Common use of Leased Real Property Clause in Contracts

Leased Real Property. The real property demised by the leases described on Schedule 5.8.1 (the “Real Property Leases”) constitutes all of the real property leased by the Companies and each Companies’ Subsidiaries (the “Leased Real Property”). With respect to each Real Property Lease, except as set forth on Schedule 5.8.1, neither the Companies, any Companies’ Subsidiaries nor, to the Companies’ knowledge, any of the other counterparties thereto is in material breach or material default under any such Real Property Lease. Each of the Companies and each of the Companies’ Subsidiaries has a valid leasehold interest in its Leased Real Property free and clear of any Liens other than Permitted Liens. Each of the Real Property Leases is in full force and effect in all material respects. None of the Companies nor any of the Companies’ Subsidiaries has received any written notice within the past twenty-four (24) months of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Real Property. All licenses, permits and approvals required for the occupancy and operation of the Leased Real Property as presently being used have been obtained and are in full force and effect and none of the Companies or any of the Companies’ Subsidiaries has received any written notice of violations in connection with such items. Except as set forth on Schedule 5.8.1, none of the Companies nor any of the Companies’ Subsidiaries has subleased, licensed or otherwise granted anyone the right to use or occupy the Leased Real Property or any portion thereof or collaterally assigned or granted any other security interest in any such lease or interest therein.

Leased Real Property. The real property demised by the leases described on Schedule 5.8.1 (the “6.7(a) sets forth a true and complete description of all Leased Real Property Leases”) constitutes all of the real property leased by Checksmart Parties. To the Companies Knowledge of the Buyer, the applicable Checksmart Party has a valid and each Companies’ Subsidiaries (the “subsisting leasehold estate in such Leased Real Property”). With To the Knowledge of the Buyer, a true and correct copy of each Real Property Lease with respect to such Leased Real Property has been made available to the Seller Representative, and no material changes have been made to any Real Property Leases since the date provided. All of the Leased Real Property is used or occupied by the applicable Checksmart Party pursuant to a Real Property Lease. To the Knowledge of the Buyer, with respect to each Real Property Lease: (i) such Real Property Lease is a valid, except as set forth on Schedule 5.8.1binding and enforceable obligation of the applicable Checksmart Party in accordance with its terms, neither the Companies, any Companies’ Subsidiaries nor, subject to the Companies’ knowledgeGeneral Enforceability Exceptions, any of the other counterparties thereto and is in full force and effect, (ii) all rents, deposits and additional rents due pursuant to such Real Property Lease have been paid in full and no security deposit or portion thereof has been applied in respect of a material breach or material default under such Real Property Lease that has not been redeposited in full, (iii) there is no existing material breach or material default by the applicable Checksmart Party, or the lessor, under any such Real Property Lease, and no event has occurred that (with notice, lapse of time or both) would reasonably be expected to constitute such a material breach or material default under any such Real Property Lease. Each of Lease by the Companies and each of applicable Checksmart Party or give the Companies’ Subsidiaries has a valid leasehold interest applicable Checksmart Party or the lessor thereunder the right to terminate, accelerate or modify in its Leased any material respect any such Real Property free Lease, and clear of (iv) no Checksmart Party has received any Liens other than Permitted Liens. Each of the notice that it is in material default under any such Real Property Leases is in full force and effect Lease which has not been cured in all material respectsrespects (it being understood that no representation or warranty is given hereby as to any notices required to be given or consents required to be obtained under any such Real Property Lease in connection with the transactions contemplated hereby). None Except as disclosed on Schedule 6.7(a), no Affiliate of the Companies nor any of Checksmart Parties is the Companies’ Subsidiaries has received any written notice within the past twenty-four (24) months owner or lessor of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Real Property. All licenses, permits and approvals required for the occupancy and operation of the The Leased Real Property as presently being used have been obtained is in good condition and are in full force repair (subject to normal wear and effect and none tear). To the Knowledge of the Companies or any of the Companies’ Subsidiaries has received any written notice of violations in connection with such items. Except as set forth on Schedule 5.8.1Buyer, none of the Companies nor any of the Companies’ Subsidiaries no Checksmart Party has subleased, licensed or otherwise granted anyone any Person the right to use or occupy any of the Leased Real Property or Property. No Checksmart Party owns any portion thereof or collaterally assigned or granted any other security interest in any such lease or interest thereinreal property.

Leased Real Property. The Schedule 3.7.2 contains an accurate and complete list of all real property demised by leases to which the leases described on Schedule 5.8.1 Company is a party (the “"Real Property Leases”) constitutes all of the real property leased "), including without limitation, any modification, amendment or supplement thereto and any other related document or agreement executed or entered into by the Companies Company (including without limitation, any Real Property Lease which the Company has subleased or assigned to another Person and each Companies’ Subsidiaries (as to which the “Leased Real Property”Company remains liable). With respect to each Real Property LeaseLease set forth on Schedule 3.7.2 (or required to be set forth on Schedule 3.7.2): (a) the Real Property Lease is valid, binding and in full force and effect; (b) all rents and additional rents and other sums, expenses and charges due to date have been paid; (c) the lessee has been in peaceable possession since the commencement of the original term thereon (d) no waiver, indulgence or postponement of the lessee's obligations thereunder has been granted by the lessor; (e) there exists no default or event of default by the Company or to the knowledge of the Company and the Stockholders, by any other party thereto; (f) there exists no occurrence, condition or act (including the transactions contemplated 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 thereunder; and (g) there are no outstanding claims of breach or indemnification or notice of default or termination thereunder. The Company holds the leasehold estate on all Real Property Leases, free and clear of all Liens, except as set forth on Schedule 5.8.13.6 and the liens of mortgagees of the real property in which such leasehold estate is located. The real property leased by the Company is adequate and suitable for the purposes for which it is presently being used, neither the Companies, any Companies’ Subsidiaries nor, and there are no material repair or restoration works likely to the Companies’ knowledge, be required in connection with any of the other counterparties thereto leased real properties. The Company is in material breach or material default under physical possession and actual and exclusive occupation of the whole of each of its leased properties. The Company does not owe any such brokerage commission with respect to any Real Property Lease. Each of the Companies and each of the Companies’ Subsidiaries has a valid leasehold interest in its Leased Real Property free and clear of any Liens other than Permitted Liens. Each of the Real Property Leases is in full force and effect in all material respects. None of the Companies nor any of the Companies’ Subsidiaries has received any written notice within the past twenty-four (24) months of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Real Property. All licenses, permits and approvals required for the occupancy and operation of the Leased Real Property as presently being used have been obtained and are in full force and effect and none of the Companies or any of the Companies’ Subsidiaries has received any written notice of violations in connection with such items. Except as set forth on Schedule 5.8.1, none of the Companies nor any of the Companies’ Subsidiaries has subleased, licensed or otherwise granted anyone the right to use or occupy the Leased Real Property or any portion thereof or collaterally assigned or granted any other security interest in any such lease or interest therein.

Leased Real Property. The Schedule 4.12 attached hereto lists all leases, subleases, occupancy agreements or similar agreements under which Seller occupies (or has the right to occupy) pursuant to a lease, license or similar arrangement any real property demised by interest (i) used as a Branch, or (ii) used in connection with the operation of such Branch if such real property interest is incidental to and located at or in immediate and close proximity to such Branch (including any separate parking lot leases described on Schedule 5.8.1 where customers of such Branch are permitted to park) (collectively, the “Real Property Leases”) constitutes all of the real property leased by the Companies ), and each Companies’ Subsidiaries (the “Leased Real Property”). With respect Seller is entitled to each Real Property Lease, except as set forth on Schedule 5.8.1, neither the Companies, any Companies’ Subsidiaries nor, to the Companies’ knowledge, any of the other counterparties thereto is in material breach or material default under any such Real Property Lease. Each of the Companies and each of the Companies’ Subsidiaries has a valid leasehold interest in its Leased Real Property free and clear of any Liens other than Permitted Liens. Each of the Real Property Leases is in full force and effect in all material respects. None of the Companies nor any of the Companies’ Subsidiaries has received any written notice within the past twenty-four (24) months of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Real Property. All licenses, permits and approvals required for the occupancy and operation possession of the Leased Real Property Properties as presently being used have been obtained and are lessee in full force and effect and none accordance with the terms of the Companies respective Leases. The Leases are accurately described on Schedule 4.12 attached hereto and, except as shown on Schedule 4.12, have not been amended, modified or any supplemented. Seller has delivered to Buyer a true, correct and complete copy of each Lease as amended, modified or supplemented. Each Lease is an existing legal, valid and binding obligation of Seller and, to Seller’s Knowledge, each other party thereto, subject to bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship and similar laws relating to the rights and remedies of creditors, as well as to general principles of equity; and there does not exist with respect to Seller’s obligations thereunder, or, to Seller’s Knowledge, with respect to the obligations of the Companies’ Subsidiaries has received lessor thereof, any written default, or event or condition which constitutes or, after notice or passage of violations time or both, would constitute a default, on the part of Seller or the lessor under any such Lease. There are no tenants or other parties claiming by, through or under Seller that have a possessory right in connection with such items. Except as set forth on Schedule 5.8.1, none and to any space in respect of the Companies nor any of the Companies’ Subsidiaries has subleased, licensed or otherwise granted anyone the right to use or occupy the Leased Real Properties. As used in this Section 4.12, the term “lessor” includes any sub-lessor of the property to Seller. There are no subleases relating to any Leased Real Property created or any portion thereof suffered to exist by Seller, or collaterally assigned to Seller’s Knowledge, created or granted suffered to exist by any other security interest in Person. Subject to Seller obtaining any consents necessary for the valid assignment to Buyer of the Leases, which consents are listed on Schedule 4.12 (the “Landlord Consents”), the assignment of such lease or interest thereinLeases will transfer to Buyer on the Closing Date all of Seller’s rights under the Leases.

