed in Section 4.19(a) of the Company Disclosure Letter); (ii) no CCG Entity nor, to the Knowledge of the Company, any other party to any Real Property Lease is in breach or default under any Real Property Lease and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute a breach of any Real Property Lease, except in each such case where such breach or default would not, individually or in the aggregate, result in a Company Material Adverse Effect; and (iii) each CCG Entity has a good and valid leasehold interest in all Leased Real Property, free and clear of all Liens (other than Permitted Liens). All work, improvements, alterations, installations and decorations required to be done to date by the landlord under any Real Property Lease have been accepted or waived by the CCG Entity that is a party to such Real Property Lease. Leasing, broker’s and finder’s commissions of any kind due and owing or to become due and owing to anyone by any CCG Entity with respect to the Leased Real Property, except as reflected on Schedule 4.6: (a) The Seller is Property do not exceed $50,000 in exclusive possession thereof and of all easements, licenses or rights required by applicable Law for use and occupancy as are necessary to conduct the Business thereon as currently conducted by Seller; (b) To Seller's Knowledge, no portion thereof is subject to any pending condemnation proceeding or other proceeding by any Governmental authority materially adverse aggregate. Except to the Leased Real Property and, to Seller's Knowledge, there is no threatened condemnation or other proceeding with respect thereto materially adverse to the Leased Real Property; (cextent disclosed in Section 4.19(a) The Seller is not a lessor under, or otherwise a party to, any lease, sublease, license or concession pursuant to which Seller has granted to any Person the right to use or occupy all or any portion of the Leased Real Property; (d) There is no pending orCompany Disclosure Letter, to Seller's Knowledge, threatened restriction or denial, governmental or otherwise, upon such ingress and egress. To Seller's Knowledge, no public improvements have been commenced and to Seller's Knowledge none are planned which in either case may result in special assessments against or otherwise materially adversely affect any Leased Real Property or Seller's rights or obligations all premises under the Real Estate Property Leases. The Seller does not have notice , to the Company’s Knowledge, comply with all applicable Laws including the Americans with Disabilities Act and similar local or Knowledge of (i) an Order requiring repair, alteration, or correction of any existing condition affecting any Leased Real Property or the systems or improvements thereat or (ii) work that has been done or labor or materials that has or have been furnished to any Leased Real Property during the period of six (6) months immediately preceding the date of this Agreement for which Liens could be filed against any of the Leased Real Property, for which, in each case, Seller would be liable under the Real Estate Leasesstate Laws.

Leased Real Property. With respect to (i) Ibis does not own any real property and the Leased Real Property, except as reflected on Schedule 4.6: (a) The Seller is in exclusive possession thereof and ownership of all easements, licenses or rights required by applicable Law for use and occupancy as are necessary to conduct the Business thereon as currently conducted by Seller; (b) To Seller's Knowledge, no portion thereof is subject to any pending condemnation proceeding or other proceeding by any Governmental authority materially adverse to the Leased Real Property and, to Seller's Knowledge, there is no threatened condemnation or other proceeding with respect thereto materially adverse to the Leased Real Property; (c) The Seller real property is not a lessor under, or otherwise a party to, any necessary for the operation of the Business. Ibis does not lease, sublease, license or concession pursuant to which Seller has granted to otherwise grant any Person the right to use any real property. Neither Isis nor any of its Affiliates leases, subleases, licenses or occupy all occupies any real property used or any portion occupied by, or necessary for the operation or conduct of, the Business. (ii) Schedule 3.1(w)(ii) sets forth the names of the lessor and lessee, the address of each parcel of real property used by Ibis (collectively, the “Leased Real Property; ”), and a list of all leases, subleases, licenses and other agreements (dwhether written or oral) There (collectively, “Leases”) for each such Leased Real Property. None of the Leases is no pending ora ground lease. Ibis and Isis have delivered to AMI a true and complete copy of each such Lease document, to Seller's Knowledgeand in the case of any oral Lease, threatened restriction a written summary of the material terms of such Lease. Ibis does not own any structures, improvements or denial, governmental or otherwise, upon such ingress and egress. To Seller's Knowledge, no public improvements have been commenced and to Seller's Knowledge none are planned which in either case may result in special assessments against or otherwise materially adversely affect fixtures located on any Leased Real Property or Seller's rights or obligations (collectively, “Leasehold Improvements”) and no Leasehold Improvements other than those provided to Ibis under the Real Estate Leases. The Seller does not have notice Corporate Services Agreement are material to the operation of the Business. (iii) Each such Lease is legal, valid, binding, enforceable and in full force and effect. (iv) Neither Ibis nor, to Isis’ or Knowledge Ibis’ Knowledge, any other party to a Lease is in breach or default under such Lease, no event has occurred or circumstance exists which, with the delivery of (i) an Order requiring repairnotice, alterationthe passage of time or both, could reasonably be expected to constitute such a breach or default, or correction permit the termination, modification or acceleration of any existing condition affecting any rent under such Lease and neither Ibis nor Isis has received notice that the Leased Real Property is in violation of any Applicable Law. (v) No security deposit or the systems or improvements thereat or (ii) work that portion thereof deposited with respect to such Lease has been done applied in respect of a breach or labor default under such Lease which has not been redeposited in full. Neither Ibis nor any other Person owes any brokerage commissions, finder’s fees, free rent or materials that has or have been furnished allowances with respect to any Leased Real Property during the period of six (6) months immediately preceding the date of this Agreement for which Liens could be filed against any of the Leased Real Property, for which, in each case, Seller would be liable under the Real Estate Leasessuch Lease.

