Common use of Leased Real Property Clause in Contracts

Leased Real Property. (i) Schedule 3.16(b)(i) sets forth each interest in real property leased by the Company or any of its Subsidiaries as of the date hereof (collectively, the “Leased Real Property” and together with the Owned Real Property, the “Real Property”), including the location thereof, and the lessor of any such Leased Real Property. True and complete copies of all Leases (as defined below), together with all amendments or modifications, have been provided to Purchaser and Merger Sub. (ii) The Company or one of its Subsidiaries owns all right, title and interest in all leasehold estates and other rights purported to be granted to it by the leases and other agreements required to be listed on Schedule 3.16(b)(i) (the “Leases”), in each case free and clear of all Liens except for Permitted Liens. Neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person, other than the Company or any of its Subsidiaries, the right to use or occupy the Leased Real Property subject to such Lease, or any portion thereof, except for subleases and other agreements entered into in the ordinary course of business which do not interfere with the present use of the Leased Real Property (examples of such leases include medical offices, gift shops, and foodservice). (iii) Each of the Leases is in full force and effect and is a legal, valid and binding obligation of the Company or its Subsidiaries, enforceable against them in accordance with its terms, except to the extent that enforceability may be limited by the Enforceability Exceptions. Neither the Company nor any of its Subsidiaries is in material default under any Lease or has received any written notice of any material default or event that with notice or lapse of time, or both, would constitute a material default by the Company or any of its Subsidiaries under any of the Leases and, to the Knowledge of the Company, no other party is in material default thereof, in each case.

Leased Real Property. (ia) Schedule 3.16(b)(i) 3.14 sets forth each interest a true and complete list of all Real Property and interests in real property leased Real Property included within the Acquired Assets that are leased, subleased or occupied by the Company or any of its Subsidiaries as of the date hereof Seller (collectively, the “Leased Real Property” and together with the Owned Real Property, the “Real Property”), including the location thereof, and the lessor of any such Leased Real Property. True Seller has delivered to Buyer a true and complete copies copy of all Leases (as defined below)each such lease, sublease or occupancy agreement, together with all amendments or modificationsthereto, have been provided with respect to Purchaser and Merger Sub. any Leased Real Property (ii) The Company or one of its Subsidiaries owns all right, title and interest in all leasehold estates and other rights purported to be granted to it by the leases and other agreements required to be listed on Schedule 3.16(b)(i) (the “Real Property Leases”), and in the case of any oral Real Property Lease, a written summary of the material terms thereof. With respect to each case free Real Property Lease, (i) each such Lease is legal, valid, binding, enforceable and clear in full force and effect, and Seller is in possession of all Liens except for Permitted Liens. Neither such leased property, (ii) neither Seller nor, to the Company nor knowledge of Seller, the Shareholder and each of the Principals, any other party to such Lease is in breach or default under such Lease in any material respect, and, to the knowledge of its Subsidiaries Seller, the Shareholder and each of the Principals, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease and (iii) Seller has not subleased, licensed or otherwise granted any Person, other than the Company or any of its Subsidiaries, anyone the right to use or occupy the such Leased Real Property subject to such Lease, or any portion thereof. (b) There is no condemnation, except for subleases expropriation or other proceeding in eminent domain, pending or, to the knowledge of Seller, the Shareholder and other agreements entered into in each of the ordinary course of business which do not interfere with the present use Principals, threatened, affecting any parcel of the Leased Real Property (examples or any portion thereof or interest therein. All utility services or systems for the Leased Real Property have been installed and are operational and sufficient for the operation of the Business as currently conducted thereon. To the knowledge of Seller, the Shareholder and each of the Principals, the classification of each parcel of Leased Real Property under applicable zoning laws, ordinances and regulations permits the use and occupancy of such leases include medical offices, gift shopsparcel and the operation of the Business as currently conducted thereon, and foodservice). (iii) Each permits the improvements located thereon as currently constructed, used and occupied. To the knowledge of Seller, the Shareholder and each of the Leases is in full force Principals, there are sufficient parking spaces, loading docks and effect other facilities at such parcel to comply with such zoning laws, ordinances and is a legalregulations. To the knowledge of Seller, valid the Shareholder and binding obligation each of the Company or its SubsidiariesPrincipals, enforceable against them in accordance with its terms, except to the extent that enforceability may be limited by the Enforceability Exceptions. Neither the Company nor any of its Subsidiaries is in material default under any Lease or has received any written notice of any material default or event that with notice or lapse of timeLeased Real Property, or bothany easement affecting the Leased Real Property, would constitute a material default by does not violate any building lines or set-back lines, and there are no encroachments onto the Company Leased Real Property or any of its Subsidiaries under any of the Leases and, to the Knowledge of the Company, no other party is in material default portion thereof, in each case.

Leased Real Property. Section 3.13(b) of the Disclosure Schedule lists all real property leased or subleased to the Seller and/or any of its Subsidiaries, the term of the applicable lease or sublease, the rent payable thereunder and the location of the applicable premises. With respect to each lease and sublease listed in Section 3.13(b) of the Disclosure Schedule: (i) Schedule 3.16(b)(i) sets forth each interest in real property leased by except pursuant to the Company or any of its Subsidiaries as of the date hereof (collectively, the “Leased Real Property” and together with the Owned Real Property, the “Real Property”), including the location thereof, Indenture and the lessor of any such Leased Real Property. True Revolver and complete copies of all Leases (as defined below), together with all amendments or modifications, have been provided to Purchaser Term Facility and Merger Sub. (ii) The Company or one of its Subsidiaries owns all right, title and interest in all leasehold estates and other rights purported to be granted to it by the leases and other agreements required to be listed on Schedule 3.16(b)(i) (the “Leases”), in each case free and clear of all Liens except for Permitted Liens. Neither , neither the Company Seller nor any of its Subsidiaries has assigned, subleased, licensed transferred, conveyed, mortgaged, deeded in trust, or otherwise granted encumbered any Personinterest in all or any portion of any leasehold or subleasehold; (ii) except as disclosed in the SEC Reports, there are no disputes or forbearance programs in effect as to any lease 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 Company leased or any of its Subsidiaries, subleased premises) in which the right to use leased or occupy the Leased Real Property subject to such Leasesubleased premises are located, or the land upon which such building is located, or of any portion thereof, except matter for subleases and other agreements entered into in which the ordinary course of business which do not interfere with the present use of the Leased Real Property (examples of such leases include medical offices, gift shops, and foodservice). (iii) Each of the Leases applicable landlord or sublandlord is in full force and effect and is a legal, valid and binding obligation of the Company or its Subsidiaries, enforceable against them in accordance with its terms, except responsible pursuant to the extent that enforceability may be limited by applicable lease or sublease), (iv) the Enforceability Exceptions. Neither the Company nor any Seller and/or one or more of its Subsidiaries is in material default under any Lease or has received any written notice all approvals of any material default or event that governmental authorities (including licenses and permits) required in connection with notice or lapse the operation thereof and has operated in compliance with the terms of time, or both, would constitute a material default by the Company or any of its Subsidiaries under any of the Leases andsuch approvals; (v) there are no pending or, to the Knowledge of the CompanySeller and its Subsidiaries, no threatened condemnation proceedings or actions relating to the property subject to such lease or sublease; and (vi) all buildings and improvements leased or subleased thereunder are presently supplied with utilities and other party is in material default thereof, in each caseservices necessary for the operation of said buildings and improvements as presently operated.

