Common use of Leased Real Property Clause in Contracts

Leased Real Property. Each of the Companies has valid leasehold interests in all of the real property which it holds under the leases described in Schedule 3.16 (collectively, the “Leased Real Property”), in each case free and clear of all Encumbrances, except for Permitted Exceptions. Following completion of the transactions contemplated herein, each of the Companies shall continue to have valid leasehold interests in all of the real property which it holds under the leases described in Schedule 3.16, in each case free and clear of all Encumbrances except Permitted Exceptions assuming receipt of all required consents and after assuming that that all required notices, if any, are given as provided in Section 3.9. The Leased Real Property constitutes all real properties used or occupied by the Companies. With respect to the Leased Real Property: (a) each of the Companies has all easements and rights necessary to conduct the Business; (b) no portion thereof is subject to any pending, or to the Knowledge of the Company any threatened, condemnation proceeding or other proceeding by any public authority; (c) to the Company’s Knowledge, the Buildings, plants and structures, including heating, ventilation and air conditioning systems, roof, foundation and floors, are in good operating condition and reasonable repair, subject only to ordinary wear and tear; (d) the Buildings, plants and structures are not, and the operation of the Business at the Leased Real Property is not, in violation of any zoning or other Requirements of Laws (including, without limitation, obtaining all approvals of any Governmental Body, including Governmental Permits, required in the operation thereof), except for such violations as do not and shall not, 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 is supplied with utilities and other services for the operation of such facilities as conducted by the Companies.

Leased Real Property. Each (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 the Companies has valid leasehold interests in all Leased Real Property. Such Leased Real Property constitutes all of the real property which it holds under occupied, operated or used in connection with the business of the Companies as presently conducted. True, correct and complete copies of all leases described in (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) relating to Leased Real Property identified on Schedule 3.16 3.8(b) (collectively, 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 each case free and clear the physical condition of all Encumbrances, except for Permitted Exceptions. Following completion any improvements constituting a part of the transactions contemplated hereinLeased Real Property, each including structural elements, mechanical systems, HVAC systems, roofs or parking and loading areas, and all of such improvements are in 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 similar assets of like age and use. None of the Companies shall continue Leased Real Property is subject to have valid leasehold interests in all 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 property which 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 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 having jurisdiction necessary for the continued operation and use of any of the Leased Real Property as it holds under the leases described in Schedule 3.16, in each case free is currently used and clear of all Encumbrances except Permitted Exceptions assuming receipt of all required consents and after assuming that that all required notices, if any, are given as provided in Section 3.9operated. The Leased Real Property constitutes is in material compliance with all real properties used or occupied by federal, state and local zoning and general land use plan designations and the Companies. With respect to use and improvements on the Leased Real Property: (a) each Property are not “grandfathered” or other legal nonconforming uses or structures. To the Knowledge of the Companies has all easements 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 rights necessary to conduct the Business; (b) no portion thereof is subject to any pendingmoratoria or interim control ordinances, or and to the Knowledge of the Company any threatenedCompanies, condemnation proceeding or other proceeding by any public authority; (c) to the Company’s Knowledge, the Buildings, plants and structures, including heating, ventilation and air conditioning systems, roof, foundation and floors, are in good operating condition and reasonable repair, subject only to ordinary wear and tear; (d) the Buildings, plants and structures are not, and the operation none of the Business at the Leased Real Property is not, currently proposed to be included in violation a redevelopment or other special land use area. No Company has received any written notice of any zoning special assessment action or other Requirements proceeding affecting any of Laws (including, without limitation, obtaining all approvals of any Governmental Body, including Governmental Permits, required in the operation thereof), except for such violations as do not and shall not, 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 is supplied with utilities and other services for and, to the operation Knowledge of such facilities as conducted by the Companies, no such action or proceeding is contemplated.

Leased Real Property. Each (a) Schedule 5.10(a) of the Companies has valid leasehold interests in Company Disclosure Schedules contains a true, correct and complete list of each lease, sublease, license or other occupancy agreement of Real Property to which any Vionic Entity is a party, including all amendments, modifications and supplemental agreements thereto (each, a “Lease”) and the addresses of the real property which it holds under the leases described in Schedule 3.16 all such Real Property (collectively, the “Leased Real Property”), in each case free and clear of all Encumbrances, except for Permitted Exceptions. Following completion ) as of the transactions contemplated herein, each date hereof. The Sellers have made available to the Buyer copies of the Companies shall continue to have valid leasehold interests in all of the real property Leases, which it holds under copies are true and complete in all material respects, and each Lease embodies the leases described in Schedule 3.16, in each case free entire agreement between the applicable Vionic Entity and clear of all Encumbrances except Permitted Exceptions assuming receipt of all required consents and after assuming that that all required notices, if any, are given as provided in Section 3.9. The Leased Real Property constitutes all real properties used or occupied by the Companies. With respect to the Leased Real Property: (a) each of the Companies has all easements and rights necessary to conduct the Business; other party thereto. (b) no portion thereof Except as disclosed on Schedule 5.10(b) of the Company Disclosure Schedules (i) each Lease is subject to any pendinglegal, or valid, binding and enforceable against the Vionic Entity party thereto and, to the Knowledge of the Company any threatenedCompanies, condemnation proceeding or each other proceeding by any public authorityparty thereto; (cii) no Vionic Entity nor, to the Company’s KnowledgeKnowledge of the Companies, any other party to such Lease is in breach or default under such Lease, and no event has occurred or circumstance exists which, with the Buildingsdelivery of notice, plants passage of time or both, would constitute such a breach or default or permit the termination, modification or acceleration of rent under such Lease or prevent the applicable Vionic Entity from exercising and structuresobtaining the benefits of any rights or options contained therein; (iii) the Leased Real Property, including heatingthe access and building systems serving the same, ventilation and air conditioning systems, roof, foundation and floors, are in good operating condition and reasonable repair, subject only to ordinary wear and tear; (d) is adequate for the Buildings, plants and structures are not, and the operation conduct of the Business at as conducted as of the Leased Real Property date hereof; (iv) no Vionic Entity is nota sublessor, in violation of licensor or grantor under any zoning sublease, license or other Requirements of Laws (including, without limitation, obtaining all approvals of any Governmental Body, including Governmental Permits, required in the operation thereof), except for such violations as do not and shall not, individually or in the aggregate, result in a Material Adverse Effect; (e) there are no leases, subleases, licenses, concessions or other agreementsagreement, written or oral, granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Leased Real Property, and no Person (other than the Vionic Entity that is a party or parties to the right of use or occupancy Lease) is in possession of any portion of any parcel of the Leased Real Property; and (fv) no Vionic Entity has transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in its leasehold in the Leased Real Property Property; (vi) there is supplied no pending rent review or application for consent in respect of any Lease; and (vii) there are not any guarantees in effect with utilities respect to a Vionic Entity’s obligations under any Lease. (c) No Vionic Entity has any actual or contingent liability in respect of, nor has any Vionic Entity given any guarantee or indemnity for any liability relating to, any land and other services for buildings that have, at any time before the operation of such facilities as conducted date hereof, been owned (under whatever tenure), occupied and/or used by the Companiesany Vionic Entity, but which are no longer owned, occupied or used by a Vionic Entity.