Leased Real Property. With respect (a) Schedule 3.7 sets forth a list of and describes all real property currently leased by Seller or its Affiliates relating to the Business or the Purchased Assets (the “Leased Real Property, except as reflected on Schedule 4.6: (a) The Seller is in exclusive possession thereof and of all easements, licenses or rights required by applicable Law ”). Except for use and occupancy as are necessary to conduct the Business thereon as currently conducted by Seller; (b) To Seller's Knowledge, no portion thereof is subject to any pending condemnation proceeding or other proceeding by any Governmental authority materially adverse to the Leased Real Property andidentified on Schedule 3.7, to Seller's Knowledgeneither Seller nor any Affiliate of Seller presently owns or leases, there is no threatened condemnation or other proceeding with respect thereto materially adverse to the Leased Real Property; (c) The Seller is not a lessor under, or otherwise a party tonor does either have any interest in, any lease, sublease, license real property used primarily in the Business. Seller or concession pursuant to which Seller one of its Affiliates has granted to any Person the right to use or occupy a valid leasehold interest in all or any portion of the Leased Real Property; (d) There is no pending or, to Seller's Knowledge, threatened restriction or denial, governmental or otherwise, upon such ingress and egress. To Seller's Knowledge, no public improvements have been commenced and to Seller's Knowledge none are planned which in either case may result in special assessments against or otherwise materially adversely affect any Leased Real Property or Seller's rights or obligations under the Real Estate Leases. The Seller does not have notice or Knowledge of (i) an Order requiring repair, alteration, or correction of any existing condition affecting any Leased Real Property or the systems or improvements thereat or (ii) work that has been done or labor or materials that has or have been furnished to any Leased Real Property during the period of six (6) months immediately preceding the date of this Agreement for which Liens could be filed against any of the Leased Real Property, free and clear of all mortgages, liens, pledges, security interests, charges, claims, tenancies, restrictions and encumbrances of any nature or kind whatsoever (“Liens”), except for which(i) imperfections of title that do not materially impair the present use by Seller of the Leased Real Property subject thereto, in each case(ii) zoning laws, Seller land use restrictions and other applicable legal requirements, (iii) items that would be liable reflected on an accurate survey of the Leased Real Property, and (iv) all Lien restrictions, reservations of rights and other matters disclosed in deeds, surveys, policies of title insurance and title commitments that have been provided to, or have been obtained by, Purchaser. There is no material default or claim of material default (or an event that with notice, lapse of time or both would result in any such default) by Seller, any of its Affiliates or, to Seller’s Knowledge, any other party thereto, under any lease agreement relating to the Leased Real Property. All lease agreements relating to the Leased Real Property are legal, valid, and binding obligations of Seller or one of its Affiliates enforceable against such entity in accordance with their respective terms and, to Seller’s Knowledge, each other party thereto, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to creditors’ rights and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) All of the buildings, structures, improvements and fixtures comprising the Leased Real Property are in a good state of repair, maintenance and operating condition, ordinary wear and tear excepted, are adequate and suitable for the purposes for which they are currently being used and there are no defects with respect thereto, either patent or latent, which would materially impair the day-to-day use of any such buildings, structures, improvements or fixtures or which would subject Seller or any of its Affiliates to any liability under applicable law. All utilities necessary to service the Business as operated by Seller or its Affiliates are connected and functioning at the Leased Real Property. (c) The Leased Real Property is zoned to permit the uses for which it is presently used by Seller or its Affiliates without variances or conditional use permits. The Leased Real Property is in material compliance with all applicable zoning and other land use and similar laws, codes, ordinances, rules, regulations and orders (collectively, “Real Estate LeasesLaws”). Neither Seller nor any of its Affiliates has received any written notice of any violation from any governmental entity or authority of any Real Estate Law on the use, occupancy or operation of the Leased Real Property or with respect to any potential eminent domain efforts contemplated by any governmental entity or authority. No Real Estate Law materially prohibits, limits or conditions the use or operation of the Leased Real Property as currently used or operated by Seller or its Affiliates. Neither Seller nor any of its Affiliates has received any written notice of any pending or threatened termination or impairment of access of Seller or its Affiliates to the Leased Real Property or discontinuation of necessary sewer, water, electrical, gas, telephone or other utilities or services.