Leased Real Property. The real property demised estate leased by Seller pursuant to -------------------- the Real Property Leases (the "Leased Real Property") is the only real estate leased by Seller that is used by the leases described on Schedule 5.8.1 Division. To the best of Seller's knowledge, (a) each of the “Real Property Leases”) constitutes all , true and complete copies of which have been made available to Buyers, are valid and binding and in full force and effect as of the real property leased by the Companies and each Companies’ Subsidiaries date of this Agreement, (the “Leased Real Property”). With respect to each Real Property Lease, b) except as set forth on Schedule 5.8.16.9(b) hereto, neither the Companies, any Companies’ Subsidiaries nor, to the Companies’ knowledge, any of the other counterparties thereto Seller is not in material breach or material default under any such Real Property Lease. Each of the Companies and each of the Companies’ Subsidiaries has a valid leasehold interest in its Leased Real Property free and clear of any Liens other than Permitted Liens. Each of the Real Property Leases Leases, (c) except as set forth on Schedule 6.9(c) hereto, no Real Property Lease requires the consent of any third party to its assignment in connection with consummation of the Transaction, (d) the Leased Real Property and the systems and fixtures located in the Leased Real Property for which Seller, as tenant, is responsible to maintain and repair are in full force good operating condition and effect repair in all material respects. None respects in light of their respective ages, ordinary wear and tear excepted (e) there are no outstanding construction or mechanic's liens or rights to claim a construction or mechanic's lien in favor of any contractor, materialman or laborer or any other person in connection with the Leased Real Property for which Seller, as tenant, is responsible other than ones that are reflected on the Closing Balance Sheet and (f) the roof of the Companies nor any Leased Real Property located at 000 Xxxxxxxxxxxxx Xxxxx, Xxxxx Xxxxx Xxxxxxxx, XX, is in good condition and will not need replacement during the original term of the Companies’ Subsidiaries said lease. Seller has not received any written notice within that the past twenty-four (24) months structures, improvements, systems and fixtures located on or in the Leased Real Property do not comply in any material respect with any applicable laws, ordinances, rules and regulations of any Governmental Agencies. Seller has not received any written notice of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting condemnation proceedings relating to the Leased Real Property. All licenses, permits and approvals required for the occupancy and operation of the Leased Real Property as presently being used have been obtained and are in full force and effect and none of the Companies or any of the Companies’ Subsidiaries Seller has not received any written notice of violations any violation of any occupancy permit held by Seller, as tenant, in connection with such items. Except as set forth on Schedule 5.8.1, none of the Companies nor any of the Companies’ Subsidiaries has subleased, licensed or otherwise granted anyone the right to use or occupy the Leased Real Property or any portion thereof or collaterally assigned or granted any other security interest in any such lease or interest thereinProperty.

Leased Real Property. The Section 5.9(c) of the Disclosure Schedule sets forth a correct and complete list of all real property demised leased, licensed, or otherwise used or occupied (but not owned) at Closing by each Company (collectively, the leases described on Schedule 5.8.1 (the “Real Property Leases”) constitutes all of the real property leased by the Companies and each Companies’ Subsidiaries (the “Leased Real Property”). With respect to each ) under any lease, sublease, license, concession, or other agreement allowing for occupancy of the Leased Real Property (each, a “Real Property Lease”). Each Company has a valid and subsisting leasehold interest in its Leased Real Property, except as set forth on Schedule 5.8.1in each case free and clear of all Encumbrances, neither other than the CompaniesReal Estate Encumbrances. All such Real Property Leases are in full force and effect, and there are no existing breaches or defaults by, or any events that with or without the passage of time or the giving of notice, or both, would constitute a breach, default, or an event of default by, any Companies’ Subsidiaries norCompany under any Real Property Lease to which it is a party, or, to the Companies’ knowledgeKnowledge of Sellers, by any of the other counterparties thereto is in material breach or material default under party to any such Real Property Lease. Each The operations of the Companies on the Leased Real Property do not materially violate any applicable Law. All material certificates of occupancy, permits, licenses, approvals and other authorizations required to be held by a Company in connection with the past and present operations of the Companies and each of the Companies’ Subsidiaries has a valid leasehold interest in its Business on the Leased Real Property free have been lawfully issued to such Company and clear are, as of any Liens other than Permitted Liensthe date of this Agreement, and will be following the consummation of the Contemplated Transactions, in full force and. Each The Leased Real Property is in satisfactory operating condition and repair (ordinary wear and tear excepted). Correct and complete copies of the Real Property Leases, including all amendments and modifications thereto, have been delivered or made available to Purchaser prior to the date of this Agreement, and no changes have been made to any Real Property Leases is in full force since the date of delivery. The Leased Real Property has not been subleased or licensed by any Company, and effect in all material respects. None of the Companies nor any are the only party(ies) in occupancy of the Companies’ Subsidiaries has received any written notice within the past twenty-four (24) months of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting the each Leased Real Property. All licenses, permits and approvals required for the occupancy and operation of the Leased Real Property as presently being used have been obtained and are in full force and effect and none of the Companies or any of the Companies’ Subsidiaries has received any written notice of violations in connection with such items. Except as set forth on Schedule 5.8.1, none of the Companies nor any of the Companies’ Subsidiaries has subleased, licensed or otherwise granted anyone the right to use or occupy the Leased Real Property or any portion thereof or collaterally assigned or granted any other security interest in any such lease or interest therein.

Leased Real Property. The real property demised by Seller has made available to the leases described on Schedule 5.8.1 (Purchaser a true and complete copy of each Lease included in the “Real Property Leases”) constitutes all Acquired Assets and the Lease related to the Hauppauge Office. Each such Lease is legal, valid, binding, enforceable and in full force and effect. Except for the consent of the real property leased landlords to the Assumed Leases and the Lease related to the Hauppauge Office, the transactions contemplated by this Agreement do not require the Companies and each Companies’ Subsidiaries (the “Leased Real Property”). With respect consent of any other party to each Real Property such Lease except for such consents as have been obtained, will not result in a breach of or Default under such Lease, except as set forth on Schedule 5.8.1or otherwise cause such Lease to cease to be legal, neither the Companiesvalid, any Companies’ Subsidiaries norbinding, to the Companies’ knowledge, any of the other counterparties thereto is in material breach or material default under any such Real Property Lease. Each of the Companies enforceable and each of the Companies’ Subsidiaries has a valid leasehold interest in its Leased Real Property free and clear of any Liens other than Permitted Liens. Each of the Real Property Leases is in full force and effect in all material respectson identical terms following the Closing. None To the Knowledge of the Companies Seller, neither the Seller nor any other party to such Lease is in breach or Default under such Lease, and, to the Seller’s Knowledge, no event has occurred or circumstance exists which, with the delivery of notice, the Companies’ Subsidiaries has received any written notice within the past twenty-four (24) months passage of any pending time or threatened condemnationsboth, planned public improvements, annexation, special assessments, zoning would constitute such a breach or subdivision changesDefault, or other adverse claims affecting permit the Leased Real Propertytermination, modification or acceleration of rent under such Lease. All licensesTo the Seller’s Knowledge, permits 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. The Seller does not owe and approvals required for will not owe in the occupancy and operation of the Leased Real Property as presently being used have been obtained and are in full force and effect and none of the Companies future, any brokerage commissions or finder's fees with respect to any of the Companies’ Subsidiaries such Lease. The Seller has received any written notice of violations in connection with such items. Except as set forth on Schedule 5.8.1, none of the Companies nor any of the Companies’ Subsidiaries has not subleased, licensed or otherwise granted anyone any Person the right to use or occupy the such Leased Real Property or any portion thereof or thereof. The Seller has not collaterally assigned or granted any other security interest in such Lease or any such lease or interest therein.

Leased Real Property. The real property demised by Section 4.20(b) of the leases described on Schedule 5.8.1 (the “Company Disclosure Schedules sets forth a true and complete list of all Company Leased Real Property Leases”) constitutes and all Company Real Property Leases (including street addresses, the date thereof and legal names of the real property leased by parties thereto, to the Companies and each Companies’ Subsidiaries (the “extent such information exists for such Company Leased Real Property”)) pursuant to which any Company Group Member is a tenant or landlord as of the date of this Agreement. With respect to each True and complete copies of all such Company Real Property Lease, except as set forth on Schedule 5.8.1, neither Leases have been made available to Acquiror. The Company or the Companies, any Companies’ Subsidiaries nor, to the Companies’ knowledge, any of the other counterparties thereto is in material breach or material default under any such Real Property Lease. Each of the Companies and each of the Companies’ Subsidiaries applicable Subsidiary has a good, valid and enforceable leasehold interest in its each Company Leased Real Property free and clear of any Liens other than all Liens, except for Permitted Liens. Each The relevant Company Group Member’s possession and quiet enjoyment of the Company Leased Real Property Leases is under each Company Real Property Lease has not been disturbed and there are no material disputes with respect to such Company Leased Real Property. To the Company’s knowledge, no event has occurred or circumstance exists that, with the delivery of notice, passage of time or both, would constitute a breach or default under or permit the termination or modification of, or acceleration of rent under, such Company Real Property Lease. Each Company Group Member has performed all material obligations required to be performed by it under any Company Real Property Lease, and no Company Group Member has the present expectation or intention of not fully performing on a timely basis all material obligations required to be performed by such Company Group Member under any Company Real Property Lease. The Transactions, this Agreement and any Ancillary Document to be delivered at or before Closing do not require the consent of any other party relating to the Company Leased Real Property, including from landlords under a Real Property Lease, whether as a deemed “assignment” or otherwise, will not result in a breach of or default under any Company Real Property Lease, will not give rise to any termination or recapture rights, and will not otherwise cause any such Company Real Property Lease to cease to be legal, valid, binding, enforceable and in full force and effect in all material respectson identical terms following the Closing. None of the Companies nor any of the Companies’ Subsidiaries has received any written notice within the past twenty-four (24) months of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Real Property. All licenses, permits and approvals required for the occupancy and operation of the Leased Real Property as presently being used have been obtained and are in full force and effect and none of the Companies or any of the Companies’ Subsidiaries has received any written notice of violations in connection with such items. Except as set forth on Schedule 5.8.1, none of the Companies nor any of the Companies’ Subsidiaries No Company Group Member has subleased, licensed or otherwise granted anyone any Person the right to use or occupy the such Company Leased Real Property or any portion thereof or and no Company Group Member has collaterally assigned or granted any other security interest in such Company Real Property Lease or any such lease or interest therein.