Leased Real Property. (iSet forth on Schedule 5.20(b) Schedule 3.16(b)(i) sets forth each interest in real property leased by the Company or any is a true and complete list and brief description of its Subsidiaries as of the date hereof (collectively, the “Leased Real Property” and together with the Owned Real Property, the “Real Property”), including the location thereof, and the lessor of any such all Leased Real Property. True With respect to the Leased Real Property: (i) the Company has delivered to Buyer correct and complete copies of all Leases (as defined below), together with all amendments or modifications, have been provided to Purchaser and Merger Subthe Leases. (ii) The the Leases are in full force and effect, and (A) neither the Company nor, to the Knowledge of the Company and Seller, any landlord is in default under any of the Leases and (B) no event has occurred which, with the giving of notice or one the passage of its Subsidiaries owns all righttime or both, title and interest would result in all leasehold estates and other rights purported to be granted to it a default by the leases and other agreements required Company or, to be listed on Schedule 3.16(b)(i) (the “Leases”), in each case free and clear Knowledge of all Liens except for Permitted Liens. Neither the Company nor and Seller, any landlord under any of its Subsidiaries has subleased, licensed or otherwise granted any Person, other than the Company or any of its Subsidiaries, the right to use or occupy the Leased Real Property subject to such Lease, or any portion thereof, except for subleases and other agreements entered into in the ordinary course of business which do not interfere with the present use of the Leased Real Property (examples of such leases include medical offices, gift shops, and foodservice).Leases; (iii) Each of to the Leases is in full force and effect and is a legal, valid and binding obligation Knowledge of the Company or its Subsidiariesand Seller, enforceable against them in accordance with its terms, except no other party to the extent that enforceability may be limited by the Enforceability Exceptions. Neither the Company nor any of its Subsidiaries Lease is in material default under any Lease breach or default, and no event has received any written notice of any material default or event that occurred which, with notice or lapse of time, or both, would constitute a material breach or default by or permit termination, modification, or acceleration thereunder; (iv) to the Knowledge of the Company and Seller, no other party to any Lease has repudiated any provision thereof; (v) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease; (vi) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in any leasehold; (vii) all Facilities have received all Governmental Authorizations (including licenses and permits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable Legal Requirements (including all zoning requirements), except such as would not result individually or in the aggregate in a Material Adverse Effect; (viii) the land for each Facility abuts on and has direct vehicular access to a public road or has access to a public road via a permanent, irrevocable, appurtenant easement benefiting such land and comprising a part of the real property on which the Facility is located, and the Facility is supplied with public or quasi-public utilities and other services appropriate for the operation of the Facilities located thereon and is not located within any flood plain or area subject to wetlands regulation or any of its Subsidiaries under any similar restriction; (ix) to the Knowledge of the Leases andCompany and Seller, the landlord under each lease has good and valid title to the Leased Real Property; (x) there are no pending or, to the Knowledge of the Company and Seller, Threatened, condemnation Proceedings, lawsuits, or administrative actions relating to the parcel, or other matters affecting adversely the use, occupancy or value, or the marketability of title, thereof; and (xi) there are no parties (other than the Company, no other party is ) in material default thereof, in each casepossession of any Leased Real Property.

Leased Real Property. (ia) Schedule 3.16(b)(i) 3.7 sets forth each interest in a list of and describes all real property currently leased by Seller or its Affiliates relating to the Company Business or any of its Subsidiaries as of the date hereof Purchased Assets (collectively, the “Leased Real Property” and together with the Owned Real Property, the “Real Property”), including . Except for the location thereof, and the lessor of any such Leased Real PropertyProperty identified on Schedule 3.7, neither Seller nor any Affiliate of Seller presently owns or leases, nor does either have any interest in, any real property used primarily in the Business. True and complete copies of all Leases (as defined below), together with all amendments or modifications, have been provided to Purchaser and Merger Sub. (ii) The Company Seller or one of its Subsidiaries owns all right, title and Affiliates has a valid leasehold interest in all leasehold estates and other rights purported to be granted to it by of the leases and other agreements required to be listed on Schedule 3.16(b)(i) (the “Leases”)Leased Real Property, in each case free and clear of all Liens mortgages, liens, pledges, security interests, charges, claims, tenancies, restrictions and encumbrances of any nature or kind whatsoever (“Liens”), except for Permitted Liens. Neither (i) imperfections of title that do not materially impair the Company nor any present use by Seller of its Subsidiaries has subleased, licensed or otherwise granted any Person, other than the Company or any of its Subsidiaries, the right to use or occupy the Leased Real Property subject to such Leasethereto, or any portion thereof(ii) zoning laws, except for subleases land use restrictions and other agreements entered into in the ordinary course of business which do not interfere with the present use applicable legal requirements, (iii) items that would be reflected on an accurate survey of the Leased Real Property (examples of such leases include medical offices, gift shopsProperty, and foodservice). (iiiiv) Each all Lien restrictions, reservations of rights and other matters disclosed in deeds, surveys, policies of title insurance and title commitments that have been provided to, or have been obtained by, Purchaser. There is no material default or claim of material default (or an event that with notice, lapse of time or both would result in any such default) by Seller, any of its Affiliates or, to Seller’s Knowledge, any other party thereto, under any lease agreement relating to the Leases is in full force and effect and is a Leased Real Property. All lease agreements relating to the Leased Real Property are legal, valid valid, and binding obligation obligations of the Company Seller or one of its Subsidiaries, Affiliates enforceable against them such entity in accordance with its termstheir respective terms and, to Seller’s Knowledge, each other party thereto, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to creditors’ rights and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) All of the Enforceability Exceptionsbuildings, structures, improvements and fixtures comprising the Leased Real Property are in a good state of repair, maintenance and operating condition, ordinary wear and tear excepted, are adequate and suitable for the purposes for which they are currently being used and there are no defects with respect thereto, either patent or latent, which would materially impair the day-to-day use of any such buildings, structures, improvements or fixtures or which would subject Seller or any of its Affiliates to any liability under applicable law. All utilities necessary to service the Business as operated by Seller or its Affiliates are connected and functioning at the Leased Real Property. (c) The Leased Real Property is zoned to permit the uses for which it is presently used by Seller or its Affiliates without variances or conditional use permits. The Leased Real Property is in material compliance with all applicable zoning and other land use and similar laws, codes, ordinances, rules, regulations and orders (collectively, “Real Estate Laws”). Neither the Company Seller nor any of its Subsidiaries is in material default under any Lease or Affiliates has received any written notice of any material default violation from any governmental entity or event that authority of any Real Estate Law on the use, occupancy or operation of the Leased Real Property or with notice respect to any potential eminent domain efforts contemplated by any governmental entity or lapse authority. No Real Estate Law materially prohibits, limits or conditions the use or operation of time, the Leased Real Property as currently used or both, would constitute a material default operated by the Company Seller or its Affiliates. Neither Seller nor any of its Subsidiaries under Affiliates has received any written notice of the Leases and, any pending or threatened termination or impairment of access of Seller or its Affiliates to the Knowledge Leased Real Property or discontinuation of the Companynecessary sewer, no water, electrical, gas, telephone or other party is in material default thereof, in each caseutilities or services.