Leased Real Property. With (a) Schedule 2.16(a) sets forth a true and correct list of the addresses of all real property leased, subleased, or licensed or occupied by Badger or any Badger subsidiary as lessee (including the date, if available, and the name of the parties to such lease document), used in connection with the operation of Badger’s or such Badger subsidiary’s business (the “Leased Real Properties”). Either Badger or the applicable Badger subsidiary has, and at the Closing will have, a legal, binding, valid and enforceable leasehold interest with respect to the each Leased Real Property, except as reflected on Schedule 4.6: (a) The Seller subject to Permitted Liens and to the Bankruptcy and Equity Exceptions, and neither Badger nor such Badger subsidiary or, to Badger’s Knowledge, any other party to any such lease is in exclusive possession thereof default. To Badger’s Knowledge, no event has occurred and no condition exists that, with notice or lapse of all easementstime, licenses or rights required both, would constitute a default by applicable Law for use and occupancy as are necessary to conduct the Business thereon as currently conducted by Seller;Badger or any Badger subsidiary under any such lease. (b) To Seller's KnowledgeNeither Badger nor any Badger subsidiary has assigned, no portion thereof is subject sublet, transferred, disposed of, or permitted to exist any Lien, except for Permitted Liens, on Badger’s or such Badger subsidiary’s interest in any lease with respect to any pending condemnation proceeding or other proceeding by any Governmental authority materially adverse to the Leased Real Property and, to Seller's Knowledge, there is no threatened condemnation or other proceeding with respect thereto materially adverse to the Leased Real Property;. With respect to each of the aforementioned leases, neither Badger nor any Badger subsidiary has collaterally assigned or granted any other security interest in any such lease or any interest therein. (c) The Seller is not a lessor under, or otherwise a party to, any lease, sublease, license or concession pursuant to which Seller has granted to any Person the right to use or occupy all or any portion and operation of the Leased Real Property; (d) There is no pending or, to Seller's Knowledge, threatened restriction or denial, governmental or otherwise, upon such ingress Properties in the conduct of business by ▇▇▇▇▇▇ and egress. To Seller's Knowledge, no public improvements have been commenced and to Seller's Knowledge none are planned which in either case may result in special assessments against or otherwise materially adversely affect any Leased Real Property or Seller's rights or obligations under the Real Estate Leases. The Seller Badger subsidiaries does not have notice or Knowledge of violate, in any material respect: (i) an Order requiring repair, alteration, any instrument of record or correction of any existing condition agreement affecting any Leased Real Property or the systems or improvements thereat Property; or (ii) work that has been done or labor or materials that has or have been furnished to any Leased Real Property during the period of six (6) months immediately preceding the date of this Agreement for which Liens could be filed against any of the Leased Real Property, for which, in each case, Seller would be liable under the Real Estate LeasesApplicable Law.