Leased Real Property. The real property demised by the leases described on Schedule 5.8.1 (the “4.5(a)(i) sets forth a true and correct list of each Leased Real Property Leases”) constitutes all of the real property leased by the Companies Seller, including the address and a description of each Companies’ Subsidiaries (the “Leased Real Property”). With respect to each Real Property Lease, except as set forth on Schedule 5.8.1, neither the Companies, any Companies’ Subsidiaries nor, to the Companies’ knowledge, any of the other counterparties thereto is in material breach or material default under any such Real Property Lease. Each of the Companies and each of the Companies’ Subsidiaries has a valid leasehold interest in its Leased Real Property free and clear of any Liens other than Permitted Liens. Each of the Real Property Leases is in full force and effect in all material respects. None of the Companies nor any of the Companies’ Subsidiaries has received any written notice within the past twenty-four (24) months of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Real Property. All licenses, permits and approvals required for the occupancy and operation Schedule 4.5(a)(ii) sets forth a list of the Leased Real Property as presently being that are used primarily for the Business. Accurate and current copies of all real property leases, subleases, licenses or other occupancy agreements (and all amendments thereto) directly relating to the Leased Real Property on Schedule 4.5(a)(ii) are set forth on Schedule 4.5(a)(iii) (the “Assumed Leases”) and have been obtained and are in full force and effect and none of delivered to the Companies or any of the Companies’ Subsidiaries has received any written notice of violations in connection with such itemsBuyers. Except as set forth on Schedule 5.8.14.5(a)(iv), none with respect to each of the Companies nor Assumed Leases: (i) such lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions contemplated by this Agreement do not require the consent of any other party to such lease, will not result in a breach of or default under such Assumed Lease, and will not otherwise cause such Assumed Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) the Seller’s possession or quiet enjoyment of the Companies’ Subsidiaries Leased Real Property under such Assumed Lease has not been disturbed and there are no disputes with respect to such Assumed Lease; (iv) neither the Seller nor, to the Seller’s Knowledge, any other party to the Assumed Lease is in breach of or default under such Assumed Lease, and no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such lease; (v) no security deposit or portion thereof deposited with respect to such Assumed Lease has been applied in respect of a breach of or default under such Assumed Lease that has not been redeposited in full; (vi) the Seller does not owe, or will not owe in the future, any brokerage commissions or finder’s fees with respect to such Assumed Lease; (vii) the other party to such Assumed Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Seller; (viii) the Seller has not subleased, licensed or otherwise granted anyone any Person the right to use or occupy the Leased Real Property for such Assumed Lease or any portion thereof or thereof; (ix) the Seller has not collaterally assigned or granted any other security lien in such Assumed Lease or any interest in any such lease therein; and (x) there are no liens on the estate or interest thereincreated by such Assumed Lease.

Leased Real Property. The Schedule 4.16 of the Sellers’ Disclosure Letter sets forth, as of the date hereof, each real property demised by the leases described on Schedule 5.8.1 lease (the together with any amendments, modifications, supplements, guarantees and renewals thereto, each, a “Real Property LeasesLease”) constitutes all to which the Company or any of its Subsidiaries is party, and the street address of each parcel of real property which is leased by the Companies and each Companies’ Company or any of its Subsidiaries as lessee together with the identity of the lessee of such real property (all such real property being hereinafter collectively referred to as the “Leased Real Property”). With respect to each Each identified lessee of any parcel of Leased Real Property Lease, except as set forth on Schedule 5.8.1, neither the Companies, any Companies’ Subsidiaries nor, to the Companies’ knowledge, any of the other counterparties thereto is in material breach or material default under any such Real Property Lease. Each of the Companies and each of the Companies’ Subsidiaries has a valid and enforceable leasehold interest in its Leased Real Property under each Lease to which it is a party, free and clear of any Liens other than all Encumbrances, except for Permitted Liens. Each of the Real Property Leases is in full force and effect in all material respects. None of the Companies nor any of the Companies’ Subsidiaries has received any written notice within the past twenty-four (24) months of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Real PropertyEncumbrances. All licenses, permits and approvals required for the occupancy and operation of the Leased Real Property as presently being used have been obtained and Leases are in full force and effect effect, and none of neither the Companies or Company nor any of the Companies’ its Subsidiaries has received any written notice of violations any default or event that, with notice or lapse of time, or both, would constitute a default by the identified lessee under any Lease, or would result in connection the creation of any Encumbrance, except for Permitted Encumbrances, thereunder or pursuant thereto. The Leased Real Property constitutes all of the real property used, leased or otherwise occupied by the Company and its Subsidiaries to operate its Business. To the Knowledge of the Company, there are no condemnation, eminent domain or compulsory purchase proceedings or claims pending or threatened with such itemsrespect to any portion of the Leased Real Property. Prior to the date hereof, true, correct and complete copies of each Lease have been made available to the Purchaser. No Lease has been amended or modified except as set forth on Schedule 4.16 of the Sellers’ Disclosure Letter. Except as set forth on Schedule 5.8.1, none 4.16 of the Companies Sellers’ Disclosure Letter, neither of the Company nor its Subsidiaries has subleased any of the Companies’ Subsidiaries has subleasedLeased Real Property, licensed and, to the Knowledge of the Company, there are no other Persons occupying or otherwise granted anyone the having any current or future right to use or occupy any part of the Leased Real Property during the term of each of the Leases. There are no leasing or other fees or commissions due in connection with any Lease or any portion thereof renewal or collaterally assigned extension or granted expansion of any Lease that will be binding on Purchaser or any of its Affiliates or Representatives after the Closing, and no understanding or agreement with any party exists as to payment of any leasing commissions or fees regarding future leases. No security or other deposits made by the Company or any Subsidiary under any Lease has been applied towards the obligations of such party in accordance with such Lease and no security or other deposit is in the form of a letter of credit or any other security interest in form other than cash. No counterparty to any Lease has made a request for payment or performance by any guarantor to such lease or interest thereinLease.

Leased Real Property. The Schedule 3.2.11 contains an accurate and complete list of all real property demised leases, subleases, real property licenses and other occupancy agreements, including without limitation, any modification, amendment or supplement thereto and any other related document or agreement executed or entered into by the leases described on Schedule 5.8.1 Xxxxx XX, or by Cap C LP in relation to the Kenna Business and assigned to the Xxxxx XX pursuant to the Conveyance Documents, to which the Xxxxx XX is a party (as lessee, sublessee, lessor, sublessor, licensor or licensee) (each individually, a "Real Property Lease" and collectively, the “"Real Property Leases”) constitutes "). Each Real Property Lease is valid, binding and in full force and effect; all rents and additional rents and other sums, expenses and charges due thereunder to date on each Real Property Lease have been paid; and the lessee has been in peaceable possession since the commencement of the real property leased original term of each Real Property Lease and no waiver, indulgence or postponement of the lessee's obligations thereunder has been granted by the Companies lessor. There exists no default or event of default by Cap C LP or the Xxxxx XX or to the knowledge of Newport or the Kenna Principals by any other party to any Real Property Lease; and each Companies’ Subsidiaries there exists no occurrence, condition or act (including the “Leased Real Property”). With respect to each purchase of the Purchased Units 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 Cap C LP or the Xxxxx XX under any Real Property Lease, and there are no outstanding claims of breach or indemnification or notice of default or termination of any Real Property Lease. Cap C LP held and the Xxxxx XX now holds the leasehold estate on all the Real Property Leases free and clear of all Liens except as set forth on Schedule 5.8.13.2.11. The real property leased by Cap C LP and/or the Xxxxx XX is in a state of good maintenance and repair (ordinary wear and tear excepted), neither adequate and suitable for the Companiespurposes for which it is presently being used, any Companies’ Subsidiaries nor, and there are no material repair or restoration works likely to the Companies’ knowledge, be required in connection with any of the other counterparties thereto is leased real properties. Cap C LP was, and the Xxxxx XX now is, in material breach physical possession and actual and exclusive occupation of the whole of each of its leased properties. No environmental claim has been made against Cap C LP or material default under the Xxxxx XX with respect to any such Real Property Lease. Each of Neither Cap C LP nor the Companies and each of the Companies’ Subsidiaries has a valid leasehold interest in its Leased Real Property free and clear of Xxxxx XX owes any Liens other than Permitted Liens. Each brokerage commission with respect to any of the Real Property Leases is in full force and effect in all material respects. None of the Companies nor any of the Companies’ Subsidiaries has received any written notice within the past twenty-four (24) months of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Real Property. All licenses, permits and approvals required for the occupancy and operation of the Leased Real Property as presently being used have been obtained and are in full force and effect and none of the Companies or any of the Companies’ Subsidiaries has received any written notice of violations in connection with such items. Except as set forth on Schedule 5.8.1, none of the Companies nor any of the Companies’ Subsidiaries has subleased, licensed or otherwise granted anyone the right to use or occupy the Leased Real Property or any portion thereof or collaterally assigned or granted any other security interest in any such lease or interest thereinLeases.

Leased Real Property. The real property demised by the leases described on Schedule 5.8.1 (the “Leased Real Property Leases”) constitutes all of the real property leased by the Companies and each Companies’ Subsidiaries (Company. Schedule 5.9 of the “Disclosure Schedule sets forth a list of all of the Leases for the Leased Real Property”). With respect to each Real Property Leaseand such Leases have not been amended, modified, supplemented, extended, renewed or assigned except as set forth on Schedule 5.8.15.9 of the Disclosure Schedule. With respect to each Lease for the Leased Real Property, neither the CompaniesCompany nor any Company Subsidiary, any Companies’ Subsidiaries nor, or to the Companies’ Company’s knowledge, any of the other counterparties thereto is in material breach or material default under any such Real Property Lease. Each of the Companies Company and each of the Companies’ Subsidiaries Company Subsidiaries, as applicable, has a valid leasehold interest in its Leased Real Property free and clear of any Liens other than Permitted LiensLiens and Liens securing the Credit Facility. Each of the Leases for the Leased Real Property Leases is in full force and effect in all material respectseffect, except insofar as the effectiveness of such Lease may be limited by bankruptcy, insolvency or similar laws. None of Neither the Companies Company nor any of the Companies’ Subsidiaries Company Subsidiary has received any written notice within the past twenty-four (24) months of any pending or or, to the Company’s knowledge, threatened condemnations, planned public improvements, annexationannexations or zoning, special assessments, zoning or subdivision changes, or other the bankruptcy or insolvency of any landlord under any Lease that would reasonably be expected to have a material and adverse claims affecting effect on the Leased Real Property. All licenses, material licenses and permits and approvals required for the occupancy and operation of on the Leased Real Property as presently being used have been obtained and are in full force and effect and none of effect, and, in the Companies or last three (3) years, neither the Company nor any of the Companies’ Subsidiaries Company Subsidiary has received any written notice of violations in connection with such itemsthe same. Except as set forth on Schedule 5.8.1, none The present use of the Companies Leased Real Property is in material compliance with all applicable zoning ordinances, occupancy codes, building codes, fire codes, and other local governmental regulations, and any applicable recorded covenants. Neither the Company nor any of the Companies’ Subsidiaries Company Subsidiary has subleased, licensed or otherwise granted anyone the right to use or occupy the Leased Real Property or any portion thereof or thereof. Neither the Company nor any Company Subsidiary has collaterally assigned or granted any other security interest in any such lease Lease that will not be released at Closing. The Company or interest thereina Company Subsidiary is in full and complete possession of the Leased Real Property and has commenced full occupancy and use of the Leased Real Property. Except as set forth on Schedule 5.9 of the Disclosure Schedule, none of the Leases requires the consent of any third party prior to the consummation by the parties of the transactions contemplated by this Agreement.