Leased Real Property. (ia) Schedule 3.16(b)(i) sets forth each interest Neither Seller nor its Affiliates, in real property leased by the Company whole or in part, owns, nor has Seller or its Affiliates at any of its Subsidiaries as of the date hereof (collectivelytime owned, the “Leased any Real Property” and together Property used in connection with the Owned Real Property, the “Real Property”), including the location thereof, and the lessor of any such Leased Real Property. Business. (b) True and complete correct copies of all Leases (as defined below), together with all amendments or modifications, written Contracts related to the Leased Real Property have been provided delivered to Purchaser and Merger Sub. (ii) The Company Buyer. Except as set forth on Schedule 3.12, the Seller or one of its Subsidiaries owns all rightAffiliates has, title and interest or will have at Closing, valid leasehold interests in all leasehold estates Leased Real Property and other rights purported to be granted to it by the leases and other agreements required to be listed on Schedule 3.16(b)(i) (the “Leases”)Leasehold Improvements, in each case free and clear of all Liens except for Permitted Liens. Neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person, other than the Company or any of its Subsidiaries, the right to use or occupy the Leased Real Property subject to such Lease, or any portion thereofEncumbrances, except for subleases the following: (i) zoning and other agreements entered into similar restrictions; (ii) easements, covenants, rights of way or other restrictions which do not materially adversely affect the use of the property to which they relate; (iii) mechanics', carriers', workmen’s’ repairmen’s’ or other like liens arising or incurred in the ordinary course of business business; and (iv) liens for taxes, assessments and other governmental charges which do are not interfere with the present use due and payable or which may thereafter be paid without penalty. (c) Except as set forth in Schedule 3.12, none of the Leased Real Property (examples of such leases include medical officesor the use, gift shopsoccupancy, and foodservice). (iii) Each of the Leases is in full force and effect and is a legaloperation or maintenance thereof, valid and binding obligation of the Company or its Subsidiaries, enforceable against them in accordance with its terms, except to the extent that enforceability may be limited by the Enforceability Exceptions. Neither the Company nor any of its Subsidiaries substance on or condition thereon is in material default under any Lease or has received any written notice violation of any material default restrictive covenants or event that laws or any building, zoning, health, fire, safety or other ordinances, codes or regulations in such manner as to interfere with the use and occupancy thereof in the ordinary course of business, and no notice from any Governmental Authority has been served upon the Seller or lapse its Affiliates or upon the Leased Real Property claiming any violation of timeany such laws, ordinances, codes or regulations, requiring or calling attention to the need for any work, repairs, construction, alterations or installation, or bothin connection with said properties which has not been complied with, would constitute a material default by or materially increasing the Company assessments on the real property or claiming any of its Subsidiaries under monies are due with respect to any of the Leases andLeased Real Property. No condemnation Proceeding is pending or, to the Knowledge of the CompanySeller, no other party is in material default thereofthreatened, in each caseagainst any Leased Real Property.

Leased Real Property. Section 4.9(b) of the Disclosure Schedule lists all real property leased or subleased to or otherwise occupied by the Company and its Subsidiaries and the leases, subleases and other agreements in respect thereof. The Company has made available to Parent true and correct copies of the leases, subleases and other agreements listed in Section 4.9(b) of the Disclosure Schedule. To the Knowledge of the Company, each lease, sublease and other agreement listed in Section 4.9(b) of the Disclosure Schedule is, with respect to the Company or its Subsidiaries, as applicable, legal, valid, binding, enforceable and in full force and effect, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights and remedies generally. With respect to each lease, sublease and other agreement listed in Section 4.9(b) of the Disclosure Schedule, except as described in the Disclosure Schedule, (i) Schedule 3.16(b)(ino party to the lease, sublease or other agreements is in breach or default, and, to the Knowledge of the Company, no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, material modification or acceleration thereunder; (ii) sets forth each interest in the Company and its Subsidiaries have all reasonably necessary rights to conduct their respective businesses as currently conducted on the real property leased by them; (iii) none of the Company or its Subsidiaries owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to such leases; (iv) the other party to such lease, sublease or other agreement is not an Affiliate of, and otherwise does not have any economic interest in, any of the Company or its Subsidiaries as Subsidiaries; and (v) none of the date hereof (collectively, the “Leased Real Property” and together with the Owned Real Property, the “Real Property”), including the location thereof, and the lessor of any such Leased Real Property. True and complete copies of all Leases (as defined below), together with all amendments or modifications, have been provided to Purchaser and Merger Sub. (ii) The Company or one of its Subsidiaries owns all right, title and interest in all leasehold estates and other rights purported to be granted to it by the leases and other agreements required to be listed on Schedule 3.16(b)(i) (the “Leases”), in each case free and clear of all Liens except for Permitted Liens. Neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person, other than the Company or any of its Subsidiaries, Person the right to use or occupy the Leased Real Property subject to such Lease, real property or any portion thereof, except for subleases and other agreements entered into in thereof that is the ordinary course of business which do not interfere with the present use of the Leased Real Property (examples subject of such leases include medical officeslease, gift shops, and foodservice)sublease or other agreement. (iii) Each of the Leases is in full force and effect and is a legal, valid and binding obligation of the Company or its Subsidiaries, enforceable against them in accordance with its terms, except to the extent that enforceability may be limited by the Enforceability Exceptions. Neither the Company nor any of its Subsidiaries is in material default under any Lease or has received any written notice of any material default or event that with notice or lapse of time, or both, would constitute a material default by the Company or any of its Subsidiaries under any of the Leases and, to the Knowledge of the Company, no other party is in material default thereof, in each case.