Leased Real Property. With respect Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company and each of its Subsidiaries has a valid and subsisting leasehold estate in each parcel of Leased Real PropertyProperty for the full term of the respective Lease, except free and clear of any Encumbrances other than Permitted Encumbrances. Section 4.11(b) of the Company Disclosure Schedule contains a complete and correct list, as reflected on Schedule 4.6: (a) The Seller is in exclusive possession thereof and of all easementsthe date hereof, licenses or rights required by applicable Law for use and occupancy as are necessary to conduct the Business thereon as currently conducted by Seller; (b) To Seller's Knowledge, no portion thereof is subject to any pending condemnation proceeding or other proceeding by any Governmental authority materially adverse to of the Leased Real Property andincluding with respect to each such Lease the date of such Lease and any material amendments thereto. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) all Leases are valid and in full force and effect, and (ii) neither the Company nor any of its Subsidiaries nor, to Seller's the Company’s Knowledge, there is no threatened condemnation or other proceeding with respect thereto materially adverse to the Leased Real Property; (c) The Seller is not a lessor underany Third Party, has violated any provision of, or otherwise committed or failed to perform any act which, with or without notice, lapse of time or both would constitute a party todefault under the provisions of, any leaseLease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or concession pursuant other agreement that is material to which Seller has granted the Company and its Subsidiaries, taken as a whole, and that relates to any Person the right to use or occupy occupancy of all or any portion of the Leased Real Property; (d) There is no pending or, to Seller's Knowledge, threatened restriction or denial, governmental or otherwise, upon such ingress and egress. To Seller's Knowledge, no public improvements have been commenced and to Seller's Knowledge none are planned which in either case may result in special assessments against The Company has delivered or otherwise materially adversely affect made available to Parent true and complete copies of all Leases (including all material modifications, amendments, supplements, waivers and side letters thereto) pursuant to which the Company or any of its Subsidiaries thereof leases, subleases, licenses, uses or otherwise occupies any Leased Real Property or Seller's rights or obligations under the Real Estate Leases. The Seller does not have notice or Knowledge of (i) an Order requiring repair, alteration, or correction of any existing condition affecting any Leased Real Property or the systems or improvements thereat or (ii) work that has been done or labor or materials that has or have been furnished to any Leased Real Property during the period of six (6) months immediately preceding the date of this Agreement for which Liens could be filed against any of the Leased Real Property, for which, in each case, Seller would be liable under the Real Estate Leases.

Leased Real Property. Set forth on Schedule 5.20(b) is a true and complete list and brief description of all Leased Real Property. With respect to the Leased Real Property, except as reflected on Schedule 4.6: (ai) The Seller the Company has delivered to Buyer correct and complete copies of the Leases. (ii) the Leases are in full force and effect, and (A) neither the Company nor, to the Knowledge of the Company and Seller, any landlord is in exclusive possession thereof default under any of the Leases and (B) no event has occurred which, with the giving of all easementsnotice or the passage of time or both, licenses or rights required would result in a default by applicable Law for use the Company or, to the Knowledge of the Company and occupancy as are necessary to conduct Seller, any landlord under any of the Business thereon as currently conducted by SellerLeases; (biii) To to the Knowledge of the Company and Seller's Knowledge, no portion other party to any Lease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) to the Knowledge of the Company and Seller, no other party to any Lease has repudiated any provision thereof; (v) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease; (vi) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in any leasehold; (vii) all Facilities have received all Governmental Authorizations (including licenses and permits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable Legal Requirements (including all zoning requirements), except such as would not result individually or in the aggregate in a Material Adverse Effect; (viii) the land for each Facility abuts on and has direct vehicular access to a public road or has access to a public road via a permanent, irrevocable, appurtenant easement benefiting such land and comprising a part of the real property on which the Facility is located, and the Facility is supplied with public or quasi-public utilities and other services appropriate for the operation of the Facilities located thereon and is not located within any flood plain or area subject to wetlands regulation or any pending condemnation proceeding or other proceeding by any Governmental authority materially adverse similar restriction; (ix) to the Leased Real Property andKnowledge of the Company and Seller, to Seller's Knowledge, there is no threatened condemnation or other proceeding with respect thereto materially adverse the landlord under each lease has good and valid title to the Leased Real Property; (cx) The Seller is not a lessor under, or otherwise a party to, any lease, sublease, license or concession pursuant to which Seller has granted to any Person the right to use or occupy all or any portion of the Leased Real Property; (d) There is there are no pending or, to the Knowledge of the Company and Seller's Knowledge, threatened restriction Threatened, condemnation Proceedings, lawsuits, or denialadministrative actions relating to the parcel, governmental or otherwiseother matters affecting adversely the use, upon such ingress and egress. To Seller's Knowledgeoccupancy or value, or the marketability of title, thereof; and (xi) there are no public improvements have been commenced and to Seller's Knowledge none are planned which parties (other than the Company) in either case may result in special assessments against or otherwise materially adversely affect possession of any Leased Real Property or Seller's rights or obligations under the Real Estate Leases. The Seller does not have notice or Knowledge of (i) an Order requiring repair, alteration, or correction of any existing condition affecting any Leased Real Property or the systems or improvements thereat or (ii) work that has been done or labor or materials that has or have been furnished to any Leased Real Property during the period of six (6) months immediately preceding the date of this Agreement for which Liens could be filed against any of the Leased Real Property, for which, in each case, Seller would be liable under the Real Estate Leases.