Leased Real Property. The real property demised by Section 4.20(b) of the leases described on Schedule 5.8.1 (the “Company Disclosure Schedules sets forth a true and complete list of all Leased Real Property Leases”) constitutes and all Real Property Leases (including street addresses, the date thereof and legal names of the real property leased by parties thereto, to the Companies and each Companies’ Subsidiaries (the “extent such information exists for such Leased Real Property”). With respect ) pursuant to each Real Property Lease, except which any Company Group Member is a tenant or landlord as set forth on Schedule 5.8.1, neither the Companies, any Companies’ Subsidiaries nor, to the Companies’ knowledge, any of the other counterparties thereto is in material breach or material default under any date of this Agreement. True and complete copies of all such Real Property LeaseLeases have been made available to Acquiror. Each of The Company or the Companies and each of the Companies’ Subsidiaries applicable Subsidiary has a good, valid and enforceable leasehold interest in its each Leased Real Property free and clear of any Liens other than all Liens, except for Permitted Liens. Each The relevant Company Group Member’s possession and quiet enjoyment of the Leased Real Property Leases is under each Real Property Lease has not been disturbed and there are no material disputes with respect to such Leased Real Property. To the Company’s knowledge, no event has occurred or circumstance exists that, with the delivery of notice, passage of time or both, would constitute a breach or default under or permit the termination or modification of, or acceleration of rent under, such Real Property Lease. Each Company Group Member has performed all material obligations required to be performed by it under any Real Property Lease, and no Company Group Member has the present expectation or intention of not fully performing on a timely basis all material obligations required to be performed by such Company Group Member under any Real Property Lease. The Transactions, this Agreement and any Ancillary Document to be delivered at or before Closing do not require the consent of any other party relating to the Leased Real Property, including from landlords under a Real Property Lease, whether as a deemed “assignment” or otherwise, will not result in a breach of or default under any Real Property Lease, will not give rise to any termination or recapture rights, and will not otherwise cause any such Real Property Lease to cease to be legal, valid, binding, enforceable and in full force and effect in all material respectson identical terms following the Closing. None of the Companies nor any of the Companies’ Subsidiaries has received any written notice within the past twenty-four (24) months of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Real Property. All licenses, permits and approvals required for the occupancy and operation of the Leased Real Property as presently being used have been obtained and are in full force and effect and none of the Companies or any of the Companies’ Subsidiaries has received any written notice of violations in connection with such items. Except as set forth on Schedule 5.8.1, none of the Companies nor any of the Companies’ Subsidiaries No Company Group Member has subleased, licensed or otherwise granted anyone any Person the right to use or occupy the such Leased Real Property or any portion thereof or and no Company Group Member has collaterally assigned or granted any other security interest in such Real Property Lease or any such lease or interest therein.

Leased Real Property. The Section 5.10(c) of Sellers Disclosure Schedule sets forth a correct and complete list of all real property demised leased, licensed, or otherwise used or occupied (but not owned) at Closing by the leases described on Schedule 5.8.1 Company (the “Real Property Leases”) constitutes all of the real property leased by the Companies and each Companies’ Subsidiaries (collectively, the “Leased Real Property”). With respect to each ) under any lease, sublease, license, concession, or other agreement allowing for occupancy of the Leased Real Property (each, a “Real Property Lease”). The Company has a valid and subsisting leasehold interest in its Leased Real Property, except as set forth on Schedule 5.8.1in each case free and clear of all Encumbrances, neither other than the CompaniesReal Estate Encumbrances. All such Real Property Leases are in full force and effect, and there are no existing breaches or defaults by, or any Companies’ Subsidiaries norevents that with or without the passage of time or the giving of notice, or both, would constitute a breach, default, or an event of default by, the Company under any Real Property Lease to which it is a party, or, to the Companies’ knowledgeKnowledge of Sellers, by any of the other counterparties thereto is in material breach or material default under party to any such Real Property Lease. Each To the Knowledge of Sellers, there exists no condition, restriction or reservation that would prevent the Company’s business, and the Company in its operation of the Companies and each of Company’s business after the Companies’ Subsidiaries has a valid leasehold interest in Closing Date, from enforcing its rights with respect to Leased Real Property free after the Closing to the same full extent the Company could if the Contemplated Transactions did not occur. The operations of the Company on the Leased Real Property do not violate any applicable Law. All material certificates of occupancy, permits, licenses, approvals and clear other authorizations required to be held by the Company in connection with the past and present operations of any Liens other than Permitted Liensthe Company and the business of the Company on the Leased Real Property have been lawfully issued to the Company and are, as of the date of this Agreement, and will be following the consummation of the Contemplated Transactions, in full force and effect. Each The Leased Real Property is in satisfactory operating condition and repair (ordinary wear and tear excepted). Correct and complete copies of the Real Property Leases, including all amendments and modifications thereto, have been delivered or made available to Purchaser prior to the date of this Agreement, and no changes have been made to any Real Property Leases since the date of delivery. The Leased Real Property has not been subleased or licensed by the Company, and the Company is the only party in full force and effect in all material respects. None occupancy of the Companies nor any of the Companies’ Subsidiaries has received any written notice within the past twenty-four (24) months of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Real Property. All licenses, permits and approvals required for the occupancy and operation of the Leased Real Property as presently being used have been obtained and are in full force and effect and none of the Companies or any of the Companies’ Subsidiaries has received any written notice of violations in connection with such items. Except as set forth on Schedule 5.8.1, none of the Companies nor any of the Companies’ Subsidiaries has subleased, licensed or otherwise granted anyone the right to use or occupy the Leased Real Property or any portion thereof or collaterally assigned or granted any other security interest in any such lease or interest therein.

Leased Real Property. The real property demised by Section 5.20(b) of the leases described on Schedule 5.8.1 (the “Acquiror Disclosure Schedules sets forth a true and complete list of all Acquiror Leased Real Property Leases”) constitutes and all Acquiror Real Property Leases (including street addresses, the date thereof and legal names of the real property leased by parties thereto, to the Companies and each Companies’ Subsidiaries (the “extent such information exists for such Acquiror Leased Real Property”)) pursuant to which any Acquiror Group Member is a tenant or landlord as of the date of this Agreement. With respect to each True and complete copies of all such Acquiror Real Property Lease, except as set forth on Schedule 5.8.1, neither the Companies, any Companies’ Subsidiaries nor, Leases have been made available to the Companies’ knowledge, any of Company. Acquiror or the other counterparties thereto is in material breach or material default under any such Real Property Lease. Each of the Companies and each of the Companies’ Subsidiaries applicable Subsidiary has a good, valid and enforceable leasehold interest in its each Acquiror Leased Real Property free and clear of any Liens other than all Liens, except for Permitted Liens. Each The relevant Acquiror Group Member’s possession and quiet enjoyment of the Acquiror Leased Real Property Leases is under each Acquiror Real Property Lease has not been disturbed and there are no material disputes with respect to such Acquiror Leased Real Property. To Acquiror’s knowledge, no event has occurred or circumstance exists that, with the delivery of notice, passage of time or both, would constitute a breach or default under or permit the termination or modification of, or acceleration of rent under, such Acquiror Real Property Lease. Each Acquiror Group Member has performed all material obligations required to be performed by it under any Acquiror Real Property Lease, and no Acquiror Group Member has the present expectation or intention of not fully performing on a timely basis all material obligations required to be performed by such Acquiror Group Member under any Acquiror Real Property Lease. The Transactions, this Agreement and any Ancillary Document to be delivered at or before Closing do not require the consent of any other party relating to the Acquiror Leased Real Property, including from landlords under an Acquiror Real Property Lease, whether as a deemed “assignment” or otherwise, will not result in a breach of or default under any Acquiror Real Property Lease, will not give rise to any termination or recapture rights, and will not otherwise cause any such Acquiror Real Property Lease to cease to be legal, valid, binding, enforceable and in full force and effect in all material respectson identical terms following the Closing. None of the Companies nor any of the Companies’ Subsidiaries has received any written notice within the past twenty-four (24) months of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Real Property. All licenses, permits and approvals required for the occupancy and operation of the Leased Real Property as presently being used have been obtained and are in full force and effect and none of the Companies or any of the Companies’ Subsidiaries has received any written notice of violations in connection with such items. Except as set forth on Schedule 5.8.1, none of the Companies nor any of the Companies’ Subsidiaries No Acquiror Group Member has subleased, licensed or otherwise granted anyone any Person the right to use or occupy the such Acquiror Leased Real Property or any portion thereof or and no Acquiror Group Member has collaterally assigned or granted any other security interest in such Acquiror Real Property Lease or any such lease or interest therein.