Leased Real Property. (ia) Schedule 3.16(b)(i) 1.1-3 sets forth the street address of each interest in real property leased by the Company or any of its Subsidiaries as of the date hereof (collectively, the “Leased Real Property” and together with the Owned Real PropertyProperty facility of Seller. True, the “Real Property”), including the location thereof, and the lessor of any such Leased Real Property. True correct and complete copies of all Leases (as defined below)each such lease, together with license or other agreement creating rights of an Acquired Company in the Leased Real Property and all amendments or modifications, and extensions thereto have been provided made available to Purchaser Purchaser. With respect to each of the Acquired Leases, (i) such Acquired Lease is legal, valid, binding and Merger Subenforceable by and against the Acquired Company party thereto, subject in each case to the Remedies Exception, may be subject to the discretion of the court before which any proceeding may be brought, and is in full force and effect and has not been materially modified (except to the extent made available to Purchaser); (ii) except as set forth in Section 4.9(a) of the Disclosure Schedule, the Transactions do not require the consent of any other party, the absence of which would result in a breach of or constitute a default under such Acquired Lease, (iii) no Acquired Company, nor to the Knowledge of Seller, any other party to such Acquired Lease, is in material breach or default under any such Acquired Lease, and, to Seller’s 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 permit the termination, modification or acceleration of rent under such Acquired Lease, and (iv) there are no letters of credit or guarantees with respect to the Leased Real Property. (b) With respect to the Leased Real Property, (i) under the Acquired Leases, no material portion of any security deposit or portion thereof deposited has been applied in respect of a breach or default thereunder which has not been replenished in full; (ii) The Company with the exception of the Acquired Leases, Seller has not subleased, licensed or one of its Subsidiaries owns all right, title and otherwise granted any Person the right to use or occupy any Leased Real Property (or any portion thereof); (iii) Seller has not collaterally assigned or granted any other security interest in all leasehold estates any Acquired Lease (or any interest therein); (iv) there are no Liens on the estate or interest created by such Acquired Leases, other than Permitted Liens; and other rights purported (v) no Action relating to be granted any Acquired Leases, is pending or, to it by Seller’s Knowledge, threatened in writing. (c) True, correct, and complete copies of each Contract in which an Acquired Company is the leases and other agreements required landlord related to be listed on Schedule 3.16(b)(i) Owned Real Property have been made available to Purchaser (the “Tenant Leases”). Except as set forth in Section 4.9(c) of the Disclosure Schedule, (i) the Transactions do not require the consent of any Third Party to such Tenant Lease and will not result in each case free a breach of or constitute a default under such Tenant Lease, and clear (ii) no Acquired Company, nor to the knowledge of all Liens except for Permitted Liens. Neither Seller any other party to such Tenant Lease, is in material breach or default under any such Tenant Lease, and 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 permit the termination, modification or acceleration of rent under such Acquired Lease. (d) With respect to the Leased Real Property, (i) with the exception of the Acquired Leases and as set forth in Section 4.9(d) of the Disclosure Schedule, no Acquired Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person, other than the Company or any of its Subsidiaries, Person the right to use or occupy the any Leased Real Property subject to such Lease, (or any portion thereof, except for subleases and ); (ii) no Acquired Company has collaterally assigned or granted any other agreements entered into security interest in the ordinary course of business which do not interfere with the present use of the Leased Real Property any Acquired Lease (examples of such leases include medical offices, gift shops, and foodserviceor any interest therein). ; (iii) Each of there are no Liens on the Leases estate or interest created by such Acquired Leases, other than Permitted Liens; and (iv) no Action relating to any Acquired Leases, is in full force and effect and is a legal, valid and binding obligation of the Company or its Subsidiaries, enforceable against them in accordance with its terms, except to the extent that enforceability may be limited by the Enforceability Exceptions. Neither the Company nor any of its Subsidiaries is in material default under any Lease or has received any written notice of any material default or event that with notice or lapse of time, or both, would constitute a material default by the Company or any of its Subsidiaries under any of the Leases andpending or, to the Knowledge of the CompanySeller’s Knowledge, no other party is threatened in material default thereof, in each casewriting.

Leased Real Property. (ia) The Seller does not own any real property, nor does the Seller have the option to acquire any real property. (b) Schedule 3.16(b)(i4.8(c) sets forth each interest in real property leased by the Company or any a list of its Subsidiaries as of the date hereof (collectively, the “Leased Real Property” and together with the Owned Real Property, the “Real Property”), including the location thereof, and the lessor of any such all Leased Real Property. True Such Leased Real Property constitutes all of the real property occupied, operated or used in connection with the business of the Seller as presently conducted. True, correct and complete copies of all Leases leases (as defined below)including all amendments, together with all amendments or modificationsextensions, have been provided to Purchaser and Merger Sub. (ii) The Company or one of its Subsidiaries owns all rightrenewals, title and interest in all leasehold estates and other rights purported to be granted to it by the leases guaranties and other agreements required with respect thereto) relating to be listed Leased Real Property identified on Schedule 3.16(b)(i4.8(c) (the “Leases”)) have been made available to Buyer. With respect to each Lease listed on Schedule 4.8(c): (i) the Seller has a valid, subsisting and enforceable leasehold interest to the leasehold estate in each case free and clear of all Liens except for Permitted Liens. Neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person, other than the Company or any of its Subsidiaries, the right to use or occupy the Leased Real Property granted to the Seller pursuant to each pertinent Lease, subject to such Lease(x) bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or any portion thereofaffecting creditors’ rights or the relief of debtors and (y) general principles of equity, except for subleases including rules of law governing specific performance, injunctive relief and other agreements entered into in the ordinary course of business which do not interfere with the present use of the Leased Real Property equitable matters; (examples of such leases include medical offices, gift shops, and foodservice). (iiiii) Each each of the Leases has been duly authorized and executed by the Seller and is in full force and effect effect, and is a legal, valid and binding obligation of the Company or its Subsidiaries, enforceable against them in accordance with its terms, except to the extent that enforceability may be limited by the Enforceability Exceptions. Neither the Company nor any of its Subsidiaries is in material default under any Lease or Seller has not received any written or, to the Seller’s Knowledge, oral notice of any material intention to terminate or not renew any Lease; (iii) the Seller is not, and, to the Seller’s Knowledge, no other party to any Lease is in, default or breach under any of the Leases, nor, to the Seller’s Knowledge, has any event that occurred which, with notice or lapse the passage of time, or both, would constitute give rise to such a material default or breach by the Company Seller 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 its Subsidiaries a breach of or default under any such Lease that has not been redeposited in full; and (v) except as set forth on Schedule 4.8(c), the Seller has not, 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 the right to occupy or use any Leased Real Property. (c) To the Seller’s Knowledge, there are no material defects in the physical condition of any improvements constituting a part of the Leased Real Property, 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 Leased Real Property is subject to special flood or mudslide hazards or within the one hundred (100) year flood plain. All water, sewer, gas, electric, telephone, drainage and other utilities required by Law or necessary for the current or currently planned operation of the Leased Real Property have been installed and connected pursuant to valid Permits, and are sufficient to service the Leased Real Property as currently used and planned to be used. (d) The Seller has not received written notice from any Governmental Authority of any material violation of any Law, Order or Permit issued with respect to any of the Leases 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 Seller. The Seller has not received any notice of any pending or threatened eminent domain proceedings, real estate Tax deficiency or reassessment or condemnation or similar proceeding relating to all or any portion of any of the Leased Real Property. (e) The Seller has not received any written notice of, and, to the Knowledge of the CompanySeller, 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 Seller, no such regulations or sales or other party dispositions are contemplated. To the Knowledge of the Seller, 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 is currently used and operated. The Leased Real Property is in material default thereofcompliance with all federal, state and local zoning and general land use plan designations and the use and improvements on the Leased Real Property are not “grandfathered” or other legal nonconforming uses or structures. To the Knowledge of the Seller, none of the Leased Real Property is located in each casea redevelopment or other area proposed for special land use designations, including historical or other overlay zones and moratoria or interim control ordinances, and to the Knowledge of the Seller, none of the Leased Real Property is currently proposed to be included in a redevelopment or other special land use area. The Seller has not received any written notice of any special assessment action or proceeding affecting any of the Leased Real Property and, to the Knowledge of the Seller, no such action or proceeding is contemplated.