Leased Real Property. With respect to the Leased Real Property, except as reflected on Schedule 4.6: (a2.16(b) The Seller is in exclusive possession thereof and of sets forth all easements, licenses or rights required by applicable Law for use and occupancy as are necessary to conduct the Business thereon as currently conducted by Seller; (b) To Seller's Knowledge, no portion thereof is subject to any pending condemnation proceeding or other proceeding by any Governmental authority materially adverse to the Leased Real Property and, to Seller's Knowledge, there is no threatened condemnation or other proceeding with respect thereto materially adverse to the Leased Real Property; (c) The Seller is not a lessor under, or otherwise a party to, any lease, sublease, license or concession leases pursuant to which Seller real property is leased by the Company or TAC (as lessee), true and correct copies of which have been delivered, or made available, to ▇▇▇▇▇▇. Each of the Company or TAC, as applicable, has granted good and valid leasehold title to, and enjoys peaceful and undisturbed possession of, all real leased property described in such leases (the “TAC Leased Property”), to which it is a party free and clear of any and all Liens other than any Permitted Liens which would not permit the termination of the lease therefor by the lessor. Except as set forth on Schedule 2.16(b), with respect to each such parcel of TAC Leased Property, (i) there are no pending or, to the Knowledge of the Company, threatened suits, actions, litigation (including, without limitation condemnation proceedings or any other matter affecting the current or currently proposed use, occupancy or value) relating to such TAC Leased Property or any portion thereof, (ii) none of the Company or TAC, or, to the Knowledge of the Company, any third party has entered into any sublease, license, option, right, concession or other agreement or arrangement, written or oral, granting to any Person person the right to use or occupy all such TAC Leased Property or any portion thereof or interest therein (except for such parties whose possession or use of such TAC Leased Property could not reasonably be expected to impede the Company’s or TAC’s ability to use or transfer such TAC Leased Property as the Company or TAC wishes) and (iii) neither the Company nor TAC has received written notice of any pending or threatened special assessment relating to such TAC Leased Property and, to the Knowledge of the Leased Real Property; (d) There Company, there is no pending oror threatened special assessment relating thereto. Each TAC Leased Property is supplied with utilities sufficient for the operation of such TAC Leased Property and abuts on or has direct, permanent vehicular access to Seller's Knowledge, threatened restriction or denial, governmental or otherwise, upon such ingress and egress. To Seller's Knowledge, no a public improvements have been commenced and to Seller's Knowledge none are planned which in either case may result in special assessments against or otherwise materially adversely affect any Leased Real Property or Seller's rights or obligations under the Real Estate Leases. The Seller does not have notice or Knowledge of (i) an Order requiring repair, alteration, or correction of any existing condition affecting any Leased Real Property or the systems or improvements thereat or (ii) work that has been done or labor or materials that has or have been furnished to any Leased Real Property during the period of six (6) months immediately preceding the date of this Agreement for which Liens could be filed against any of the Leased Real Property, for which, in each case, Seller would be liable under the Real Estate Leasesroad.