Leased Real Property. Each of the Companies has valid leasehold interests in all of the real property which it holds under the leases described in The attached Schedule 3.16 (collectively, the “Leased Real Property”), in each case free 5.11 lists and clear of all Encumbrances, except for Permitted Exceptions. Following completion of the transactions contemplated herein, each of the Companies shall continue to have valid leasehold interests in all of the real property which it holds under the leases described in Schedule 3.16, in each case free and clear of all Encumbrances except Permitted Exceptions assuming receipt of all required consents and after assuming that that all required notices, if any, are given as provided in Section 3.9. The Leased Real Property constitutes briefly describes all real properties used leased or occupied by the Companies. With respect subleased to the Leased Real Property: (a) each of the Companies has all easements and rights necessary to conduct the Business; (b) no portion thereof is subject to any pending, or to the Knowledge of the Company any threatened, condemnation proceeding or other proceeding by any public authority; (c) to the Company’s Knowledge, the Buildings, plants and structures, including heating, ventilation and air conditioning systems, roof, foundation and floors, are for use in good operating condition and reasonable repair, subject only to ordinary wear and tear; (d) the Buildings, plants and structures are not, and connection with the operation of the Business at (the "Leased Real Property"). Except as set forth on the attached Schedule 5.11, and except for the Leased Real Property is and the properties identified in the attached Schedule 5.12, the Company has not, in violation of the ten years prior to the Closing Date owned, leased, subleased or otherwise used any zoning or other Requirements of Laws (including, without limitation, obtaining all approvals of any Governmental Body, including Governmental Permits, required real property in connection with the operation thereof)of the BusineSection. The Company has delivered to Purchaser true, except for correct and complete copies of the leases and subleases listed on the attached Schedule 5.11. Except as set forth on the attached Schedule 5.11, with respect to each such violations as do not lease or sublease: (a) the lease or sublease is legal, valid, binding, enforceable and shall notin full force and effect; (b) the lease or sublease will continue to be a legal, individually valid, binding, and enforceable obligation of the Company; (c) neither the Company nor, to the Company's Knowledge, any other 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 aggregatelease or sublease by the Company or, result in a Material Adverse Effect; to the Company's Knowledge, any other party to the lease or sublease; (d) to the Company's Knowledge, no party to the lease or sublease has repudiated any of its provisions; (e) there are no leasesdisputes, subleases, licenses, concessions oral agreements or other agreements, written forbearance programs in effect as to the lease 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 sublease; (f) the Leased Real Property is Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered all or any portion of its interest in the leasehold or subleasehold; (g) all facilities leased or subleased under the lease or sublease have been operated and maintained in accordance with applicable laws, rules and regulations, except where the failure to comply with such laws, rules and regulations would not have a material adverse effect on the Business; (h) all facilities leased or subleased under the lease or sublease are supplied with utilities and other services necessary for the operation of such facilities; and (i) all facilities as conducted by leased or subleased under the Companieslease or sublease are in good operating condition, ordinary wear and tear excepted.

Leased Real Property. Each (a) The Company does not own any real property. (b) Schedule 2.20(b) sets forth a complete list of the Companies has valid leasehold interests in all of the real property which it holds under leased or subleased by the leases described in Schedule 3.16 Company (collectively, the “Leased Real Property”), and the street address thereof. The Company has a valid leasehold interest in each case free Leased Real Property, subject only to Permitted Liens. The Company has made available to Buyer complete and clear accurate copies (including all amendments) of all Encumbrances, except for Permitted Exceptions. Following completion of the transactions contemplated herein, each of the Companies leases for the Leased Real Property (the “Leases”). With respect to each Lease: (i) the Lease is legal, valid, binding and enforceable against the Company and, to the Knowledge of the Company, the other parties thereto, and is in full force and effect, and shall continue to have valid leasehold interests be legal, valid, binding, enforceable and in all full force and effect on identical terms following the Closing subject only to bankruptcy, insolvency, reorganization, moratoriums or similar laws at the time in effect affecting the enforceability or rights of creditors generally and by general equitable principles which may limit the right to obtain equitable remedies; (ii) neither the Company nor, to the Knowledge of the real property which it holds Company, any other party to the Lease is in breach or default and no event has occurred which, with notice or lapse of time or both, would constitute such a breach or default or permit termination, modification or acceleration under the leases described Lease; (iii) no party to the Lease has repudiated any provision thereof; (iv) there are no disputes, oral agreements or forbearance programs in Schedule 3.16effect as to the Lease; (v) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to Buyer; (vi) the Company and its Subsidiaries have not subleased, assigned, transferred, conveyed, mortgaged, deeded in each case free trust or encumbered any interest in the Lease; (vii) the rental set forth in the Lease is the actual rental being paid, the Company has paid all rental payments (and clear Taxes thereon) incurred up through the Closing Date, and there are no separate agreements or understandings with respect to the same; (viii) the Company has not exercised or given any notice of all Encumbrances except Permitted Exceptions assuming receipt exercise, nor, to the Knowledge of all required consents the Company, has any lessor or landlord exercised or received any notice of exercise, of any option, right of first offer or right of first refusal contained in any Lease, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation; and after assuming that that all required notices, if any, are given as provided in Section 3.9. The (ix) the Company’s possession and quiet enjoyment of the Leased Real Property constitutes all real properties used or occupied by under such Lease has not been disturbed and, to the Companies. With Knowledge of the Company, there are no disputes with respect to such Lease. (c) To the Knowledge of the Company with respect to the Leased Real Property: (a) each of the Companies has all easements and rights necessary to conduct the Business; (b) no portion thereof is subject to any pending, or to the Knowledge of the Company any threatened, condemnation proceeding or other proceeding by any public authority; (c) to the Company’s Knowledge, the Buildings, plants and structures, including heating, ventilation and air conditioning systems, roof, foundation and floors, are in good operating condition and reasonable repair, subject only to ordinary wear and tear; (di) the Buildings, plants and structures are not, current use of such property and the operation of the Business at Company’s business does not violate the Leased Real Property is not, in violation Lease or any instrument of record or Contract affecting such property or any zoning applicable Legal Requirements (without any fines or other Requirements of Laws monetary Liabilities attached); (including, without limitation, obtaining all approvals of any Governmental Body, including Governmental Permits, required in the operation thereof), ii) except for such violations as do not and shall notthe Leases, individually or in the aggregate, result in a Material Adverse Effect; (e) there are no leases, subleases, licenses, concessions or other agreementsContracts, written or oral, granting to any party or parties the right of use or occupancy of any portion of any the parcel of Leased Real Propertysuch property except in favor of the Company; and (fiii) the Leased Real Property is supplied with utilities and other services for the operation there are no parties in possession of such facilities as conducted by the Companiesproperty.

Leased Real Property. SCHEDULE 3.7.2 contains an accurate and complete list of all real property leases to which the Company is a party (as lessee, lessor, sublessee or sublessor), including, without limitation, leases which the Company has subleased or assigned to a third party and as to which the Company remains liable. Each real property lease set forth on SCHEDULE 3.7.2 (or required to be set forth on SCHEDULE 3.7.2) (a) is valid and binding against the Company and, to the knowledge of the Companies Seller, in full force and effect; (b) all rents and additional rents and other sums, expenses and charges due on each such lease have been paid; (c) the lessee has valid been in peaceable possession since the commencement of its original possession under such lease; (d) no waiver, indulgence or postponement of the lessee's obligations thereunder has been granted by or is required from the lessor; (e) there exists no default or event of default by the Company or to the knowledge of the Seller, by any other party; (f) to the knowledge of the Seller, there exists no occurrence, condition or act (including the purchase of the Company Shares hereunder) which, with the giving of notice, the lapse of time or the happening of any further event or condition, would become a default or event of default by the Company; (g) there are no outstanding claims of breach or indemnification or notice of default or termination. Except as set forth on SCHEDULE 3.7.2, (h) the Company holds the leasehold interests estate in all of the real property which it holds under the leases described in Schedule 3.16 (collectively, the “Leased Real Property”), in each case free and clear of all EncumbrancesLiens, except for Permitted Exceptions. Following completion and (i) the Company is in physical possession and actual and exclusive occupation of the transactions contemplated herein, whole of each of the Companies shall continue its leased properties. The Company does not owe any brokerage commission with respect to have valid leasehold interests in all of the any such real property which it holds under the leases described in Schedule 3.16, in each case free and clear of all Encumbrances except Permitted Exceptions assuming receipt of all required consents and after assuming that that all required notices, if any, are given as provided in Section 3.9. The Leased Real Property constitutes all real properties used or occupied by the Companies. With respect to the Leased Real Property: (a) each of the Companies has all easements and rights necessary to conduct the Business; (b) no portion thereof is subject to any pending, or to the Knowledge of the Company any threatened, condemnation proceeding or other proceeding by any public authority; (c) to the Company’s Knowledge, the Buildings, plants and structures, including heating, ventilation and air conditioning systems, roof, foundation and floors, are in good operating condition and reasonable repair, subject only to ordinary wear and tear; (d) the Buildings, plants and structures are not, and the operation of the Business at the Leased Real Property is not, in violation of any zoning or other Requirements of Laws (including, without limitation, obtaining all approvals of any Governmental Body, including Governmental Permits, required in the operation thereof), except for such violations as do not and shall not, 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 is supplied with utilities and other services for the operation of such facilities as conducted by the Companies.