Leased Real Property. Section 3.13(b) of the Company Disclosure Letter contains a true, correct and complete list of (i) Schedule 3.16(b)(i) sets forth each interest in all of the real property leased by that is leased, subleased, licensed or otherwise used or occupied by, the Company or any of its Subsidiaries as of the date hereof (collectivelysuch property, the “Leased Real Property” ”) and (ii) all leases, subleases, licenses or other Contracts pursuant to which the Company or its Subsidiaries use or occupy, or have the right to use or occupy, now or in the future, such Leased Real Property (together with the Owned Real Propertyall amendments, modifications and supplements thereto and extensions and guaranties thereof, collectively, the “Real PropertyLeases” and, each, a “Lease”). The Company has made available to Parent true, including the location thereof, and the lessor of any such Leased Real Property. True correct and complete copies of all Leases (as defined below), together with including all amendments or material modifications, have been provided to Purchaser amendments and Merger Sub. (ii) supplements thereto). The Company or and/or one of its Subsidiaries owns all rightSubsidiaries, title as the case may be, have and interest own good, valid and subsisting leasehold interests in all leasehold estates and other rights purported to be granted to it by the leases and other agreements required to be listed on Schedule 3.16(b)(i) (the “Leases”)Leased Real Property under each Lease, in each case free and clear of all Liens except for (other than Permitted Liens). Neither With respect to each Lease, except in each case as would not, individually or in the aggregate, have a Company nor Material Adverse Effect: (A) such Lease is in full force and effect, except in each case, as enforcement may be limited by the Enforceability Limitations, and is subject to proper authorization and execution of such Lease by any of its Subsidiaries has subleased, licensed or otherwise granted any Person, party other than the Company or any of its Subsidiaries, the right to use or occupy the Leased Real Property subject to such Lease, or any portion thereof, except for subleases and other agreements entered into in the ordinary course of business which do not interfere with the present use of the Leased Real Property ; (examples of such leases include medical offices, gift shops, and foodservice). (iiiB) Each of the Leases is in full force and effect and is a legal, valid and binding obligation of the Company or its Subsidiaries, enforceable against them in accordance with its terms, except to the extent that enforceability may be limited by the Enforceability Exceptions. Neither neither the Company nor any of its Subsidiaries is in material default under any Lease or has received any written notice of any material default or event that with notice or lapse of time, or both, would constitute a material default by the Company or any of its Subsidiaries under any of the Leases andSubsidiary or, to the Knowledge of the Company, no any other party to any Lease, is in material default thereofdefault, beyond any applicable notice and cure periods, under any such Lease, (C) neither the Company nor any of its Subsidiaries has received written notice concerning any violation of applicable Laws with respect to any Leased Real Property, (D) neither the Company nor any of its Subsidiaries has received written notice of any Legal Proceedings in each caseeminent domain, condemnation or other similar Legal Proceedings that are pending with respect to any Leased Real Property, (E) the Company has not granted to any third Person the right to use or occupy any portion of the Leased Real Property subject to any such Lease, and (F) the Transactions do not require the consent of any party to such Lease.

Leased Real Property. (i) Schedule 3.16(b)(i2.16(b) sets forth each interest in all leases pursuant to which real property is leased by the Company or any TAC (as lessee), true and correct copies of its Subsidiaries as which have been delivered, or made available, to ▇▇▇▇▇▇. Each of the date hereof Company or TAC, as applicable, has good and valid leasehold title to, and enjoys peaceful and undisturbed possession of, all real leased property described in such leases (collectively, the “TAC Leased Real Property” and together with the Owned Real Property, the “Real Property”), including the location thereof, and the lessor of any such Leased Real Property. True and complete copies of all Leases (as defined below), together with all amendments or modifications, have been provided to Purchaser and Merger Sub. (ii) The Company or one of its Subsidiaries owns all right, title and interest in all leasehold estates and other rights purported to be granted to which it by the leases and other agreements required to be listed on Schedule 3.16(b)(i) (the “Leases”), in each case is a party free and clear of any and all Liens except for Permitted Liens. Neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person, other than any Permitted Liens which would not permit the termination of the lease therefor by the lessor. Except as set forth on Schedule 2.16(b), with respect to each such parcel of TAC Leased Property, (i) there are no pending or, to the Knowledge of the Company, threatened suits, actions, litigation (including, without limitation condemnation proceedings or any other matter affecting the current or currently proposed use, occupancy or value) relating to such TAC Leased Property or any portion thereof, (ii) none of the Company or TAC, or, to the Knowledge of the Company, any of its Subsidiariesthird party has entered into any sublease, license, option, right, concession or other agreement or arrangement, written or oral, granting to any person the right to use or occupy the such TAC Leased Real Property subject to such Lease, or any portion thereof, thereof or interest therein (except for subleases and other agreements entered into in the ordinary course of business which do not interfere with the present such parties whose possession or use of such TAC Leased Property could not reasonably be expected to impede the Company’s or TAC’s ability to use or transfer such TAC Leased Real Property (examples of such leases include medical offices, gift shops, as the Company or TAC wishes) and foodservice). (iii) Each of the Leases is in full force and effect and is a legal, valid and binding obligation of the Company or its Subsidiaries, enforceable against them in accordance with its terms, except to the extent that enforceability may be limited by the Enforceability Exceptions. Neither neither the Company nor any of its Subsidiaries is in material default under any Lease or TAC has received any written notice of any material default pending or event that with notice or lapse of time, or both, would constitute a material default by the Company or any of its Subsidiaries under any of the Leases threatened special assessment relating to such TAC Leased Property and, to the Knowledge of the Company, there is no other party pending or threatened special assessment relating thereto. Each TAC Leased Property is in material default thereofsupplied with utilities sufficient for the operation of such TAC Leased Property and abuts on or has direct, in each casepermanent vehicular access to a public road.