Leased Real Property. Section 3.13(b) of the Company Disclosure Letter contains a true, correct and complete list of (i) all of the real property that is leased, subleased, licensed or otherwise used or occupied by, the Company or any of its Subsidiaries (such property, the “Leased Real Property”) and (ii) all leases, subleases, licenses or other Contracts pursuant to which the Company or its Subsidiaries use or occupy, or have the right to use or occupy, now or in the future, such Leased Real Property (together with all amendments, modifications and supplements thereto and extensions and guaranties thereof, collectively, the “Leases” and, each, a “Lease”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto). The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in the Leased Real Property under each Lease, free and clear of all Liens (other than Permitted Liens). With respect to each Lease, except in each case as would not, individually or in the aggregate, have a Company Material Adverse Effect: (A) such Lease is in full force and effect, except in each case, as enforcement may be limited by the Enforceability Limitations, and is subject to proper authorization and execution of such Lease by any party other than the Company or any of its Subsidiaries; (B) neither the Company nor any Subsidiary or, to the Knowledge of the Company, any other party to any Lease, is in default, beyond any applicable notice and cure periods, under any such Lease, (C) neither the Company nor any of its Subsidiaries has received written notice concerning any violation of applicable Laws with respect to any Leased Real Property, except as reflected on Schedule 4.6: (aD) The Seller is neither the Company nor any of its Subsidiaries has received written notice of any Legal Proceedings in exclusive possession thereof and of all easementseminent domain, licenses or rights required by applicable Law for use and occupancy as are necessary to conduct the Business thereon as currently conducted by Seller; (b) To Seller's Knowledge, no portion thereof is subject to any pending condemnation proceeding or other proceeding by any Governmental authority materially adverse to the Leased Real Property and, to Seller's Knowledge, there is no threatened condemnation or other proceeding similar Legal Proceedings that are pending with respect thereto materially adverse to the any Leased Real Property; , (cE) The Seller is the Company has not a lessor under, or otherwise a party to, any lease, sublease, license or concession pursuant to which Seller has granted to any third Person the right to use or occupy all or any portion of the Leased Real Property; Property subject to any such Lease, and (dF) There is no pending or, to Seller's Knowledge, threatened restriction or denial, governmental or otherwise, upon such ingress and egress. To Seller's Knowledge, no public improvements have been commenced and to Seller's Knowledge none are planned which in either case may result in special assessments against or otherwise materially adversely affect any Leased Real Property or Seller's rights or obligations under the Real Estate Leases. The Seller does Transactions do not have notice or Knowledge of (i) an Order requiring repair, alteration, or correction require the consent of any existing condition affecting any Leased Real Property or the systems or improvements thereat or (ii) work that has been done or labor or materials that has or have been furnished party to any Leased Real Property during the period of six (6) months immediately preceding the date of this Agreement for which Liens could be filed against any of the Leased Real Property, for which, in each case, Seller would be liable under the Real Estate Leasessuch Lease.

Leased Real Property. With respect Section 3.11(b) of the Company Disclosure Schedule contains a true, correct and complete list, as of the date hereof, of all of the existing leases, subleases, licenses or other agreements pursuant to which any Acquired Company uses or occupies, or has the right to use or occupy, now or in the future, any real property that provides for payments by the Acquired Companies in excess of $500,000 per annum (such property, the “Leased Real Property, except as reflected on Schedule 4.6: (a) The Seller is in exclusive possession thereof ,” and of all easements, licenses or rights required by applicable Law for use and occupancy as are necessary to conduct the Business thereon as currently conducted by Seller; (b) To Seller's Knowledge, no portion thereof is subject to any pending condemnation proceeding or other proceeding by any Governmental authority materially adverse to the Leased Real Property and, to Seller's Knowledge, there is no threatened condemnation or other proceeding with respect thereto materially adverse to the Leased Real Property; (c) The Seller is not a lessor under, or otherwise a party to, any each such lease, sublease, license or concession pursuant other agreement, a “Lease”). The Company has made available to which Seller has granted the Purchaser true, correct and complete copies of all Leases (including all material amendments, extensions, renewals, guaranties and other agreements with respect thereto). With respect to any Person the right to use each Lease and except as would not have a Company Material Adverse Effect or occupy all or any portion of the Leased Real Property; (d) There is no pending or, to Seller's Knowledge, threatened restriction or denial, governmental or otherwise, upon such ingress materially and egress. To Seller's Knowledge, no public improvements have been commenced and to Seller's Knowledge none are planned which in either case may result in special assessments against or otherwise materially adversely affect any Leased Real Property or Seller's rights or obligations under the Real Estate Leases. The Seller does not have notice or Knowledge of (i) an Order requiring repair, alteration, or correction of any existing condition affecting any Leased Real Property or current use by the systems or improvements thereat or (ii) work that has been done or labor or materials that has or have been furnished to any Leased Real Property during the period of six (6) months immediately