Leased Real Property. The Schedule 4.16 of the Sellers’ Disclosure Letter sets forth, as of the date of the Original Agreement, each real property demised by the leases described on Schedule 5.8.1 lease (the together with any amendments, modifications, supplements, guarantees and renewals thereto, each, a “Real Property LeasesLease”) constitutes all to which the Company or any of its Subsidiaries is party, and the street address of each parcel of real property which is leased by the Companies and each Companies’ Company or any of its Subsidiaries as lessee together with the identity of the lessee of such real property (all such real property being hereinafter collectively referred to as the “Leased Real Property”). With respect to each Each identified lessee of any parcel of Leased Real Property Lease, except as set forth on Schedule 5.8.1, neither the Companies, any Companies’ Subsidiaries nor, to the Companies’ knowledge, any of the other counterparties thereto is in material breach or material default under any such Real Property Lease. Each of the Companies and each of the Companies’ Subsidiaries has a valid and enforceable leasehold interest in its Leased Real Property under each Lease to which it is a party, free and clear of any Liens other than all Encumbrances, except for Permitted Liens. Each of the Real Property Leases is in full force and effect in all material respects. None of the Companies nor any of the Companies’ Subsidiaries has received any written notice within the past twenty-four (24) months of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Real PropertyEncumbrances. All licenses, permits and approvals required for the occupancy and operation of the Leased Real Property as presently being used have been obtained and Leases are in full force and effect effect, and none of neither the Companies or Company nor any of the Companies’ its Subsidiaries has received any written notice of violations any default or event that, with notice or lapse of time, or both, would constitute a default by the identified lessee under any Lease, or would result in connection the creation of any Encumbrance, except for Permitted Encumbrances, thereunder or pursuant thereto. The Leased Real Property constitutes all of the real property used, leased or otherwise occupied by the Company and its Subsidiaries to operate its Business. To the Knowledge of the Company, there are no condemnation, eminent domain or compulsory purchase proceedings or claims pending or threatened with such itemsrespect to any portion of the Leased Real Property. Prior to the date of the Original Agreement, true, correct and complete copies of each Lease have been made available to the Purchaser. No Lease has been amended or modified except as set forth on Schedule 4.16 of the Sellers’ Disclosure Letter. Except as set forth on Schedule 5.8.1, none 4.16 of the Companies Sellers’ Disclosure Letter, neither of the Company nor its Subsidiaries has subleased any of the Companies’ Subsidiaries has subleasedLeased Real Property, licensed and, to the Knowledge of the Company, there are no other Persons occupying or otherwise granted anyone the having any current or future right to use or occupy any part of the Leased Real Property during the term of each of the Leases. There are no leasing or other fees or commissions due in connection with any Lease or any portion thereof renewal or collaterally assigned extension or granted expansion of any Lease that will be binding on Purchaser or any of its Affiliates or Representatives after the Closing, and no understanding or agreement with any party exists as to payment of any leasing commissions or fees regarding future leases. No security or other deposits made by the Company or any Subsidiary under any Lease has been applied towards the obligations of such party in accordance with such Lease and no security or other deposit is in the form of a letter of credit or any other security interest in form other than cash. No counterparty to any Lease has made a request for payment or performance by any guarantor to such lease or interest thereinLease.

Leased Real Property. The real property demised by the leases described on Schedule 5.8.1 (the “Real Property Leases”) constitutes all of the real property leased by the Companies and each Companies’ Subsidiaries (the attached “Leased Real PropertyProperty Schedule” sets forth all Real Property Leases relating to each Leased Real Property of the Company. Except as set forth in the attached “Leased Real Property Schedule”). With , with respect to each Real Property Lease: (i) such Real Property Lease is a legal, except as set forth on Schedule 5.8.1valid, neither binding and enforceable against the CompaniesCompany and is in full force and effect and has not been modified, (ii) the transactions contemplated hereby do not require the consent of any Companies’ Subsidiaries norother party to such Real Property Lease and will not result in a breach of or default under such Real Property Lease, to and (iii) the Companies’ knowledge, any of the other counterparties thereto Company is not in material breach or material default under any such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default or permit the termination, modification or acceleration of rent under such Real Property Lease. Each The Company has not received any notice of any default under any Real Property Lease that has not been cured or any other termination notice with respect thereto. The Company has made available to the Purchaser true, complete and correct copies of the Companies Real Property Leases relating to the Leased Real Property. The Company has good and each of the Companies’ Subsidiaries has a valid leasehold interest estates in its all the Leased Real Property free and clear of any Liens all Liens, other than Permitted Liens. Each No Real Property Lease is subject to any material defenses, setoffs, or counterclaims, and no material obligations of any landlords or sublandlords thereunder are delinquent. The “Leased Real Property Schedule” contains a true, correct and complete list of each mortgage, deed of trust or other superior Lien granted to any third party by the applicable landlord under each Real Property Lease, in each case, which have been approved by the Company (each, an “Approved Landlord Lien”). Except for (A) Approved Landlord Liens or (B) mortgages, deeds of trust and other superior Liens granted to third parties by the applicable landlord under each Real Property Lease, in each case of this item (B), which have not been approved by the Company, the Real Property Leases is in full force and effect in all material respects. None are not subject to any ground lease, mortgage, deed of the Companies nor any of the Companies’ Subsidiaries has received any written notice within the past twenty-four (24) months of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, trust or other adverse claims affecting superior Liens or interests (including, for the avoidance of doubt, any present or future right to occupy any portion of the Leased Real Property. All licenses, permits ) that would entitle the holder thereof to interfere with or disturb the tenant’s use and approvals required for the occupancy and operation enjoyment of the Leased Real Property or the exercise of the tenant’s rights under the Real Property Leases so long as presently being used the tenant is not in default under the Real Property Lease. No options available to the Company pursuant to any Real Property Lease have been obtained exercised other than pursuant to a writing included in the Real Property Leases. There have been no, and are the Company does not expect any, write-offs, abatements or deferrals in full force and effect and none rent under any Real Property Lease as a result of or otherwise arising out of COVID-19 or any COVID-19 Measures. The ability of the Companies Company to perform all obligations required to be performed by it under any Real Property Lease has not been materially limited or adversely affected by or as a result of COVID-19 or any COVID-19 Measures. To the Company’s Knowledge, the ability of the Companies’ Subsidiaries has received any written notice of violations in connection with such items. Except as set forth on Schedule 5.8.1, none of the Companies nor any of the Companies’ Subsidiaries has subleased, licensed or otherwise granted anyone the right each other party to use or occupy the Leased each Real Property Lease to perform all obligations required to be performed by it under the applicable Real Property Lease has not been materially limited or adversely affected by or as a result of COVID-19 or any portion thereof or collaterally assigned or granted any other security interest in any such lease or interest thereinCOVID-19 Measures.

Leased Real Property. The real (a) Section 5.5(a) of the Disclosure Schedule contains a correct legal description for the facility located at 00000 Xxx Xxxx Xxxxxx and the street address for each Leased Real Property and a list of all Real Property Leases (including, without limitation, all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for each Leased Real Property. Seller has delivered to Buyer a true and complete copy of the most recent property demised by tax xxxx for the leases described on Schedule 5.8.1 (facility located at 00000 Xxx Xxxx Xxxxxx and has delivered to Buyer a true and complete copy of each written Real Property Lease, and in the “case of any oral Real Property Leases”) constitutes all , a written summary of the real property leased by the Companies and each Companies’ Subsidiaries (the “Leased Real Property”)terms thereof. With respect to each of the Real Property LeaseLeases: (i) the Real Property Lease is legal, except as set forth on Schedule 5.8.1valid, binding, enforceable and in full force and effect; (ii) neither the Companiestransactions contemplated under this Agreement nor any of the Ancillary Agreements shall result in a breach of or default under the Real Property Lease or otherwise cause the Real Property Lease to cease to be legal, any Companies’ Subsidiaries valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) none of the Seller Entities nor, to the Companies’ knowledgeKnowledge of Seller, any of the other counterparties thereto party to any Real Property Lease is in material breach or material default under such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute a material breach or default or permit the termination, modification or acceleration of rent under such Real Property Lease; (iv) no party to any Real Property Lease has repudiated any term thereof, and there are no material disputes, oral agreements or forbearance programs in effect with respect to any such Real Property Lease. Each of the Companies ; and each of the Companies’ Subsidiaries (v) no Seller Entity has a valid leasehold interest assigned, subleased, mortgaged, deeded in its Leased trust or otherwise transferred or encumbered any Real Property free and clear of any Liens other than Permitted Liens. Each of the Real Property Leases is in full force and effect in all material respects. None of the Companies nor any of the Companies’ Subsidiaries has received any written notice within the past twenty-four (24) months of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Real Property. All licenses, permits and approvals required for the occupancy and operation of the Leased Real Property as presently being used have been obtained and are in full force and effect and none of the Companies Lease or any of the Companies’ Subsidiaries has received any written notice of violations in connection with such items. Except as set forth on Schedule 5.8.1, none of the Companies nor any of the Companies’ Subsidiaries has subleased, licensed or otherwise granted anyone the right to use or occupy the Leased Real Property or any portion thereof or collaterally assigned or granted any other security interest in any such lease or interest therein.

Leased Real Property. The real property demised by the leases described on Schedule 5.8.1 (the “attached Leased Real Property Leases”) constitutes Schedule sets forth the address of each Leased Real Property and a list of all Leases of the real property leased by the Companies Company and each Companies’ its Subsidiaries (the “including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for each Leased Real Property”). With The Company has delivered to Merger Corp. a true and complete copy of each such Lease document set forth in Leased Real Property Schedule. Except as set forth in the Leased Real Property Schedule, with respect to each Real Property of the Leases: (a) such Lease is legal, valid, binding, enforceable and in full force and effect; (b) the Merger does not require the consent of any other party to such Lease, except as set forth on Schedule 5.8.1, neither the Companies, any Companies’ Subsidiaries nor, to the Companies’ knowledge, any will not result in a breach of the other counterparties thereto is in material breach or material default under any such Real Property Lease. Each of the Companies , or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and each of the Companies’ Subsidiaries has a valid leasehold interest in its Leased Real Property free and clear of any Liens other than Permitted Liens. Each of the Real Property Leases is in full force and effect on identical terms following the Closing; (c) the Company is not in all material respects. None breach or default under 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 Companies nor termination, modification or acceleration of rent under such Lease; and, to the Company’s Knowledge, any other party to the Lease is not in breach or default under such Lease and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default or permit the Companies’ Subsidiaries termination, modification or acceleration of rent under such Lease; (d) there are no disputes with respect to such Lease; (e) no security deposit or portion thereof deposited with respect such Lease has received any written notice within been applied in respect of a breach or default under such Lease which has not be redeposited in full; (f) there are no forbearance programs in effect with respect to such Lease; and (g) the past twenty-four (24) months of any pending Company has not assigned, subleased, mortgaged, deeded in trust or threatened condemnations, planned public improvements, annexation, special assessments, zoning otherwise transferred or subdivision changes, or other adverse claims affecting the Leased Real Property. All licenses, permits and approvals required for the occupancy and operation of the Leased Real Property as presently being used have been obtained and are in full force and effect and none of the Companies encumbered such Lease or any of the Companies’ Subsidiaries has received any written notice of violations in connection with such items. Except as set forth on Schedule 5.8.1, none of the Companies nor any of the Companies’ Subsidiaries has subleased, licensed or otherwise granted anyone the right to use or occupy the Leased Real Property or any portion thereof or collaterally assigned or granted any other security interest in any such lease or interest therein.