Leased Real Property. (i) Schedule 3.16(b)(i4.11(b) sets forth the address of each interest Leased Real Property and a true and complete list of all 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 leased not owned by the Company or any of its Subsidiaries Subsidiary. Except as set forth in Schedule 4.11(b), with respect to each of the date hereof (collectively, the “Leases for each Leased Real Property” and together with the Owned Real Property, the “Real Property”), including the location thereof, and the lessor of any such Leased Real Property. True and complete copies of all Leases : (as defined below), together with all amendments or modifications, have been provided to Purchaser and Merger Sub. (iii) The Company or one of its Subsidiaries owns all right, title and interest in all leasehold estates and other rights purported to be granted to it by the leases and other agreements required to be listed on Schedule 3.16(b)(i) (the “Leases”), in each case free and clear of all Liens except for Permitted Liens. Neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person, other than the Company or any of its Subsidiaries, the right to use or occupy Subsidiary has a valid leasehold interest in the Leased Real Property subject to which such LeaseLease applies; (ii) such Lease is legal, or any portion thereofvalid, except for subleases binding and other agreements entered into enforceable in the ordinary course of business which do not interfere accordance with the present use of the Leased Real Property (examples of such leases include medical offices, gift shops, its terms and foodservice). (iii) Each of the Leases is in full force and effect and is has not been modified; (iii) the transactions contemplated hereby do not require the consent of any other party to such Lease and will not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid and binding obligation of the Company or its Subsidiariesvalid, binding, enforceable against them and in accordance with its terms, except to full force and effect on identical terms following the extent that enforceability may be limited by the Enforceability Exceptions. Neither Closing; (iv) neither the Company nor any of its Subsidiaries is in material default under any Lease or has received any written notice of any material default or event that with notice or lapse of time, or both, would constitute a material default by the Company or any of its Subsidiaries under any of the Leases andSubsidiary nor, to the Knowledge of the CompanyShareholders, no any other party to such Lease is in material breach or default thereofunder such Lease and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default or permit the termination, modification or acceleration of rent under such Lease; (v) the Company’s or its Subsidiary’s possession and quiet enjoyment of the Leased Real Property to which such Lease applies has not been disturbed and there are no disputes with respect to such Lease; (vi) no security deposit or portion thereof has been applied in each caserespect of a breach or default under such Lease that has not been redeposited in full; (vii) the other party to such Lease is not in any way affiliated with either the Company or its Subsidiary; and (viii) neither the Company nor its Subsidiary has collaterally assigned or granted any security interest in such Lease or any interest therein.

Leased Real Property. (i) Schedule 3.16(b)(i) sets forth each interest in With respect to any real property leased by or subleased to the Company Corporation or any of its Subsidiaries as of the date hereof subsidiaries (collectively, the “Leased Real Property” ”): (i) the lease or sublease for such property is valid, legally binding, enforceable and together with the Owned Real Property, the “Real Property”), including the location thereofin full force and effect, and none of the lessor of any such Leased Real Property. True and complete copies of all Leases (as defined below), together with all amendments or modifications, have been provided to Purchaser and Merger Sub. (ii) The Company or one of its Subsidiaries owns all right, title and interest in all leasehold estates and other rights purported to be granted to it by the leases and other agreements required to be listed on Schedule 3.16(b)(i) (the “Leases”), in each case free and clear of all Liens except for Permitted Liens. Neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person, other than the Company Corporation or any of its Subsidiariessubsidiaries or, to the knowledge of the Vendor, the landlord, is in breach of or default under such lease or sublease, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Corporation or its subsidiaries or permit termination, modification or acceleration by any third party thereunder, (ii) no third party has repudiated or has the right to terminate or repudiate such lease or sublease (except for the normal exercise of remedies in connection with a default thereunder or any termination rights set forth in the lease or sublease) or any provision thereof, (iii) the Corporation and its subsidiaries have not received any written notice that they have, by their use or occupy occupation of the Leased Real Property subject Property, contravened any lease or other right under which they occupy the same and/or any requirement or restriction having the force of law, (iv) the Corporation and its subsidiaries have not received any written notice that they have failed to comply with any covenants, conditions, restrictions, statutory and other requirements, by-laws, order and regulations (including in respect of planning and/or building control) affecting the Leased Real Property, and there are not, to the knowledge of the Vendor, any circumstances that are likely to lead to such Leasea claim, dispute or proceeding, (v) there is no dispute between the Corporation or any portion thereof, except for subleases of its subsidiaries and other agreements entered into in the ordinary course of business which do not interfere with landlord or the present use tenant or occupier of the Leased Real Property (examples or any of such leases include medical officesthem or any part of them) or the owner or occupier of any other premises adjacent to the Leased Real Property, gift shops(vi) no rent reviews are currently under negotiation or the subject of a reference to any expert or arbitrator or the courts, and foodservice). (iiivii) Each of neither the Leases is in full force and effect and is a legal, valid and binding obligation of the Company or its Subsidiaries, enforceable against them in accordance with its terms, except to the extent that enforceability may be limited by the Enforceability Exceptions. Neither the Company Corporation nor any of its Subsidiaries is in material default under any Lease or has subsidiaries have received any written notice that a landlord intends to break the term of any lease or to exercise any power of entry upon or right to be in possession of the Leased Real Property, except in each of sub-paragraphs (i) through (vii) as would not be material default or event that with notice or lapse and adverse to the operation of timeany applicable retail salon of the ▇▇▇▇▇ ▇▇▇▇▇▇▇ Group located at such Leased Real Property. The Leased Real Property is, or bothin all material respects, would constitute in good operating condition and a material default good state of maintenance and repair having regard to its use and age. As at October 31, 2012, there were no outstanding Taxes due and payable in respect of the Leased Real Property by the Company Corporation or any of its Subsidiaries under any subsidiaries, other than as reflected in the consolidated balance sheet of the Leases and▇▇▇▇▇ ▇▇▇▇▇▇▇ Group as at October 31, to 2012. To the Knowledge knowledge of the CompanyVendor, no other party the Leased Real Property is exclusively occupied by the respective entity of the ▇▇▇▇▇ ▇▇▇▇▇▇▇ Group as disclosed in material default thereof, in each casethe Data Room Materials.