preceding the date of this Agreement for which Liens could be filed against any Acquired Companies of the Leased Real Property, (i) to the Knowledge of the Company, there are no disputes with respect to such Lease; (ii) no Acquired Company has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (iii) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. An Acquired Company has valid leasehold estates in the Leased Real Property, free and clear of all Liens (other than Permitted Liens). Neither an Acquired Company, nor to the Knowledge of the Company, any other party to the Lease is in material breach of or default pursuant to any Lease, and no event has occurred that with notice or lapse of time or both would constitute a material breach or default thereunder by an Acquired Company or, to the Knowledge of the Company, any other party thereto. To the Knowledge of the Company, there are no pending or threatened condemnation proceedings against the Leased Real Property. Except as would not have a Company Material Adverse Effect, (x) the Leased Real Property is in good operating condition and repair, reasonable wear and tear excepted, and is suitable for whichthe uses for which they are being used and (y) the operations of the Acquired Companies do not nor does any Leased Real Property violate any applicable building code, in each case, Seller would be liable under the Real Estate Leaseszoning requirement or other Law relating to such property or operations thereon.

Leased Real Property. With respect to any real property leased or subleased to the Corporation or its subsidiaries (the “Leased Real Property”): (i) the lease or sublease for such property is valid, legally binding, enforceable and in full force and effect, and none of the Corporation or any of its subsidiaries or, to the knowledge of the Vendor, the landlord, is in breach of or default under such lease or sublease, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Corporation or its subsidiaries or permit termination, modification or acceleration by any third party thereunder, (ii) no third party has repudiated or has the right to terminate or repudiate such lease or sublease (except for the normal exercise of remedies in connection with a default thereunder or any termination rights set forth in the lease or sublease) or any provision thereof, (iii) the Corporation and its subsidiaries have not received any written notice that they have, by their use or occupation of the Leased Real Property, contravened any lease or other right under which they occupy the same and/or any requirement or restriction having the force of law, (iv) the Corporation and its subsidiaries have not received any written notice that they have failed to comply with any covenants, conditions, restrictions, statutory and other requirements, by-laws, order and regulations (including in respect of planning and/or building control) affecting the Leased Real Property, and there are not, to the knowledge of the Vendor, any circumstances that are likely to lead to such a claim, dispute or proceeding, (v) there is no dispute between the Corporation or any of its subsidiaries and the landlord or the tenant or occupier of the Leased Real Property (or any of them or any part of them) or the owner or occupier of any other premises adjacent to the Leased Real Property, except as reflected on Schedule 4.6: (avi) The Seller is in exclusive possession thereof and no rent reviews are currently under negotiation or the subject of all easements, licenses or rights required by applicable Law for use and occupancy as are necessary to conduct the Business thereon as currently conducted by Seller; (b) To Seller's Knowledge, no portion thereof is subject a reference to any pending condemnation proceeding expert or other proceeding by arbitrator or the courts, and (vii) neither the Corporation nor any Governmental authority materially adverse of its subsidiaries have received any notice that a landlord intends to break the Leased Real Property and, term of any lease or to Seller's Knowledge, there is no threatened condemnation exercise any power of entry upon or other proceeding with respect thereto materially adverse to the Leased Real Property; (c) The Seller is not a lessor under, or otherwise a party to, any lease, sublease, license or concession pursuant to which Seller has granted to any Person the right to use or occupy all or any portion of the Leased Real Property; (d) There is no pending or, to Seller's Knowledge, threatened restriction or denial, governmental or otherwise, upon such ingress and egress. To Seller's Knowledge, no public improvements have been commenced and to Seller's Knowledge none are planned which be in either case may result in special assessments against or otherwise materially adversely affect any Leased Real Property or Seller's rights or obligations under the Real Estate Leases. The Seller does not have notice or Knowledge of (i) an Order requiring repair, alteration, or correction of any existing condition affecting any Leased Real Property or the systems or improvements thereat or (ii) work that has been done or labor or materials that has or have been furnished to any Leased Real Property during the period of six (6) months immediately preceding the date of this Agreement for which Liens could be filed against any possession of the Leased Real Property, for whichexcept in each of sub-paragraphs (i) through (vii) as would not be material and adverse to the operation of any applicable retail salon of the ▇▇▇▇▇ ▇▇▇▇▇▇▇ Group located at such Leased Real Property. The Leased Real Property is, in each caseall material respects, Seller would be liable under in good operating condition and a good state of maintenance and repair having regard to its use and age. As at October 31, 2012, there were no outstanding Taxes due and payable in respect of the Leased Real Estate LeasesProperty by the Corporation or its subsidiaries, other than as reflected in the consolidated balance sheet of the ▇▇▇▇▇ ▇▇▇▇▇▇▇ Group as at October 31, 2012. To the knowledge of the Vendor, the Leased Real Property is exclusively occupied by the respective entity of the ▇▇▇▇▇ ▇▇▇▇▇▇▇ Group as disclosed in the Data Room Materials.