Leased Real Property. The No Acquired Company owns, or has ever owned, any real property. Part 3.9(c) of the Disclosure Schedule sets forth: (i) all leases, subleases and occupancy agreements, together with all amendments and modifications thereto, pursuant to which any real property demised is leased by any of the leases described on Schedule 5.8.1 Acquired Companies (the each such lease, sublease or occupancy agreement being referred to as a “Real Property Leases”) constitutes all of the Lease” and any such real property leased by any of the Acquired Companies and each Companies’ Subsidiaries (the being referred to as “Leased Real Property”); (ii) the address of each Leased Real Property and any security deposit, guaranty or letter of credit provided to the landlord under the related Real Property Lease; (iii) the expiration date of each Real Property Lease; and (iv) any available renewal options and the notice periods required to exercise or forego such renewal options under each Real Property Lease. True and correct copies of each Real Property Lease have been Made Available to Purchaser. Each Real Property Lease is valid, binding and in full force and effect with respect to the applicable Acquired Company and, to the Knowledge of the Company, each other party thereto. There is no material default under any Real Property Lease by any Acquired Company or, to the Knowledge of the Company, by any other party thereto and there is not any condition or event which, with notice or lapse of time or both, would constitute a material default under the provisions of any Real Property Lease by any Acquired Company or, the Knowledge of the Company, any other party to such Real Property Lease. The Company has not received written notice that a party to a Real Property Lease (other than an Acquired Company) intends to terminate such Real Property Lease. With respect to each Real Property Lease, except as set forth on Schedule 5.8.1the tenant thereunder enjoys peaceful, neither the Companies, any Companies’ Subsidiaries nor, to the Companies’ knowledge, any of the other counterparties thereto is in material breach or material default under any such Real Property Lease. Each of the Companies exclusive and each of the Companies’ Subsidiaries has a valid leasehold interest in its Leased Real Property free undisturbed use and clear of any Liens other than Permitted Liens. Each of the Real Property Leases is in full force and effect possession in all material respects. None respects of the Companies nor demised premises thereunder. No Acquired Company has subleased or otherwise granted to any Person the right to use or occupy any Leased Real Property. To the Knowledge of the Company, no condemnation is pending is threatened with respect to any of the Companies’ Subsidiaries has received any written notice within the past twenty-four (24) months of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Real Property. All licensesTo the Knowledge of the Company, permits the Leased Real Property is served by all necessary utilities and approvals required has all necessary access to public roads for the occupancy use and operation of the Leased Real Property as presently being currently used have been obtained and are in full force and effect and none of the Companies or any of the Companies’ Subsidiaries has received any written notice of violations operated in connection with such items. Except as set forth on Schedule 5.8.1, none the conduct of the Companies nor any Business. The Leased Real Property is in good condition and repair for the use of the Companies’ Subsidiaries has subleased, licensed or otherwise granted anyone the right to use or occupy the Leased Real Property or any portion thereof or collaterally assigned or granted any other security interest in any such lease or interest thereinfor the conduct of the Business.

Leased Real Property. (a) Each party will reasonably cooperate with each other and use its commercially reasonable efforts (but without any obligation on the part of any of them to make any payment of money) from the date of this Agreement to the First Closing Date to obtain the consent of such Persons to the assignment or novation of the rights and obligations of the Seller Parties and their Affiliates (as applicable), or to the ability to take any other action necessary to achieve an assignment of such Seller Parties’ and their Affiliates’ rights and obligations, under the Real Property Lease with respect to the Purchaser Leased Space only and a corresponding assumption by Purchaser (or its designee as approved by Landlord) of such rights and obligations under the Real Property Lease with respect to the Purchaser Leased Space only, such that Purchaser or its designee will have direct privity of contract with the Landlord with respect to such assigned rights and obligations relating to the Purchaser Leased Space and the Seller Parties and their Affiliates will thereupon be released from all liability and obligations under the Real Property Lease with respect to the Purchaser Leased Space that accrue following the date of such assignment and assumption (any such assignment, novation or assumption pursuant to this Section 5.6(a), the “Direct Lease Resolution”). Purchaser shall have no obligation to effect the Direct Lease Resolution and the Direct Lease Resolution shall not be deemed to have occurred unless and until (A) either (i) The real property demised by tenant under the leases described on Schedule 5.8.1 Real Property Lease and Purchaser or its permitted designee (the “Real Property LeasesAssignee”) constitutes all of the real property leased by the Companies and each Companies’ Subsidiaries (the “Leased Real Property”). With respect to each Real Property Lease, except as set forth on Schedule 5.8.1, neither the Companies, any Companies’ Subsidiaries nor, to the Companies’ knowledge, any of the other counterparties thereto is in material breach or material default under any such Real Property Lease. Each of the Companies and each of the Companies’ Subsidiaries has have entered into a valid leasehold interest in its Leased Real Property free and clear of any Liens other than Permitted Liens. Each partial assignment of the Real Property Leases is Lease with respect to the Purchased Leased Space in full force form reasonably satisfactory to Landlord and effect Purchaser and that includes the terms set forth on Exhibit E attached hereto (the “Partial Assignment”) and the Landlord has consented in all material respects. None of writing to such partial assignment or (ii) Landlord and Assignee have entered into a new direct lease for the Companies nor any of Purchaser Leased Space, in form reasonably satisfactory to Landlord and Purchaser (the Companies’ Subsidiaries “New Lease”), (B) Purchaser has received any written notice within the past twenty-four Lease Estoppel, duly executed by Landlord on or after the day that is thirty (2430) months of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changesdays prior to the First Closing, or other adverse claims affecting assurances reasonably acceptable to Purchaser and Parent, each evidencing that there are no defaults or breaches under the Real Property Lease or other conditions that will adversely affect in any respect Assignee’s right to possess, access or otherwise quietly enjoy the Purchaser Leased Real Property. All licensesSpace and that Assignee will not be responsible for any rights, permits and approvals required for the occupancy and operation obligations or liabilities of Parent or its Affiliates with respect to the Leased Real Property as presently being used other than the Purchaser Leased Space. Notwithstanding the foregoing, or anything to the contrary in this Agreement, Purchaser may, in its sole and absolute discretion, but shall have been obtained and are in full force and effect and none no obligation to, waive receipt of the Companies or any of Lease Estoppel in order to effectuate the Companies’ Subsidiaries has received any written notice of violations in connection with such items. Except as set forth on Schedule 5.8.1, none of the Companies nor any of the Companies’ Subsidiaries has subleased, licensed or otherwise granted anyone the right to use or occupy the Leased Real Property or any portion thereof or collaterally assigned or granted any other security interest in any such lease or interest thereinDirect Lease Resolution.

Leased Real Property. The Schedule 3.7.2 contains an accurate and complete list of all real property demised leases, subleases, real property licenses and other occupancy agreements, including without limitation, any modification, amendment or supplement thereto and any other related document or agreement executed or entered into by the leases described on Schedule 5.8.1 Company, or by IMS Holdco and assigned to the Company pursuant to the Conveyance Document, to which the Company is a party (as lessee, sublessee, lessor, sublessor, licensor or licensee) (each individually, a "Real Property Lease" and collectively, the “"Real Property Leases”"). Each Real Property Lease set forth on Schedule 3.7.2 (or required to be set forth on Schedule 3.7.2) constitutes is valid, binding and in full force and effect; all rents and additional rents and other sums, expenses and charges due thereunder to date on each such Real Property Lease have been paid; and the lessee has been in peaceable possession since the commencement of the real property leased original term of such Real Property Lease and no waiver, indulgence or postponement of the lessee's obligations thereunder has been granted by the Companies lessor. There exists no default or event of default by IMS Holdco or the Company or to the knowledge of the Principals by any other party to any Real Property Lease; and each Companies’ Subsidiaries there exists no occurrence, condition or act (including the “Leased Real Property”). With respect to each purchase of the Purchased Units 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 IMS Holdco or the Company under any Real Property Lease, and there are no outstanding claims of breach or indemnification or notice of default or termination of any Real Property Lease. IMS Holdco held and the Company now holds the leasehold estate on all the Real Property Leases free and clear of all Liens except as set forth on Schedule 5.8.13.7.2. The real property leased by IMS Holdco and/or the Company is in a state of good maintenance and repair (ordinary wear and tear excepted), neither adequate and suitable for the Companiespurposes for which it is presently being used, any Companies’ Subsidiaries nor, and there are no material repair or restoration works likely to the Companies’ knowledge, be required in connection with any of the other counterparties thereto is leased real properties. IMS Holdco was, and the Company now is, in material breach physical possession and actual and exclusive occupation of the whole of each of its leased properties. No environmental claim has been made against IMS Holdco or material default under the Company with respect to any such Real Property Lease. Each of Neither IMS Holdco nor the Companies and each of the Companies’ Subsidiaries has a valid leasehold interest in its Leased Real Property free and clear of Company owes any Liens other than Permitted Liens. Each brokerage commission with respect to any of the Real Property Leases is in full force and effect in all material respects. None of the Companies nor any of the Companies’ Subsidiaries has received any written notice within the past twenty-four (24) months of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Real Property. All licenses, permits and approvals required for the occupancy and operation of the Leased Real Property as presently being used have been obtained and are in full force and effect and none of the Companies or any of the Companies’ Subsidiaries has received any written notice of violations in connection with such items. Except as set forth on Schedule 5.8.1, none of the Companies nor any of the Companies’ Subsidiaries has subleased, licensed or otherwise granted anyone the right to use or occupy the Leased Real Property or any portion thereof or collaterally assigned or granted any other security interest in any such lease or interest thereinLeases.