Leased Real Property. Each of the Companies The Company has valid leasehold interests in all of the real property which it holds under the leases described in Schedule 3.16 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, each of the Companies Company shall continue to have valid leasehold interests in all of the real property which it holds under the leases described in Schedule 3.164.15 of the Disclosure Schedules, in each case free and clear of all Encumbrances except Permitted Exceptions assuming receipt of all required consents and after assuming that that all required notices, if any, are given as provided in Section 3.9Exceptions. The Leased Real Property constitutes all real properties used or occupied by the CompaniesCompany or reflected on the Financial Statements. With respect to the Leased Real Property: (a) each the Company has use of the Companies has all easements and rights necessary to conduct the Business; (b) no portion thereof is subject to any pending, or to the Knowledge of the Company Key Employees any threatened, condemnation proceeding or other proceeding by any public authority; (c) to the Company’s Knowledge, the Buildings, plants Building and structures, including heating, ventilation and air conditioning systems, roof, foundation and floors, are in good operating condition and reasonable repair, subject only to ordinary wear and tear; (d) the Buildings, plants Building and structures are not, and the operation of the Business at the Leased Real Property is not, in violation of any zoning or other Requirements of Laws (including, without limitation, including obtaining all approvals of any Governmental Body, including Governmental Permits, required in the operation thereof), except for such violations as do not and shall notwould 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 is supplied with utilities and other services necessary for the operation of such facilities as conducted by the CompaniesCompany.

Leased Real Property. Each Schedule 4.15(a) of the Companies has valid leasehold interests in Disclosure Schedule contains a true and complete list of (i) all Contracts (“Real Property Leases”) pursuant to which any Company or any of the Subsidiaries leases real property which it holds under the leases described in Schedule 3.16 as tenant, lessee or sublessee (collectively, as applicable) (the “Leased Real Property”), in each case free and clear of all Encumbrances, except for Permitted Exceptions. Following completion which list includes the name of the transactions contemplated hereinlessee and lessor, the address of each parcel of Leased Real Property, and all amendments, supplements, estoppel certificates and subordination, non-disturbance and attornment agreements related thereto. None of the Companies shall continue or the Subsidiaries have subleased, licensed or granted to have valid leasehold interests in all any Person the right to use or occupy any portion of Leased Real Property. True and complete copies of the real property which it holds under Real Property Leases have been made available to Buyer prior to the leases described date of this Agreement. Each Real Property Lease constitutes the entire agreement between the parties thereto, and there are no other agreements, whether oral or written, between such parties. Each Real Property Lease (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) is in Schedule 3.16full force and effect and is valid, binding and enforceable in accordance with its respective terms, in each case free and clear of case, in all Encumbrances material respects, except Permitted Exceptions assuming receipt of all required consents and after assuming that that all required notices, if any, are given as provided in Section 3.9. The Leased Real Property constitutes all real properties used or occupied enforceability may be limited by the CompaniesEnforceability Exceptions. With respect to the Leased Real Property: (a) each None of the Companies has all easements and rights necessary to conduct Companies, the Business; (b) no portion thereof is subject to any pendingSubsidiaries or, or to the Knowledge of the Company Companies, any threatenedother party to each Real Property Lease is in violation or breach of, condemnation proceeding or in default under, nor has there occurred an event or condition that with the passage of time or giving of notice (or both) would constitute a default of any of the material terms in any Real Property Lease. All of the material land, buildings, structures and other proceeding improvements, in each case as used by any public authority; (c) to the Company’s Knowledge, Companies and Subsidiaries in the Buildings, plants and structures, including heating, ventilation and air conditioning systems, roof, foundation and floorsconduct of their respective businesses, are included in good operating condition and reasonable repair, subject only to ordinary wear and tear; (d) the Buildings, plants and structures are not, and the operation of the Business at the Leased Real Property is not, in violation of any zoning or other Requirements of Laws (including, without limitation, obtaining all approvals of any Governmental Body, including Governmental Permits, required in the operation thereof), except for such violations as do not and shall not, 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 is supplied with utilities and other services for the operation of such facilities as conducted by the Companies.

Leased Real Property. Each The Company’s Disclosure Schedule sets forth a description of the Companies has valid leasehold interests in all of the real property which it holds under currently leased by the leases described in Schedule 3.16 Company and its Subsidiaries (collectively, the “Leased Real Property”). Those certain real property leases or subleases for the Leased Real Property, including all amendments and modifications thereto (individually, a “Real Property Lease”), are set forth on the Company’s Disclosure Schedule and true, correct and complete copies of such Real Property Leases have been heretofore been made available to Parent and its counsel. The Company and its Subsidiaries enjoy peaceful and undisturbed possession of their interests under all such Real Property Leases. With respect to each such Real Property Lease: (i) such Real Property Lease is legal, valid and binding, enforceable, and in each case free full force and clear effect, as such enforceability may be limited by Insolvency Laws and the availability of all Encumbrancesequitable remedies, except for Permitted Exceptions. Following completion (ii) such Real Property Lease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms immediately following the consummation of the transactions contemplated hereinhereby, each except as such enforceability may be limited by Insolvency Laws and the availability of equitable remedies, (iii) neither the Companies shall continue Company nor any of its Subsidiaries nor, to have valid leasehold interests in all of the real property which it holds under the leases described in Schedule 3.16Company’s Knowledge, in each case free and clear of all Encumbrances except Permitted Exceptions assuming receipt of all required consents and after assuming that that all required notices, if any, are given as provided in Section 3.9. The Leased any other party to a Real Property constitutes all real properties used Lease is in breach or occupied by 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) neither the Companies. With Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party to any Real Property Lease has repudiated any provision thereof, (v) there are no disputes, oral agreements, or forbearance programs in effect as to the Real Property Lease, (vi) with respect to the Leased each Real Property: (a) each of the Companies has all easements and rights necessary to conduct the Business; (b) no portion thereof Property Lease that is subject to any pendinga sublease, or to the Knowledge of the Company any threatened, condemnation proceeding or other proceeding by any public authority; (c) to the Company’s Knowledge, the Buildingsrepresentations and warranties set forth in (i)-(v) above are true and correct with respect to the underlying lease, plants and structures(vii) neither the Company nor any of its Subsidiaries has assigned, including heatingtransferred, ventilation and air conditioning systemsconveyed, roofmortgaged, foundation and floorsdeeded in trust, are or encumbered any interest in good operating condition and reasonable repair, subject only to ordinary wear and tear; (d) the Buildings, plants and structures are notleasehold or subleasehold, and the operation of the Business at the Leased Real Property is not, in violation of any zoning (viii) all facilities leased or other Requirements of Laws (including, without limitation, obtaining all approvals of any Governmental Body, including Governmental Permits, required in the operation thereof), except for such violations as do not and shall not, individually or in the aggregate, result in a Material Adverse Effect; (e) there subleased 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 is supplied with utilities and other services necessary for the operation of such facilities as conducted by the Companiessaid facilities.