Leased Real Property. With respect to Section 3.20(b) of the Company Disclosure Schedules sets forth a true and complete list (including street addresses) of all material real property leased, subleased, licensed or similarly used or occupied by the Company (the “Leased Real Property”) and all material Real Property Leases pursuant to which the Company or any Company Subsidiary is either a tenant or landlord as of the date of this Agreement. True and complete copies of all Real Property Leases (including all material amendments, except as reflected on Schedule 4.6: (aextensions, renewals and guaranties with respect thereto) The Seller have been made available to ACAH. Each Real Property Lease is in exclusive possession thereof full force and effect and is a valid, legal and binding obligation of all easementsthe Company or such Company Subsidiary, licenses enforceable in accordance with its terms against the Company and, to the Company’s knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws generally affecting the enforcement of creditors’ rights required and subject to general principles of equity). There is no material breach or default by applicable Law for use and occupancy as are necessary the Company, any Company Subsidiary or, to conduct the Business thereon as currently conducted by Seller; (b) To Seller's KnowledgeCompany’s knowledge, any counterparty under any Real Property Lease, and, to the Company’s knowledge, no portion thereof is subject event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default under any Real Property Lease (by any party under any such Real Property Lease) or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any pending condemnation proceeding Real Property Lease. The Company’s or other proceeding by any Governmental authority materially adverse to such Company Subsidiary’s possession and quiet enjoyment of the Leased Real Property andunder any Real Property Lease has not been materially disturbed, and to Seller's Knowledgethe Company’s knowledge, there is are no threatened condemnation or other proceeding material disputes with respect thereto materially adverse to any Real Property Lease. With respect to each of the Leased Real Property; Property Leases, except as set forth in Section 3.20(b) of the Company Disclosure Schedules: (ci) The Seller is the Company (or the applicable Company Subsidiary party thereto) has not a lessor undersubleased, licensed or otherwise a party to, any lease, sublease, license or concession pursuant to which Seller has granted to any Person the right to use or occupy all or any portion of the Leased Real Property; (d) There is no pending or, to Seller's Knowledge, threatened restriction or denial, governmental or otherwise, upon such ingress and egress. To Seller's Knowledge, no public improvements have been commenced and to Seller's Knowledge none are planned which in either case may result in special assessments against or otherwise materially adversely affect any Leased Real Property or Seller's rights any portion thereof; (ii) the Company (or obligations under the Real Estate Leasesapplicable Company Subsidiary party thereto) has not collaterally assigned or granted any other security interest in any real Property Lease or any interest therein; and (iii) the Company (or the applicable Company Subsidiary party thereto) is not performing any work or tenant improvements at the applicable demised premises. The Seller does not have notice or Knowledge of (i) an Order requiring repair, alteration, or correction of any existing condition affecting any Leased Real Property comprises all of the real property used or intended to be used in, or otherwise related to, the Business. To the extent that any Real Property Lease requires that the Company (or the systems applicable Company Subsidiary party thereto) obtain the consent of its landlord to consummate the Transactions, then such consent has been, or improvements thereat or (ii) work that has been done or labor or materials that has or have been furnished prior to any Leased Real Property during the period of six (6) months immediately preceding the date of this Agreement for which Liens could be filed against any of the Leased Real PropertyClosing will be, for which, in each case, Seller would be liable under the Real Estate Leasesobtained.