Leased Real Property. The real property demised by Section 3(i)(i) of the leases described on Disclosure Schedule 5.8.1 (the “Real Property Leases”) constitutes all sets forth a true and complete list and description of the real property leased leased, subleased or licensed by the Companies and each Companies’ Subsidiaries Company, or for which a right to use or occupy real property has been granted to the Company (the “Leased Real Property”). With respect to each Real Property Lease, except as set forth on Schedule 5.8.1, neither the Companies, any Companies’ Subsidiaries nor, to the Companies’ knowledge, any of the other counterparties thereto is in material breach or material default under any such Real Property Lease. Each of the Companies and each of the Companies’ Subsidiaries has a valid leasehold interest in its Leased Real Property free and clear of any Liens other than Permitted Liens. Each of the Real Property Leases is in full force and effect in all material respects. None of the Companies nor any of the Companies’ Subsidiaries has received any written notice within the past twenty-four (24) months of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Real Property. All licenses, permits and approvals required for the occupancy and operation including identification of the Leased Real Property as presently being used have been obtained and are in full force and effect and none of leased, subleased or licensed to the Companies Company by Alon Realty or any of the Companies’ Subsidiaries has received any written notice of violations in connection with such items. Except as set forth on Schedule 5.8.1, none of the Companies nor any of the Companies’ Subsidiaries has subleased, licensed or otherwise granted anyone the for which a right to use or occupy the Leased Real Property has been granted to the Company by Alon Realty (the “Alon Realty Leased Real Property”). Section 3(i)(i) of the Disclosure Schedules also identifies each lease, sublease, license or other Contract or agreement under which the Company leases, subleases, licenses or otherwise uses or occupies the Leased Real Property (including all amendments, modifications, supplements, renewals and extension thereto and guarantees thereof, the “Leases”). Except as set forth on Section 3(i)(i) of the Disclosure Schedule, there are no leases, subleases, options or other agreements relating to or affecting the Leased Real Property to which the Company is a party. The Company is not currently in default of or in violation of any portion thereof of the terms of any Lease. All of the Leases are in full force and effect, valid, and binding on the Company and, to the Knowledge of the Company, on each counterparty thereto, and enforceable in accordance with their respective terms, subject to the Bankruptcy and Equity Exception. The Company has a valid and enforceable leasehold interest under each Lease, but free and clear of all Encumbrances, other than Permitted Encumbrances, and the Company has not, given or collaterally assigned received any written notice of any default (including written notice of any accrued default that is subject only to a notice or granted cure period) under any Lease which remains unresolved, and to the Knowledge of the Company, no other security party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto. To the Knowledge of the Company, no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in a material default or violation of any Lease. The transactions contemplated by this Agreement do not require the consent of or notice to any landlord or other counterparty under any of the Leases. The Company has delivered to the Buyer true, correct and complete copies of all of the Leases. The Company has either paid and discharged, or accrued as a liability in the Financial Statements, all payment obligations with respect to the Leased Real Property and there is no payment amount due or payable other than as set forth as a “current liability” in the Interim Balance Sheet. The Leased Real Property constitute all of the parcels and tracts of land primarily used in the Business. The Company has not assigned, transferred, conveyed, mortgaged, deed in trust, or encumbered its interest in any such lease of the Leased Real Property or interest thereinany of its rights under any Leases.

Leased Real Property. The real property demised by the leases described on Schedule 5.8.1 (the “5.14(b) contains a true, accurate and complete list of all Leased Real Property Leases”) constitutes and all Real Property Leases (including, in the case of the real property leased by the Companies and each Companies’ Subsidiaries (the “Leased Real Property”). With respect to each any oral Real Property Lease, except as set forth on Schedule 5.8.1, neither the Companies, any Companies’ Subsidiaries nor, to the Companies’ knowledge, any a written summary of the material terms thereof and identification of any guarantors or other counterparties thereto is in material breach or material default under any such Real Property Leaseresponsible parties). Each A true, correct and complete copy of the Companies and each of the Companies’ Subsidiaries has a valid leasehold interest in its Leased Real Property free Leases has been made available to Buyer, and clear none of the Real Property Leases has been modified in any Liens other than Permitted Liensrespect, except to the extent that such modifications are disclosed by the copies made available to Buyer and identified on Schedule 5.14(b). Each of the Real Property Leases is in full force and effect in all material respects. None effect, the applicable lessees hold valid and existing leasehold interests thereunder for the term thereof and neither the applicable lessee nor, to the knowledge of the Companies nor Sellers, any other party thereto, is in breach or default thereunder. No applicable lessee has previously assigned its interest in any of the Companies’ Subsidiaries has received any written notice within the past twenty-four (24) months of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Real Property. All licenses, permits and approvals required for the occupancy and operation of the Leased Real Property as presently being used have been obtained and are in full force and effect and none of the Companies or any of the Companies’ Subsidiaries has received any written notice of violations in connection with such itemsLeases. Except as set forth on Schedule 5.8.15.14(b), none of there are no agreements or arrangements with respect to the Companies nor Leased Real Property, including any of the Companies’ Subsidiaries has subleasedleases or tenancy arrangements, licensed written or otherwise granted anyone the oral, which create or confer on any other Person a right to use or occupy all or any part of the Leased Real Property other than the Real Property Leases. The applicable lessee is in compliance in all material respects with all requirements of the Real Property Leases regarding environmental matters. The consummation of the transactions contemplated by the Transaction Documents will not cause a breach of or any portion thereof or collaterally assigned or granted any other security interest result in any such lease default under, or interest therein.require any consent, notice or waiver under, any Real Property Lease. No event or circumstance has occurred or exists which would, either with or without notice or the passage of time or both, constitute a breach or default, or permit the termination, modification or acceleration of rent under, any Real Property Lease. The possession and quiet enjoyment of the Leased Real Property has not been disturbed

Leased Real Property. The real property demised by the leases described on (a) Schedule 5.8.1 (the “Real Property Leases”) constitutes 2.25 sets forth a complete list of all leases, written or oral, of the each parcel of real property leased by Seller (or any Affiliate of Seller) and used in or necessary for the Companies Business as currently conducted (together with all rights, title and each Companies’ Subsidiaries interest of Seller in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents in connection therewith) (the “Leased Real Property”). With respect to each Real Property Lease, except as set forth on Schedule 5.8.1, neither including the Companies, any Companies’ Subsidiaries nor, to the Companies’ knowledge, any name of the lessor and lessee, the address of each parcel of real property leased thereunder, and all subleases, licenses and other counterparties agreements with respect thereto is in material breach or material default under any such Real Property (individually, a “Lease” and collectively, the “Leases”). Each of the Companies and each of the Companies’ Subsidiaries Seller has a valid leasehold interest in its Leased Real Property free and clear of any Liens other than Permitted Liens. Each of the Real Property Leases is in full force and effect in all material respects. None of the Companies nor any of the Companies’ Subsidiaries has received any written notice within the past twenty-four (24) months of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Real Property. All licenses, permits and approvals required for the occupancy and operation of the Leased Real Property as presently being used have been obtained and are in full force and effect and none of the Companies or any of the Companies’ Subsidiaries has received any written notice of violations in connection with such items. Except as set forth on Schedule 5.8.1, none of the Companies nor any of the Companies’ Subsidiaries has not subleased, licensed or otherwise granted anyone the any right to use or occupy the Leased Real Property under any Lease or any portion thereof on the Leased Property. All structures, improvements, fixtures, building systems and equipment, and all components thereof, are in good operating condition and are fit for the use intended. Each of the Leases is in full force and effect and constitutes a valid and binding agreement of Seller and the other parties thereto in accordance with their respective terms. Neither Seller nor any other party to a Lease is in default under any Lease, nor has Seller or any other party to a Lease received notice (written or oral) of the current existence of any event which with notice or lapse of time or both would constitute a default under such Lease by a Seller or by the other parties thereto, and no such event currently exists. Seller has not received notice (written or oral) that any party to any of the Leases intends to cancel, terminate or refuse to renew the same or to exercise or decline to exercise any option or other right thereunder. As of the date hereof, no party to the Leases has repudiated any provision thereof. All Leased Real Property and all improvements located thereon are in material compliance with all applicable Laws, and Seller has not received notice (written or oral) of any currently threatened or pending Actions in effect as to the Leases or the Leased Real Property, and to the Knowledge of Seller, no Action is currently in effect or threatened with respect to the Leases or the Leased Real Property, including without limitation, any condemnation or similar proceeding, special assessment or change in zoning. Seller has not granted or suffered to exist any Encumbrance in any Lease or affecting any Leased Real Property. All facilities leased or subleased under a Lease have received all governmental permits required in connection with the operation thereof and have been operated and maintained in accordance with applicable Laws. All facilities leased or subleased under a Lease are supplied with utilities and other services sufficient for the operation of said facilities as such facilities are presently operated. Seller has made available to Purchaser true, correct and complete copies of all Leases, tenant estoppels, subordination non-disturbance agreements, title insurance policies and surveys, and any and all amendments, modifications or extensions thereof, relating to or affecting the Leased Real Property to the extent the foregoing are in the Seller’s possession or control. Seller is not a party to, nor is obligated under any option, right of first refusal or other contractual right to sell, grant, dispose of or lease any of the Leased Real Property or any portion thereof or collaterally assigned interest therein to any Person other than Purchaser. There are no consents necessary to assign any Lease to Purchaser and such assignment shall not trigger any recapture right, termination right or granted similar right of a landlord under any other security interest in any such lease or interest thereinLease.