Leased Real Property. Each Section 3.13(b) of the Companies has valid leasehold interests in Disclosure Schedule lists all real property leased or subleased to the Seller and/or any of its Subsidiaries, the term of the real property which it holds under the leases described in Schedule 3.16 (collectivelyapplicable lease or sublease, the “Leased Real Property”), in each case free rent payable thereunder and clear of all Encumbrances, except for Permitted Exceptions. Following completion the location of the transactions contemplated herein, each of the Companies shall continue to have valid leasehold interests in all of the real property which it holds under the leases described in Schedule 3.16, in each case free and clear of all Encumbrances except Permitted Exceptions assuming receipt of all required consents and after assuming that that all required notices, if any, are given as provided in Section 3.9. The Leased Real Property constitutes all real properties used or occupied by the Companiesapplicable premises. With respect to each lease and sublease listed in Section 3.13(b) of the Leased Real PropertyDisclosure Schedule: (ai) each except pursuant to the Indenture and the Revolver and Term Facility and except for Permitted Liens, neither the Seller nor any of the Companies its Subsidiaries has assigned, subleased, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in all easements and rights necessary to conduct the Businessor any portion of any leasehold or subleasehold; (bii) except as disclosed in the SEC Reports, there are no portion thereof is subject disputes or forbearance programs in effect as to any pendinglease or sublease; (iii) 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 the Knowledge of the Company any threatenedSeller and its Subsidiaries, threatened condemnation proceeding proceedings or other proceeding by any public authority; (c) actions relating to the Company’s Knowledge, the Buildings, plants and structures, including heating, ventilation and air conditioning systems, roof, foundation and floors, are in good operating condition and reasonable repair, property subject only to ordinary wear and tear; (d) the Buildings, plants and structures are not, and the operation of the Business at the Leased Real Property is not, in violation of any zoning such lease or other Requirements of Laws (including, without limitation, obtaining all approvals of any Governmental Body, including Governmental Permits, required in the operation thereof), except for such violations as do not and shall not, 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 Propertysublease; and (fvi) the Leased Real Property is all buildings and improvements leased or subleased thereunder are presently supplied with utilities and other services necessary for the operation of such facilities said buildings and improvements as conducted by the Companiespresently operated.

Leased Real Property. Each Section 3.8(a) of Schedule III sets forth the address of each Leased Real Property facility of the Companies 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 interests estate in all of the real property which it holds under the leases described in Schedule 3.16 (collectively, the “Leased Real Property”), in each case which shall be free and clear of all EncumbrancesLiens, except Permitted Liens, and is in possession of the properties purported to be leased or licensed under the applicable leases for Permitted Exceptions. Following completion such Leased Real Property, (ii) 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 hereinhereby do not require the consent of any other party to such lease and will not result in a breach of or default under such lease, each of the Companies shall continue to have valid leasehold interests in all of the real property which it holds under the leases described in Schedule 3.16, in each case free and clear of all Encumbrances except Permitted Exceptions assuming receipt of all required consents and after assuming that that all required notices, if any, are given as provided in Section 3.9. The Leased Real Property constitutes all real properties used or occupied by the Companies. With respect to the Leased Real Property: (aiv) each of the Companies has all easements Company Group and rights necessary to conduct the Business; (b) no portion thereof is subject to any pending, or to the Knowledge of the Company any threatened, condemnation proceeding or other proceeding by any public authority; (c) to the Company’s Knowledge, each of the Buildingsother parties thereto, plants has performed in all material respects all material obligations required to be performed under each lease for each Leased Real Property, (v) no member of the Company Group is in material breach or material default under any such lease to which it is party, and structuresno event has occurred or circumstance exists which, including heatingwith the delivery of notice, ventilation passage of time or both, would constitute such a breach or default or permit the termination, modification or acceleration of rent under such lease, (vi) the Company or its Subsidiaries have not collaterally assigned or granted any other security interest in any Real Property Lease or any interest therein, (vii) there are no developments affecting any Leased Real Property pending, or to the Company’s Knowledge, threatened, which individually or in the aggregate, impair, or would reasonably be expected to impair, the 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 air conditioning systems, roof, foundation (viii) the Leased Real Property and floorsany buildings or equipment thereon owned or leased by the Company and its Subsidiaries have no material defects, are in good operating condition and reasonable repairrepair 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, subject only to ordinary wear and tear; (d) the Buildingstear excepted), plants are adequate and structures are not, suitable for their present and the operation of the Business at the Leased Real Property is notintended uses and, in violation the case of any zoning or other Requirements of Laws buildings (including, without limitation, obtaining all approvals of any Governmental Body, including Governmental Permits, required in the operation roofs thereof), except for such violations as do not are structurally sound. The Company has made available to Purchaser a true and shall not, 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 complete copy of use or occupancy of any portion of any parcel of Leased Real Property; and (f) the Leased each Real Property is supplied with utilities Lease (including all amendments, extensions, renewals, guaranties and other services for the operation of such facilities as conducted by the Companiesagreements with respect thereto).

Leased Real Property. Each (a) Section 2.10(a) of the Companies has valid leasehold interests in O-I Disclosure Schedule lists all of the real property which it holds under leased (the leases described in Schedule 3.16 ("Leased Real Property" and together with the Owned Real Property, collectively, the “Leased "Real Property”") by the Company and each of its Subsidiaries as of the date hereof pursuant to any real property lease providing for annual payments by the Company or any such Subsidiary of an amount in excess of $100,000 per year (each, a "Lease"), which Section 2.10(a) of the O-I Disclosure Schedule includes the legal address and use of the premises demised under each Lease, the lessor and lessee (or sublessor and sublessee, in the case of a sublease), the term, under the applicable Lease and the rent. With respect to each case lease, and except as disclosed on Section 2.10(a)(i) of the O-I Disclosure Schedule, (i) the tenant under each Lease has legal and valid leasehold title to such Lease, free and clear of all EncumbrancesLiens other than Permitted Liens, (ii) such Lease is pursuant to a written Lease that has been executed and is in full force and effect, (iii) neither the Company nor its applicable Subsidiary that is a party to such Lease nor, to the Knowledge (as defined below) of Seller or the Company or any of its Subsidiaries (collectively, the "O-I Parties") any other party to such Lease, is in material breach or default, and no event has occurred which, with notice or lapse of cure period, would constitute such a material breach or default or permit termination, modification or acceleration, under such Lease, (iv) each Lease is the legal, valid and binding obligation of the tenant thereunder and will continue to be binding in accordance with its terms following the Closing, except for Permitted Exceptions. Following completion of as may result from actions that may be taken by Buyer or its Affiliates following the transactions contemplated hereinClosing, each of the Companies shall continue to have valid leasehold interests in all of the real property which it holds under the leases described in Schedule 3.16, in each case free and clear of all Encumbrances except Permitted Exceptions assuming receipt of all required consents and after assuming that that all required notices, if any, are given as provided in Section 3.9. The Leased Real Property constitutes all real properties used or occupied by the Companies. With respect to the Leased Real Property: (av) each of the Companies has all easements and rights necessary to conduct the Business; (b) no portion thereof is subject to any pending, or to the Knowledge of the O-I Parties no party to such Lease has repudiated any provision thereof, (vi) each Lease grants the Company any threatenedor its applicable Subsidiary the exclusive right to use and occupy the premises demised thereunder, condemnation proceeding or other proceeding by any public authority; (c) subject to the Company’s Knowledge, the Buildings, plants and structures, including heating, ventilation and air conditioning systems, roof, foundation and floors, are in good operating condition and reasonable repair, subject only to ordinary wear and tear; (d) the Buildings, plants and structures are not, and the operation terms of the Business at the Leased Real Property is notapplicable Lease, in violation of any zoning (vii) no Lease has been assigned, mortgaged or other Requirements of Laws (including, without limitation, obtaining all approvals of any Governmental Body, including Governmental Permits, required in the operation thereof)hypothecated and no Lease has otherwise been encumbered, except for such violations Permitted Liens and (viii) except as do not and shall would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect; (e) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting all covenants 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 is supplied with utilities and other services for the operation of such facilities as conducted be performed by the CompaniesCompany or its applicable Subsidiary and, to the Knowledge of the O-I Parties, all covenants to be performed by the lessor or lessee (or sublessor or sublessee, in the case of a sublease) under each Lease, have been performed in all respects. (b) Section 2.10(b) of the O-I Disclosure Schedule separately identifies all Leases for which consents, waivers or approval must be obtained on or prior to the Closing Date (or which have been obtained) in order for such Lease to continue in effect according to their terms, as in effect immediately prior to and on the date hereof, after the Closing Date.