Leased Real Property. (i) Schedule 3.16(b)(i) sets forth each interest in The Leased Real Property constitutes all real property leased which is used (or intended for use) by Sellers and their respective Affiliates in the Company or any conduct of its Subsidiaries the Business as of the date hereof (collectivelyhereof, the “Leased Real Property” and together with other than the Owned Real Property, Property and the “Excluded Real Property”), including the location thereof, and the lessor of any such Leased Real Property. True and complete copies of all Leases (as defined below), together with all amendments or modifications, have been provided to Purchaser and Merger Sub.; (ii) The Company or one of its Subsidiaries owns all right, title and interest in all leasehold estates and other rights purported to be granted to it by the leases and other agreements required to be listed on Schedule 3.16(b)(iLeases (A) (the “Leases”), in each case free and clear of all Liens except for Permitted Liens. Neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person, other than the Company or any of its Subsidiaries, the right to use or occupy the Leased Real Property subject to such Lease, or any portion thereof, except for subleases and other agreements entered into in the ordinary course of business which do not interfere with the present use of the Leased Real Property (examples of such leases include medical offices, gift shops, and foodservice). (iii) Each of the Leases is are in full force and effect and is a legal, constitute the valid and legally binding obligation of the Company or its SubsidiariesSeller which is a party thereto, as applicable, enforceable against them in accordance with its terms, (B) have not been amended or modified except as reflected in the modifications, amendments, supplements, waivers and side letters thereto made available to Purchasers and (C) have not been assigned in any manner by any Seller; (iii) There exists no material breach or material default, and no event or condition, which, upon the extent that enforceability may be limited by the Enforceability Exceptions. Neither the Company nor any giving of its Subsidiaries is in material default under any Lease or has received any written notice of any material default or event that with notice or the lapse of time, time or both, would constitute a material default by any Seller, or, to the Company or Knowledge of Sellers, by any of its Subsidiaries other party thereto, under any of the Leases andLeases; (iv) Each Seller that is either the tenant, subtenant, licensee or sublicensee, as applicable, named under each Lease has a good and valid leasehold interest in such Leased Real Property, free and clear of all Liens, except for Permitted Encumbrances, subject in each case to the terms and conditions of the applicable Lease. Except as set forth in Section 5.7(b) of the Disclosure Schedule, to the Knowledge of the CompanySellers, none of the Sellers nor any of their respective Affiliates has received any correspondence or written notice from any counterparty to a Lease giving notice of a default or an event of default thereunder or an intention to terminate such agreement; and (v) Except as provided in the Leases, there are no outstanding contracts granted by Sellers or any of their respective Affiliates to any third person to purchase or lease any Leased Real Property, or any portion thereof or interest therein and, except as set forth in Section 5.7(b) of the Disclosure Schedule, no Leases include a right or option to purchase any real property or interest therein. (vi) With respect to each Lease: (1) Subject to obtaining the Required Consents, the transactions contemplated by this Agreement (1) do not require the consent of any person with respect to any Lease (including any landlord or sub-landlord, as applicable), (2) will not result in a breach of or default under such Lease that will not be cured if the Sellers are able to secure the Required Consents, or (3) otherwise will not cause such Lease to cease to be in full force and effect on substantially identical terms following the Effective Time, subject to any modifications thereto that may be required under the terms of the Required Consents; and (2) no security deposit or portion thereof deposited under such Lease has been applied in respect of a breach or default under such Lease which has not (1) if and as required by the applicable landlord, been redeposited in full or (2) been disclosed to Purchasers in writing. (vii) Other than in connection with the transactions contemplated by this Agreement, there is not now pending nor, to the Knowledge of Sellers, contemplated, any special or extraordinary reassessment of any parcel included in the Real Property that would result in a material change in the Taxes, assessments, rent, additional rent or other sums and charges payable under any agreement to which Sellers or any of their respective Affiliates are a party is relating to the Leased Real Property. There are no public improvements in progress or, to the Knowledge of Sellers, proposed, that will result in material default thereofspecial assessments against any of the Leased Real Property. (viii) To the Knowledge of the Sellers, none of the Sellers nor any of their respective Affiliates has received any written notice that remains pending or unresolved of (A) any violation in each caseany material respect of any zoning or building codes or ordinances, orders or regulations in connection with the ownership, use, operation or maintenance of the Leased Real Property, (B) any pending or threatened condemnation proceeding, litigation or administrative action relating to any of the Leased Real Property and (C) any proceeding initiated by or on behalf of Sellers to change or redefine the zoning or land use classification or all or any portion of any of the Leased Real Property.

Leased Real Property. (a) Schedule 6.2(12) sets out a true, accurate and complete list of: (i) Schedule 3.16(b)(i) sets forth each interest in the municipal address of all real property leased by to the Company or any of its Subsidiaries as of the date hereof Corporation (collectively, the “Leased Real Property” and together with the Owned Real Property, the “Real Property”), including the location thereof, and the lessor of any such Leased Real Property. True and complete copies of all Leases (as defined below), together with all amendments or modifications, have been provided to Purchaser and Merger Sub. (ii) The Company or one all Contracts in the nature of its Subsidiaries owns a lease (including all rightamendments, title renewals, extensions, assignments, occupancy agreements, subleases, agreements to lease, offers to lease, letters of intent, agreements to sublease and interest offers to sublease) in all leasehold estates and other rights purported to be granted to it by respect of the leases and other agreements required to be listed on Schedule 3.16(b)(i) Leased Real Property (the “Leases”). (b) The Corporation is not a beneficial or registered owner of or the lessor or lessee of, in each case free and clear of all Liens except for Permitted Liens. Neither nor is the Company nor Corporation a party to any of its Subsidiaries has subleasedContract to acquire or lease, licensed any real property or otherwise granted any PersonAppurtenances, other than the Company or any of its SubsidiariesLeased Real Property. (c) Except for the Leased Real Property, the Corporation has never, at any time: (i) owned, occupied, leased, managed or controlled, in whole or in part, any real property or Appurtenances, or (ii) had a legal or beneficial interest, on, at or from any real property. (d) Pursuant to the Leases, the Corporation has the exclusive right to possess, use or and occupy the Leased Real Property during the term of the applicable Lease. The Corporation has never received any notice that it is potentially responsible for any clean-up or corrective action at any real property which is owned or occupied by any Person including the Leased Real Property. (e) To the knowledge of the Vendor, all trade fixtures and leasehold improvements installed by or on behalf of the Corporation located on, in, under or forming part of the Leased Real Property, including those under construction, if any, have been constructed in a good and workmanlike manner and in compliance with all Applicable Laws, are in good operating condition and in a state of good maintenance and repair in all material respects (subject to such Leasenormal wear and tear), and are adequate and suitable for the purposes for which they are currently being used. (f) To the knowledge of the Vendor, none of the Appurtenances located on or at any Leased Real Property, nor the operation or maintenance thereof, materially violates any restrictive covenant or any provision of any Applicable Law, or materially encroaches on any portion thereof, except property owned by others. (g) The Corporation has adequate rights of ingress and egress to the Leased Real Property for subleases and other agreements entered into the operation of the Business in the ordinary course Ordinary Course. (h) To the knowledge of business which do not interfere with the present use Vendor, no Person has any Contract or any right or privilege capable of becoming a Contract, including any right of first offer or right of first refusal, for the purchase of all or any part of the Leased Real Property (examples of such leases include medical offices, gift shops, and foodservice). (iii) Each of the Leases is in full force and effect and is a legal, valid and binding obligation of the Company or its Subsidiaries, enforceable against them in accordance with its terms, except to the extent that enforceability may be limited by the Enforceability Exceptions. Neither the Company nor any of its Subsidiaries is in material default under any Lease or has received any written notice of any material default or event that with notice or lapse of time, or both, would constitute a material default by the Company or any of its Subsidiaries under any of the Leases and, to the Knowledge of the Company, no other party is in material default thereof, in each caseAppurtenances.