Leased Real Property. Each Section 3.14(b) of the Companies has valid leasehold interests in 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 real property which it holds under Acquired Companies and is used or held for use in the leases described in Schedule 3.16 operation of the Business (collectively, the “Leased Real Property”), in each case free and clear . The Seller has delivered to the Purchaser complete copies of all Encumbrancessuch leases, except for Permitted Exceptions. Following completion including any amendments, modifications or terminations thereto and thereof and in the case of any oral lease, a written summary of the transactions contemplated herein, each 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 shall continue to have valid leasehold interests in all of the real property which it holds under the leases described in Schedule 3.16or, in each case free and clear of all Encumbrances except Permitted Exceptions assuming receipt of all required consents and after assuming that that all required notices, if any, are given as provided in Section 3.9. The Leased Real Property constitutes all real properties used or occupied by the Companies. With respect to the Leased Real Property: (a) each of the Companies has all easements and rights necessary to conduct the Business; (b) no portion thereof is subject to any pending, or to the Knowledge of the Company 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, condemnation proceeding or other proceeding by affecting any public authority; (c) to the Company’s Knowledge, the Buildings, plants and structures, including heating, ventilation and air conditioning systems, roof, foundation and floors, are in good operating condition and reasonable repair, subject only to ordinary wear and tear; (d) the Buildings, plants and structures are not, and the operation parcel of the Business at the Leased Real Property is notor 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 violation full force and effect unless any such lease shall have expired in accordance with its terms (and not as a result of any zoning termination or other Requirements acceleration of Laws (including, without limitation, obtaining all approvals of any Governmental Body, including Governmental Permits, required in the operation stated expiration date thereof), except for such violations as do not and shall not, individually or in the aggregate, result in a Material Adverse Effect; (eii) to the Knowledge of the Seller, there are no setoffs, counterclaims or disputes existing or asserted with respect to any such leases, subleases, licenses, concessions ; (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 agreementsamounts payable thereunder; (iv) the other party to such lease is not an Affiliate of, written and otherwise does not have any economic interest in, the Seller or oralany 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, granting to any party there are no occupancy rights, subleases or parties licenses affecting the right of use or occupancy of any portion of any parcel of Leased Real Property; and (f) the Leased Real Property is supplied with utilities and other services for the operation of such facilities as conducted by the Companies.

Leased Real Property. Each (A) Schedule 2.1(a)(v) sets forth a true and complete list of all leasehold or sub-leasehold estates and other rights to hold, use, possess or occupy any land, buildings, structures, improvements, fixtures or other interest in real property held any PMG Company as of the Companies has valid leasehold interests in all of the real property which it holds under the leases described in Schedule 3.16 Effective Time (collectively, the “Leased Real Property”), and all Leases relating thereto, which list also sets forth the date of the Lease evidencing such leasehold interest and the date of any amendments and supplements thereto, as well as the names of the parties thereto and the address of such Leased Real Property. Other than the Leased Real Property, no PMG Company has ever leased any real property. (B) Except as set forth in each case free Schedule 3.2(j)(i), and clear to PMG’s Knowledge: (1) all Leases relating to the Leased Real Property are legal, valid, binding and enforceable and in full force and effect, subject to proper authorization and execution of all Encumbrances, except for Permitted Exceptions. Following completion such Lease by the other party and the application of any bankruptcy or creditor’s rights Laws; (2) the transactions contemplated herein, each by this Agreement will not result in a breach or default under any of the Companies shall continue to have valid leasehold interests in all Leases, and will not otherwise cause any of the real property which it holds Leases to cease to be enforceable and in full force and effect on identical terms following the Closing; (3) no PMG Company is and, to the Knowledge of PMG, no other party is in breach or default under any such Lease; (4) such Lease has not been assigned by any PMG Company (or to the leases described in Schedule 3.16Knowledge of PMG, in each case free and clear of all Encumbrances except Permitted Exceptions assuming receipt of all required consents and after assuming that that all required noticesother than collaterally, if anyby the landlord thereunder), are given as provided in Section 3.9. The supplemented, or amended; (5) no PMG Company has subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property constitutes or any portion thereof; (6) (x) the current uses of and existing structures located on the Leased Real Property are in material compliance with all real properties used applicable zoning and other land use or occupied occupancy requirements, and any covenants, conditions or agreements affecting the Leased Real Property, and (y) each PMG Company, to the extent required by the Companies. With any applicable Laws, is in possession of all certificates of occupancy with respect to the Leased Real Property: Property issued by the appropriate governmental authorities; (a7) each no construction, alteration, or other leasehold improvement work with respect to such Lease remains to be paid for or performed by any party to such Lease except for any such work required by the parties thereunder as part of the Companies maintenance, repair and replacement obligations, including without limitation with respect to casualty damage; and (8) each PMG Company has all easements necessary access to and rights necessary to conduct from the Business; Leased Real Property as is reasonably adequate for the current operation thereof. (bC) no portion thereof is Each PMG Company holds, subject to any pendingthe terms and conditions of the Leases described on Schedule 3.2(j)(i), good leasehold title to, and actual and exclusive possession of, the Leased Real Property, free and clear of Liens created by or through such PMG Company. There are no claims pending or, to the Knowledge of PMG, threatened that could have the Company any threatened, condemnation proceeding effect of impairing or other proceeding by any public authority; (c) restricting the Buyer’s future access to the Company’s Knowledge, the Buildings, plants and structures, including heating, ventilation and air conditioning systems, roof, foundation and floors, are in good operating condition and reasonable repair, subject only to ordinary wear and tear; (d) the Buildings, plants and structures are not, and the operation of the Business at the Leased Real Property is not, in violation Property. PMG has delivered or made available to the Buyer complete and accurate copies of any zoning or other Requirements each of Laws (including, without limitation, obtaining all approvals of any Governmental Body, including Governmental Permits, required in the operation thereof), except Leases for such violations as do not and shall not, 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) none of the Leased Real Property is supplied with utilities and other services for Leases have been modified in any material respect or extended, except to the operation of extent that such facilities as conducted modifications or extensions are disclosed by the Companiescopies delivered or made available to the Buyer.

Leased Real Property. Each of Except as set forth in Schedule 3.12: (i) the Companies Company has a good and valid leasehold interests in all of the real property which it holds under the leases described in Schedule 3.16 (collectivelyinterest in, and enjoys peaceful and undisturbed possession of, the “Leased Real Property”), in each case free and clear of all Encumbrances, except for Permitted Exceptions. Following completion of the transactions contemplated herein, each of the Companies shall continue to have valid leasehold interests in all of the real property which it holds under the leases described in Schedule 3.16, in each case free and clear of all Encumbrances except Permitted Exceptions assuming receipt of all required consents and after assuming that that all required notices, if any, are given as provided in Section 3.9. The Leased Real Property constitutes all real properties used or occupied by the Companies. With respect Facilities pursuant to the Leased Real Property: respective Facility Leases; (aii) each of the Companies has all easements Facility Leases is a legal, binding and rights necessary to conduct the Business; (b) no portion thereof is subject to any pending, or to the Knowledge of enforceable obligation against the Company any threatened, condemnation proceeding or other proceeding by any public authority; (c) to the Company’s Knowledge, the Buildings, plants and structures, including heating, ventilation is in full force and air conditioning systems, roof, foundation and floors, are in good operating condition and reasonable repair, subject only to ordinary wear and tear; (d) the Buildings, plants and structures are noteffect, and the operation Company has not received any notice from the lessor under any Facility Lease that the such Facility Lease is not in full force and effect; (iii) no amount payable under any Facility Lease is past due beyond any applicable cure period; (iv) the Company is in compliance with all covenants, commitments and obligations on its part to be performed or observed under each of the Business at the Leased Real Property Facility Leases and is not, not in violation or default thereunder and Seller does not have knowledge of the failure by any other party to any such lease to comply with all of its commitments and obligations or to be in violation or default thereunder; (v) the Company has not received any notice which has not heretofore been cured or resolved of any zoning breach or demand for performance under any of the Facility Leases and is not a party to any other Requirements of Laws (including, without limitation, obtaining all approvals agreement with the lessor of any Governmental Bodyof the Facilities which gives such lessor, including Governmental Permitsas a remedy for any breach of such other agreement, required any right to terminate or alter the terms of the Facility Lease to which such lessor is a party; (vi) all material buildings, structures, fixtures and building systems included in the operation thereof), except for Facilities are in proper condition and repair to operate such violations as do not and shall not, individually or facilities in the aggregate, result manner in a Material Adverse Effectwhich they are currently being operated; (evii) there the Company has not received notice from any Governmental or Regulatory Authority that any of such buildings, structures, fixtures and systems are no leasesnot presently used and operated in compliance with all material covenants, subleaseseasements, licenses, concessions or other agreements, written or orallegal requirements, granting to zoning and restrictions affecting any party or parties of the right of use or occupancy of any portion of any parcel of Leased Real PropertyFacilities; and (fviii) the Leased Real Property is supplied with utilities and other services except for the operation of such facilities as conducted by Facility Leases, there is no real property lease or sublease to which the CompaniesCompany is a party, and the Company does not have any other possessory interest in real property.

Leased Real Property. Each Set forth on Schedule 5.20(b) is a true and complete list and brief description of the Companies has valid leasehold interests in all of the real property which it holds under the leases described in Schedule 3.16 (collectively, the “Leased Real Property”), in each case free and clear of all Encumbrances, except for Permitted Exceptions. Following completion of the transactions contemplated herein, each of the Companies shall continue to have valid leasehold interests in all of the real property which it holds under the leases described in Schedule 3.16, in each case free and clear of all Encumbrances except Permitted Exceptions assuming receipt of all required consents and after assuming that that all required notices, if any, are given as provided in Section 3.9. The Leased Real Property constitutes all real properties used or occupied by the Companies. With respect to the Leased Real Property: : (ai) each the Company has delivered to Buyer correct and complete copies of the Companies has all easements Leases. (ii) the Leases are in full force and rights necessary to conduct effect, and (A) neither the Business; (b) no portion thereof is subject to any pendingCompany nor, or to the Knowledge of the Company and Seller, any threatenedlandlord is in default under any of the Leases and (B) no event has occurred which, condemnation proceeding with the giving of notice or other proceeding the passage of time or both, would result in a default by the Company or, to the Knowledge of the Company and Seller, any public authority; landlord under any of the Leases; (ciii) to the Company’s KnowledgeKnowledge of the Company and Seller, no 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 BuildingsKnowledge of the Company and Seller, plants and structuresno other party to any Lease has repudiated any provision thereof; (v) there are no disputes, including heatingoral agreements, ventilation and air conditioning systems, roof, foundation and floors, are or forbearance programs in good operating condition and reasonable repair, subject only effect as to ordinary wear and tear; any Lease; (dvi) the BuildingsCompany has not assigned, plants transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in any leasehold; (vii) all Facilities have received all Governmental Authorizations (including licenses and structures are not, and permits) required in connection with the operation of the Business at the Leased Real Property is not, thereof and have been operated and maintained in violation of any accordance with applicable Legal Requirements (including all zoning or other Requirements of Laws (including, without limitation, obtaining all approvals of any Governmental Body, including Governmental Permits, required in the operation thereofrequirements), except for such violations as do would not and shall not, result individually or in the aggregate, result aggregate in a Material Adverse Effect; ; (eviii) 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 similar restriction; (ix) to the Knowledge of the Company and Seller, the landlord under each lease has good and valid title to the Leased Real Property; (x) there are no leasespending or, subleasesto the Knowledge of the Company and Seller, licensesThreatened, concessions condemnation Proceedings, lawsuits, or administrative actions relating to the parcel, or other agreementsmatters affecting adversely the use, written occupancy or oralvalue, granting to any party or the marketability of title, thereof; and (xi) there are no parties (other than the right of use or occupancy Company) in possession of any portion of any parcel of Leased Real Property; and (f) the Leased Real Property is supplied with utilities and other services for the operation of such facilities as conducted by the Companies.

Leased Real Property. Each (a) The Company does not own any real property. (b) Schedule 2.20(b) sets forth a complete list of the Companies has valid leasehold interests in all of the real property which it holds under leased or subleased by the leases described in Schedule 3.16 Company (collectively, the “Leased Real Property”), and the street address thereof. The Company has a valid leasehold interest in each case free Leased Real Property, subject only to Permitted Liens. The Company has made available to Buyer complete and clear accurate copies (including all amendments) of all Encumbrances, except for Permitted Exceptions. Following completion of the transactions contemplated herein, each of the Companies leases for the Leased Real Property (the “Leases”). With respect to each Lease: (i) the Lease is legal, valid, binding and enforceable against the Company and, to the Knowledge of the Company, the other parties thereto, and is in full force and effect, and shall continue to have valid leasehold interests be legal, valid, binding, enforceable and in all full force and effect on identical terms following the Closing subject only to bankruptcy, insolvency, reorganization, moratoriums or similar laws at the time in effect affecting the enforceability or rights of creditors generally and by general equitable principles which may limit the right to obtain equitable remedies; (ii) neither the Company nor, to the Knowledge of the real property which it holds Company, any other party to the Lease is in breach or default and no event has occurred which, with notice or lapse of time or both, would constitute such a breach or default or permit termination, modification or acceleration under the leases described Lease; (iii) to the Knowledge of the Company, no party to the Lease has repudiated any provision thereof and there are no disputes, oral agreements or forbearance programs in Schedule 3.16effect as to the Lease; (iv) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to Buyer; (v) the Company has not subleased, assigned, transferred, conveyed, mortgaged, deeded in each case free trust or encumbered any interest in the Lease; (vi) the rental set forth in the Lease is the actual rental being paid, and clear there are no separate agreements or understandings with respect to the same; (vii) the Company has not exercised or given any notice of all Encumbrances except Permitted Exceptions assuming receipt exercise, nor, to the Knowledge of all required consents the Company, has any lessor or landlord exercised or received any notice of exercise, of any option, right of first offer or right of first refusal contained in any Lease, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation; and after assuming that that all required notices, if any, are given as provided in Section 3.9. The (viii) the Company’s possession and quiet enjoyment of the Leased Real Property constitutes all real properties used or occupied by under such Lease has not been disturbed. (c) To the Companies. With Knowledge of the Company, with respect to the Leased Real Property: (ai) each the current use of such property and the Companies has all easements and rights necessary to conduct the Business; (b) no portion thereof is subject to any pending, or to the Knowledge operation of the Company any threatened, condemnation proceeding or other proceeding by any public authority; (c) to the Company’s Knowledgebusiness does not violate the Lease or any instrument of record or Contract affecting such property or any applicable Legal Requirements (without any fines or monetary Liabilities attached); (ii) all buildings, structures and other improvements included in the Buildings, plants and structuresLeased Real Property, including heating, ventilation and air conditioning systems, roof, foundation and floorsall components thereof, are structurally sound, in good operating condition and reasonable repair, subject only to the provision of usual and customary maintenance provided in the ordinary wear course of business with respect to buildings, structures and tearimprovements of like age and construction and all water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and other utilities and systems serving such property are sufficient to enable the continued operation of such property as it is now operated in connection with the conduct of the Company; (diii) the Buildings, plants and structures are not, and the operation of the Business at the Leased Real Property is not, in violation of any zoning or other Requirements of Laws (including, without limitation, obtaining all approvals of any Governmental Body, including Governmental Permits, required in the operation thereof), except for such violations as do not and shall notthe Leases, individually or in the aggregate, result in a Material Adverse Effect; (e) there are no leases, subleases, licenses, concessions or other agreementsContracts, 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 is supplied with utilities except in favor of the Company; and (iv) there are no parties in possession of the Leased Real Property other services for than the operation of such facilities as conducted by the CompaniesCompany.