Leased Real Property. (ia) Schedule 3.16(b)(i5.10(a) sets forth each interest in real property leased by of the 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 its Subsidiaries as of the date hereof all such Real Property (collectively, the “Leased Real Property” and together with ”) as of the Owned Real Property, date hereof. The Sellers have made available to the “Real Property”), including the location thereof, and the lessor of any such Leased Real Property. True and complete Buyer copies of all Leases (as defined below)of the Leases, together with which copies are true and complete in all amendments or modificationsmaterial respects, have been provided to Purchaser and Merger Subeach Lease embodies the entire agreement between the applicable Vionic Entity and the other party thereto. (iib) The Company or one of its Subsidiaries owns all right, title and interest in all leasehold estates and other rights purported to be granted to it by the leases and other agreements required to be listed Except as disclosed on Schedule 3.16(b)(i5.10(b) (the “Leases”), in each case free and clear of all Liens except for Permitted Liens. Neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person, other than the Company or any of its Subsidiaries, the right to use or occupy the Leased Real Property subject to such Lease, or any portion thereof, except for subleases and other agreements entered into in the ordinary course of business which do not interfere with the present use of the Leased Real Property (examples of such leases include medical offices, gift shops, and foodservice). (iii) Each of the Leases is in full force and effect and is a legal, valid and binding obligation of the Company or its SubsidiariesDisclosure Schedules (i) each Lease is legal, valid, binding and enforceable against them in accordance with its terms, except to the extent that enforceability may be limited by the Enforceability Exceptions. Neither the Company nor any of its Subsidiaries is in material default under any Lease or has received any written notice of any material default or event that with notice or lapse of time, or both, would constitute a material default by the Company or any of its Subsidiaries under any of the Leases Vionic Entity party thereto and, to the Knowledge of the CompanyCompanies, no each other party thereto; (ii) no Vionic Entity nor, to the Knowledge of the Companies, any other party to such Lease is in material breach or default thereofunder such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default or permit the termination, modification or acceleration of rent under such Lease or prevent the applicable Vionic Entity from exercising and obtaining the benefits of any rights or options contained therein; (iii) the Leased Real Property, including the access and building systems serving the same, is adequate for the conduct of the Business as conducted as of the date hereof; (iv) no Vionic Entity is a sublessor, licensor or grantor under any sublease, license or other agreement, 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 to the Lease) is in each casepossession of any portion of the Leased Real Property; (v) no Vionic Entity has transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in its leasehold in the Leased Real Property; (vi) there is no pending rent review or application for consent in respect of any Lease; and (vii) there are not any guarantees in effect with 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 buildings that have, at any time before the date hereof, been owned (under whatever tenure), occupied and/or used by any Vionic Entity, but which are no longer owned, occupied or used by a Vionic Entity.

Leased Real Property. (i) Schedule 3.16(b)(i) sets forth each interest in All of the real property leased by the Company Ferex or any of its Subsidiaries Ferex Subsidiary as tenant or lessee is identified on SCHEDULE 4.8(b) (collectively referred to herein as the "Ferex Leased Real Property"). The copies of the date hereof leases of the Ferex Leased Real Property (collectively, the “Leased Real Property” and together with the Owned Real Property, the “Real Property”), including the location thereof, "Leases") delivered by Ferex and the lessor Ferex Subsidiaries to Recycling and the information with respect to each of any such Leased Real Propertythe Leases set forth on SCHEDULE 4.8(b) are complete, accurate, true and correct. True and complete copies With respect to each of all Leases (the Leases, except as defined below), together with all amendments or modifications, have been provided to Purchaser and Merger Sub.set forth on SCHEDULE 4.8(b): (iii) The Company or one of its Subsidiaries owns all right, title and interest in all leasehold estates and other rights purported to be granted to it by the leases and other agreements required to be listed on Schedule 3.16(b)(i) (the “Leases”), in each case free and clear of all Liens except for Permitted Liens. Neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person, other than the Company or any of its Subsidiaries, the right to use or occupy the Leased Real Property subject to such Lease, or any portion thereof, except for subleases and other agreements entered into in the ordinary course of business which do not interfere with the present use of the Leased Real Property (examples of such leases include medical offices, gift shops, and foodservice). (iii) Each of the Leases is in full force and effect and is a legalhas not been modified, valid and binding obligation amended or altered, in writing or otherwise; (ii) all obligations of the Company landlord or its Subsidiarieslessor under the Leases which have accrued have been performed, enforceable against them in accordance with its terms, except and to the extent that enforceability may be limited by best of the Enforceability Exceptions. Neither the Company nor Knowledge of Ferex or any of its Subsidiaries Control Shareholders, no landlord or lessor is in material default under any Lease Lease; (iii) all obligations of the tenant or has received lessee under the Leases which have accrued have been performed, neither Ferex nor any written notice of Ferex Subsidiary is in default under any material default or event that Lease, and no circumstance presently exists which, with notice or lapse the passage of time, or both, would constitute give rise to a material default by the Company Ferex or any Ferex Subsidiary; (iv) Ferex and each Ferex Subsidiary have obtained the consent of its Subsidiaries each landlord or lessor under any Leases whose consent is required to consummate the Share Exchange, and the Share Exchange will not give any landlord or lessor under any Lease any remedy, including, without limitation, any right to declare a default under any Lease; (v) either Ferex or a Ferex Subsidiary holds a good, valid and enforceable leasehold interest in the Ferex Leased Real Property pursuant to the Leases, subject only to the right of reversion of the Leases andlandlord or lessor under the Leases, and to the knowledge of Ferex and the Control Shareholders, free and clear of all other prior or subordinate interests, including, without limitation, mortgages, deeds of trust, ground leases, leases, subleases, assessments, tenancies, claims, covenants, conditions, restrictions, easements, judgments or other encumbrances or matters affecting title, and free of encroachments onto or off of the Ferex Leased Real Property, except for (x) easements, covenants, restrictions and similar encumbrances that do not and could not materially interfere with the use of the Ferex Leased Real Property as currently used, and (y) minor encroachments that do not and could not adversely affect the value or use of the Ferex Leased Real Property as currently used and improved and that could be removed without material cost ((x) and (y) are collectively referred to as "Permitted Liens"), and except for matters set forth on SCHEDULE 4.8(b); (vi) except as set forth on SCHEDULE 4.8(B), there are no material defects in the physical condition of any improvements constituting a part of the Ferex Leased Real Property, including, without limitation, structural elements, mechanical systems, roofs or parking and loading areas, and all of such improvements are in satisfactory operating condition and repair for the business as currently operated. Except as set forth on SCHEDULE 4.8(b), none of the Ferex Leased Real Property is subject to special flood or mudslide hazards or within the 100 year flood plain. To the Knowledge of Ferex or the CompanyControl Shareholder, no all water, sewer, gas, electric, telephone, drainage and other party is in material default thereofutilities required by law or necessary for the current or presently planned operation of the Ferex Leased Real Property have been installed and connected pursuant to valid permits, in each case.and are sufficient to service the Ferex Leased Real Property; and