Leased Real Property. Each Schedule 4.11(b) sets forth the address of the Companies has valid leasehold interests in each Leased Real Property and a true and complete list of all of the real property which it holds under the leases described in Schedule 3.16 (collectively, the “Leases for each Leased Real Property”. Except as set forth in Schedule 4.11(b), neither the Company nor its Subsidiary leases, subleased, licenses or occupies any real property not owned by the Company or its Subsidiary. Except as set forth in each case free and clear of all EncumbrancesSchedule 4.11(b), except for Permitted Exceptions. Following completion of the transactions contemplated herein, with respect to each of the Companies shall continue to have valid leasehold interests in all of the real property which it holds under the leases described in Schedule 3.16, in Leases for each case free and clear of all Encumbrances except Permitted Exceptions assuming receipt of all required consents and after assuming that that all required notices, if any, are given as provided in Section 3.9. The Leased Real Property constitutes all real properties used or occupied by the Companies. With respect to the Leased Real Property: (ai) each of the Companies Company or its Subsidiary has all easements and rights necessary a valid leasehold interest in the Leased Real Property to conduct the Businesswhich such Lease applies; (bii) no portion thereof such Lease is subject legal, valid, binding and enforceable in accordance with its terms and in full force and effect and has not been modified; (iii) the transactions contemplated hereby do not require the consent of any other party to any pendingsuch Lease and will not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iv) neither the Company nor its Subsidiary nor, to the Knowledge of the Company Shareholders, any threatenedother party to such Lease is in breach or default under such Lease and no event has occurred or circumstance exists which, condemnation proceeding with the delivery of notice, passage of time or other proceeding by any public authorityboth, would constitute such a breach or default or permit the termination, modification or acceleration of rent under such Lease; (cv) to the Company’s Knowledge, the Buildings, plants or its Subsidiary’s possession and structures, including heating, ventilation and air conditioning systems, roof, foundation and floors, are in good operating condition and reasonable repair, subject only to ordinary wear and tear; (d) the Buildings, plants and structures are not, and the operation quiet enjoyment of the Business at the Leased Real Property is not, in violation of any zoning or other Requirements of Laws (including, without limitation, obtaining all approvals of any Governmental Body, including Governmental Permits, required in the operation thereof), except for to which such violations as do Lease applies has not been disturbed and shall not, individually or in the aggregate, result in a Material Adverse Effect; (e) there are no leases, subleases, licenses, concessions disputes with respect to such Lease; (vi) no security deposit or portion thereof has been applied in respect of a breach or default under such Lease that has not been redeposited in full; (vii) the other agreements, written party to such Lease is not in any way affiliated with either the Company or oral, granting to any party or parties the right of use or occupancy of any portion of any parcel of Leased Real Propertyits Subsidiary; and (fviii) neither the Leased Real Property is supplied with utilities and other services for the operation of Company nor its Subsidiary has collaterally assigned or granted any security interest in such facilities as conducted by the CompaniesLease or any interest therein.

Leased Real Property. Each (a) Neither Seller nor its Affiliates, in whole or in part, owns, nor has Seller or its Affiliates at any time owned, any Real Property used in connection with the Business. (b) True and correct copies of all written Contracts related to the Companies has Leased Real Property have been delivered to Buyer. Except as set forth on Schedule 3.12, the Seller or one of its Affiliates has, or will have at Closing, valid leasehold interests in all of the real property which it holds under the leases described in Schedule 3.16 (collectively, the “Leased Real Property”)Property and Leasehold Improvements, in each case free and clear of all Encumbrances, except for Permitted Exceptions. Following completion the following: (i) zoning and other similar restrictions; (ii) easements, covenants, rights of way or other restrictions which do not materially adversely affect the use of the transactions contemplated hereinproperty to which they relate; (iii) mechanics', each carriers', workmen’s’ repairmen’s’ or other like liens arising or incurred in the ordinary course of business; and (iv) liens for taxes, assessments and other governmental charges which are not due and payable or which may thereafter be paid without penalty. (c) Except as set forth in Schedule 3.12, none of the Companies shall continue Leased Real Property or the use, occupancy, operation or maintenance thereof, or any substance on or condition thereon is in material violation of any restrictive covenants or laws or any building, zoning, health, fire, safety or other ordinances, codes or regulations in such manner as to have valid leasehold interests interfere with the use and occupancy thereof in all the ordinary course of business, and no notice from any Governmental Authority has been served upon the Seller or its Affiliates or upon the Leased Real Property claiming any violation of any such laws, ordinances, codes or regulations, requiring or calling attention to the need for any work, repairs, construction, alterations or installation, or in connection with said properties which has not been complied with, or materially increasing the assessments on the real property which it holds under the leases described in Schedule 3.16, in each case free and clear of all Encumbrances except Permitted Exceptions assuming receipt of all required consents and after assuming that that all required notices, if any, or claiming any monies are given as provided in Section 3.9. The Leased Real Property constitutes all real properties used or occupied by the Companies. With due with respect to the any Leased Real Property: (a) each of the Companies has all easements and rights necessary to conduct the Business; (b) no portion thereof . No condemnation Proceeding is subject to any pendingpending or, or to the Knowledge of the Company any Seller, threatened, condemnation proceeding or other proceeding by against any public authority; (c) to the Company’s Knowledge, the Buildings, plants and structures, including heating, ventilation and air conditioning systems, roof, foundation and floors, are in good operating condition and reasonable repair, subject only to ordinary wear and tear; (d) the Buildings, plants and structures are not, and the operation of the Business at the Leased Real Property is not, in violation of any zoning or other Requirements of Laws (including, without limitation, obtaining all approvals of any Governmental Body, including Governmental Permits, required in the operation thereof), except for such violations as do not and shall not, 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 is supplied with utilities and other services for the operation of such facilities as conducted by the Companies.

Leased Real Property. Each Section 3.16(c)-1 of the Companies Company Disclosure Letter sets forth the address or location of each Leased Real Property and a list of all Leases of the Company, any of its Subsidiaries and RMI. Except as set forth on Section 3.16(c)-1 of the Company Disclosure Letter, (i) the Company, one of its Subsidiaries or RMI has a valid leasehold interests interest in all of the real property which it holds under the leases described in Schedule 3.16 (collectively, the “Leased Real Property”), in each case free and clear of all Encumbrances, except for Permitted Exceptions. Following completion of the transactions contemplated herein, each of the Companies shall continue to have valid leasehold interests in all Material Leased Real Properties; (ii) each Lease of the real property which it holds under the leases described in Schedule 3.16, in each case free and clear of all Encumbrances except Permitted Exceptions assuming receipt of all required consents and after assuming that that all required notices, if any, are given as provided in Section 3.9. The Material Leased Real Property constitutes all real properties used is legal, valid, binding and enforceable against the Company and its Subsidiaries or occupied by the Companies. With respect RMI (as applicable) in accordance with its terms and in full force and effect, subject to the Leased Real Property: (a) each bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of the Companies has all easements general applicability relating to or affecting creditors’ rights and rights necessary to conduct the Businessgeneral equity principles; (biii) no portion thereof is subject to neither the Company, any pendingof its Subsidiaries nor RMI, or to the Knowledge of the Company any threatenedor, condemnation proceeding or other proceeding by any public authority; (c) to the Company’s Knowledgeknowledge, any other party to any Lease, is in breach or default under any Lease and, to the BuildingsCompany’s knowledge, plants and structuresno event has occurred or circumstance exists which, including heatingwith the delivery of notice, ventilation and air conditioning systemspassage of time or both, roofwould constitute such a breach or default or permit the termination, foundation and floors, are in good operating condition and reasonable repair, subject only to ordinary wear and tearmodification or acceleration of rent under any Lease; (div) all rent and other sums and charges payable to the Company, any of its Subsidiaries or RMI under all Leases are current; (v) neither the Company’s, any of its Subsidiaries’ nor RMI’s possession and quiet enjoyment of each Material Leased Real Property is being disturbed; (vi) there are no material disputes with respect to any Leases of Material Leased Real Property; (vii) no security deposit or bond provided as security, or portion thereof, if applicable, has been applied in respect of a breach or default under any Lease that has not been redeposited or replenished in full; (viii) the Buildings, plants and structures are not, and the operation other party to each Lease of the Business at the Material Leased Real Property is not, and was not at the time of execution, in violation any way affiliated with the Company, any of any zoning its Subsidiaries or other Requirements of Laws (including, without limitation, obtaining all approvals of any Governmental Body, including Governmental Permits, required in the operation thereof), except for such violations as do not and shall not, 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 PropertyRMI; and (fix) neither the Company, any of its Subsidiaries nor RMI has collaterally assigned or granted any security interest in any of the Leases of Material Leased Real Property is supplied with utilities and or any interest therein (other services for the operation of such facilities as conducted by the Companiesthan Permitted Liens).

Leased Real Property. Each Section 4(1) of the Companies Disclosure Schedule lists all real property currently leased or subleased to any of Master Products and its Subsidiaries, including the leased facility located in Tijuana, Mexico. The Seller has valid leasehold interests in all delivered to the Buyer correct and complete copies of the real property which it holds under leases and subleases listed in Section 4(1) of the leases described Disclosure Schedule. With respect to each lease and sublease listed in Schedule 3.16 Section 4(1) of the Disclosure Schedule: (collectively, A) the “Leased Real Property”), lease or sublease has not been terminated and is binding and in each case free full force and clear of all Encumbrances, except for Permitted Exceptions. Following completion effect; (B) the lease or sublease will continue to be binding and in full force and effect on identical terms following the consummation of the transactions contemplated herein, each of the Companies shall continue to have valid leasehold interests in all of the real property which it holds under the leases described in Schedule 3.16, in each case free and clear of all Encumbrances except Permitted Exceptions assuming receipt of all required consents and after assuming that that all required notices, if any, are given as provided in Section 3.9. The Leased Real Property constitutes all real properties used or occupied by the Companies. With respect to the Leased Real Property: hereby; (aC) each of the Companies has all easements and rights necessary to conduct the Business; (b) no portion thereof is subject to any pending, or to the Knowledge of the Company any threatenedSeller, condemnation proceeding Master Products and its Subsidiaries are not in breach or other proceeding by any public authority; (c) to the Company’s Knowledge, the Buildings, plants and structures, including heating, ventilation and air conditioning systems, roof, foundation and floors, are in good operating condition and reasonable repair, subject only to ordinary wear and tear; (d) the Buildings, plants and structures are notdefault under such lease or sublease, and no event has occurred which, with notice or lapse of time, would constitute a material breach or default by Master Products or any of its Subsidiaries or permit termination, modification, or acceleration by the operation of the Business at the Leased Real Property is not, in violation of any zoning or other Requirements of Laws lessor thereunder; (including, without limitation, obtaining all approvals of any Governmental Body, including Governmental Permits, required in the operation thereof), except for such violations as do not and shall not, individually or in the aggregate, result in a Material Adverse Effect; (eD) there are no leasesdisputes or forbearance programs in effect as to the lease or sublease; (E) none of Master Products and its Subsidiaries has assigned, subleasestransferred, licensesconveyed, concessions mortgaged, deeded in trust, or other agreementsencumbered any interest in the leasehold or subleasehold; (F) to the Knowledge of the Seller, written all facilities leased or oralsubleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the operation thereof and have been operated and to the Knowledge of Seller maintained in accordance with applicable laws, granting rules, and regulations; (G) to any party the Knowledge of the Seller, all facilities leased or parties the right of use or occupancy of any portion of any parcel of Leased Real Property; and (f) the Leased Real Property is subleased thereunder are currently supplied with utilities and other services necessary for the operation of such said facilities as conducted by the Companiescurrently conducted; and (H) None of Master Products and its Subsidiaries has received notice of any breach or default under any such lease or sublease which has not been fully cured.

Leased Real Property. Each of the Companies has valid leasehold interests (a) The Company does not have any interest in all of the any real property which it holds under the leases described in Schedule 3.16 (collectively, the “Leased Real Property”), in each case free and clear of all Encumbrances, except for Permitted Exceptions. Following completion of the transactions contemplated herein, each of the Companies shall continue to have valid leasehold interests in all of the real property which it holds under the leases described in Schedule 3.16, in each case free and clear of all Encumbrances except Permitted Exceptions assuming receipt of all required consents and after assuming that that all required notices, if any, are given as provided in Section 3.9. The Leased Real Property constitutes all real properties used fee simple or occupied by the Companies. With respect to otherwise other than the Leased Real Property: . (ab) Schedule 4.8(b) sets forth the address of each parcel of Leased Real Property, and a true and complete list of all Leases for each such Leased Real Property. The Company has delivered to the Buyer a true and complete copy of all Leases. Except as set forth in Schedule 4.8(b), with respect to each of the Companies has all easements Leases: (i) such Lease is legal, valid and binding on the Company and in full force and effect, except as enforceability may be limited by bankruptcy, insolvency or other laws affecting creditor’s rights necessary generally and limitations on the availability of equitable remedies; (ii) the transactions contemplated pursuant to conduct this Agreement do not require the Business; 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, except as enforceability may be limited by bankruptcy, insolvency or other laws affecting creditor’s rights generally and limitations on the availability of equitable remedies; (biii) the Company’s possession and quiet enjoyment of the rights and benefits granted to the Company under such Lease have not been disturbed in any material respect and there are no portion thereof is subject known disputes with respect to such Lease; (iv) the Company, nor to the Company’s and the Sellers’ Knowledge, any other party to any pendingLease is in material breach or default under such Lease, and, to the Company’s and the Sellers’ Knowledge, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a material breach or default, or to permit the Knowledge termination, modification or acceleration of the Company any threatened, condemnation proceeding or other proceeding by any public authority; payments due under such Lease; (cv) to the Company’s and the Sellers’ Knowledge, 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) none of the Buildingsother parties to such Lease is an Affiliate of, plants and structuresor otherwise has any economic interest in, including heating, ventilation and air conditioning systems, roof, foundation and floors, are in good operating condition and reasonable repair, subject only to ordinary wear and tear; the Company, (dvii) the BuildingsCompany has not subleased, plants and structures are not, and licensed or otherwise granted any Person the operation of the Business at the right to use or occupy such Leased Real Property is not, or any portion thereof; (viii) the Company has not collaterally assigned or granted any other security in violation of such Lease or any zoning or other Requirements of Laws interest therein; and (including, without limitation, obtaining all approvals of any Governmental Body, including Governmental Permits, required in the operation thereof), except for such violations as do not and shall not, individually or in the aggregate, result in a Material Adverse Effect; (eix) there are no leases, subleases, licenses, concessions Liens on the Company’s estate 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 is supplied with utilities and other services for the operation of interest created by such facilities as conducted by the CompaniesLease.