Leased Real Property. The real property demised by Section 5.20(b) of the leases described on Schedule 5.8.1 (the “Acquirer Disclosure Schedules sets forth a true and complete list of all Acquirer Leased Real Property Leases”) constitutes and all Acquirer Real Property Leases (including street addresses, the date thereof and legal names of the real property leased by parties thereto, to the Companies and each Companies’ Subsidiaries (the “extent such information exists for such Acquirer Leased Real Property”)) pursuant to which any Acquirer Group Member is a tenant or landlord as of the date of this Agreement. With respect to each True and complete copies of all such Acquirer Real Property Lease, except as set forth on Schedule 5.8.1, neither the Companies, any Companies’ Subsidiaries nor, Leases have been made available to the Companies’ knowledge, any of Company. Acquirer or the other counterparties thereto is in material breach or material default under any such Real Property Lease. Each of the Companies and each of the Companies’ Subsidiaries applicable Subsidiary has a good, valid and enforceable leasehold interest in its each Acquirer Leased Real Property free and clear of any Liens other than all Liens, except for Permitted Liens. Each The relevant Acquirer Group Member’s possession and quiet enjoyment of the Acquirer Leased Real Property Leases is under each Acquirer Real Property Lease has not been disturbed and there are no material disputes with respect to such Acquirer Leased Real Property. To Acquirer’s knowledge, no event has occurred or circumstance exists that, with the delivery of notice, passage of time or both, would constitute a breach or default under or permit the termination or modification of, or acceleration of rent under, such Acquirer Real Property Lease. Each Acquirer Group Member has performed all material obligations required to be performed by it under any Acquirer Real Property Lease, and no Acquirer Group Member has the present expectation or intention of not fully performing on a timely basis all material obligations required to be performed by such Acquirer Group Member under any Acquirer Real Property Lease. The Transactions, this Agreement and any Ancillary Document to be delivered at or before Closing do not require the consent of any other party relating to the Acquirer Leased Real Property, including from landlords under an Acquirer Real Property Lease, whether as a deemed “assignment” or otherwise, will not result in a breach of or default under any Acquirer Real Property Lease, will not give rise to any termination or recapture rights, and will not otherwise cause any such Acquirer Real Property Lease to cease to be legal, valid, binding, enforceable and in full force and effect in all material respectson identical terms following the Closing. None of the Companies nor any of the Companies’ Subsidiaries has received any written notice within the past twenty-four (24) months of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Real Property. All licenses, permits and approvals required for the occupancy and operation of the Leased Real Property as presently being used have been obtained and are in full force and effect and none of the Companies or any of the Companies’ Subsidiaries has received any written notice of violations in connection with such items. Except as set forth on Schedule 5.8.1, none of the Companies nor any of the Companies’ Subsidiaries No Acquirer Group Member has subleased, licensed or otherwise granted anyone any Person the right to use or occupy the such Acquirer Leased Real Property or any portion thereof or and no Acquirer Group Member has collaterally assigned or granted any other security interest in such Acquirer Real Property Lease or any such lease or interest therein.

Leased Real Property. The real property demised by the leases described on Schedule 5.8.1 (the “Real Property Leases”4.02(a) constitutes all of the Seller Disclosure Schedules sets forth a complete list of each Lease for material real property leased by to the Companies Sellers and each Companies’ Subsidiaries used in the operation of the Business that constitutes an Assigned Contract (the “Leased Real Property”, which term shall also include the master lease to which the Jacksonville Warehouse Sublease will be subject, notwithstanding that such master lease is not set forth on such Schedule). With respect The Sellers have made available to each the Purchaser true, correct and complete copies of all written Leases for the Leased Real Property. The Sellers are the lessees of the Leased Real Property indicated on Schedule 4.02(a) of the Seller Disclosure Schedules and the premises leased under the master lease to which the Jacksonville Warehouse will be subject and are in possession and occupancy of the Leased Real Property purported to be leased, and each such Lease is in full force and effect as the valid obligation of the applicable lessee and, to the Knowledge of the Sellers, the applicable lessor, without any material default (or event that, with the giving of notice or passage of time, could mature into a material default) by such lessee existing thereunder, or, to the Knowledge of the Sellers, by the applicable lessor and the Sellers and their Affiliates have not received any written notice alleging the existence of a default under any Lease. No Lease for Leased Real Property has been assigned by a Seller and no portion of any Leased Real Property has been subleased (except for the subleases to the Purchaser or the Purchaser’s Affiliates contemplated by this Agreement). No Seller nor any Affiliate thereof has created any Liens (other than Permitted Liens or Liens set forth in any applicable Lease for Leased Real Property) on its leasehold interest in any Leased Real Property. No Seller nor any Affiliate thereof is subject to any contractual requirement to purchase, acquire, sell or dispose of any Leased Real Property, and, except as set forth on Schedule 5.8.1, neither the Companies, any Companies’ Subsidiaries nor, to the Companies’ knowledge, any 4.02(b) of the Seller Disclosure Schedules, no provision of any Lease or of any note, bond, mortgage, indenture, deed of trust or other counterparties thereto contract to which any Seller or any Affiliate thereof is in material breach or material default under a party affecting any such Real Property Lease. Each of the Companies and each of the Companies’ Subsidiaries has a valid leasehold interest in its Leased Real Property free and clear requires the consent or approval of any Liens other than Permitted Liens. Each of the Real Property Leases is in full force and effect in all material respects. None of the Companies nor any of the Companies’ Subsidiaries has received any written notice within the past twenty-four (24) months of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Real Property. All licenses, permits and approvals required Person for the occupancy and operation of Transaction (including, without limitation, for the Leased Real Property as presently being used have been obtained and are in full force and effect and none of the Companies or any of the Companies’ Subsidiaries has received any written notice of violations in connection with such items. Except as set forth on Schedule 5.8.1, none of the Companies nor any of the Companies’ Subsidiaries has subleased, licensed or otherwise granted anyone the right to use or occupy the Leased Real Property or any portion thereof or collaterally assigned or granted any other security interest in any such lease or interest thereinsubleases contemplated by this Agreement).

Leased Real Property. The Schedule 5.2(l) sets forth a true, correct and complete list as of June 30, 2005 of all Material Leases of real property demised by the leases described on Schedule 5.8.1 (the “Real Property Leases”) constitutes all of the real property leased by the Companies and each Companies’ Subsidiaries to which any GMACCH Company is a party as a tenant or subtenant (the “Leased Real Property”). With respect True, correct and complete copies of all Material Leases and all amendments, modifications and supplemental agreements thereto, and all subleases in the possession of the Company, Seller or Parent relating to each the Leased Real Property have previously been made available by the Company to Investor. Each of the GMACCH Companies has in all material respects performed, or is now performing in all material respects, its obligations under, and is not in default under (and would not by the lapse of time and/or the giving of notice be in default), nor has it received notice of default or notice of termination in respect of, any Material Lease in respect of Leased Real Property. To the knowledge of Parent and Seller, (i) no third party is in material default under or has breached in any material respect any Material Lease in respect of Leased Real Property, and (ii) no event has occurred and is continuing that, with notice or the passage of time or both, would constitute a material default, violation or breach in any respect under any Material Lease in respect of Leased Real Property, to the knowledge of Parent and Seller, by any third party. Each Material Lease is a legal, binding and enforceable obligation of or against one or more GMACCH Company in accordance with the terms of such Material Lease, except as set forth on Schedule 5.8.1may be limited by bankruptcy, neither insolvency, reorganization, moratorium or other similar laws affecting the Companies, any Companiesenforcement of creditors’ Subsidiaries nor, rights in general and subject to the Companies’ knowledge, any general principles of the other counterparties thereto equity (regardless of whether such enforceability is considered in material breach a proceeding in equity or material default under any such Real Property Leaseat law). Each Material Lease in respect of the Companies and each of the Companies’ Subsidiaries has a valid leasehold interest in its Leased Real Property free and clear of any Liens other than Permitted Liens. Each of grants the Real Property Leases is in full force and effect in all material respects. None of the Companies nor any of the Companies’ Subsidiaries has received any written notice within the past twenty-four (24) months of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Real Property. All licenses, permits and approvals required for the occupancy and operation of the Leased Real Property as presently being used have been obtained and are in full force and effect and none of the Companies or any of the Companies’ Subsidiaries has received any written notice of violations in connection with such items. Except as set forth on Schedule 5.8.1, none of the Companies nor any of the Companies’ Subsidiaries has subleased, licensed or otherwise granted anyone relevant GMACCH Company the right to use or and occupy the Leased Real Property or thereunder. Each GMACCH Company has good and valid leasehold estate granted by each Material Lease in respect of Leased Real Property to which it is a party, free and clear of all Liens, other than Permitted Exceptions. Each GMACCH Company enjoys peaceful and undisturbed possession in all material respects under its respective Material Leases. No GMACCH Company has sublet to any third party any portion thereof or collaterally assigned or granted of any other security interest in any such lease or interest thereinLeased Real Property.

Leased Real Property. The All real property demised used by Seller in the leases described on Schedule 5.8.1 (the “Real Property Leases”) constitutes all Division as of the real property Financial Statement Date is leased by pursuant to a written agreement (collectively, the Companies and each Companies’ Subsidiaries (the “"Leased Real Property”). With respect to each Real Property Lease, except as set forth on Schedule 5.8.1, neither ") and is reflected in the Companies, any Companies’ Subsidiaries nor, Financial Statements in accordance with and to the Companies’ knowledge, any of the other counterparties thereto is in material breach or material default under any such Real Property Leaseextent required by GAAP. Each of the Companies Seller has legal and each of the Companies’ Subsidiaries has a valid leasehold interest in its Leased Real Property free and clear of any Liens other than Permitted Liens. Each of the Real Property Leases is in full force and effect in title to all material respects. None of the Companies nor any of the Companies’ Subsidiaries has received any written notice within the past twenty-four (24) months of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Real Property. All licenses, permits and approvals required for the occupancy and operation Leases that are part of the Leased Real Property as presently being used have been obtained and Acquired Assets are in full force and effect effect, and none valid and enforceable in accordance with their respective terms. Seller has not received any notice of any, and there exists no event of default or event that constitutes or would constitute (with notice or lapse of time or both) a default by Seller or, to Seller’s Knowledge, any other Party to any Lease or which would permit termination, modification or acceleration under such Lease. All rent and other amounts due and payable with respect to the Leases that are part of the Companies or any Acquired Assets have been paid through the date of this Agreement and all rent and other amounts due and payable with respect to the Leases that are part of the Companies’ Subsidiaries Acquired Assets that are due and payable on or prior to the Closing Date will have been paid prior to the Closing Date. Seller has not received any written notice that the landlord with respect to any Lease that is part of violations in connection with the Acquired Assets would refuse to renew such items. Except Lease upon expiration of the period thereof upon substantially the same terms, except as otherwise expressly set forth on Schedule 5.8.1, none of in such Lease. Each Lease grants Seller the Companies nor any of the Companies’ Subsidiaries has subleased, licensed or otherwise granted anyone the exclusive right to use and occupy the premises demised thereunder, subject to the terms of the applicable Lease. No Lease has been assigned, mortgaged, hypothecated or occupy otherwise encumbered by Seller or to the Knowledge of Seller, any other party thereto. Seller has not received notice of any pending, proposed or threatened condemnation, expropriation or other proceedings in eminent domain, litigation, administrative actions or other proceedings relating to any Leased Real Property and there is no Lien (except for Permitted Liens or Liens to be released at Closing), Claim or Order outstanding, pending or threatened relating to the use, occupancy or operation of any Leased Real Property. Prior to the date hereof, Seller has delivered, or caused to be delivered, to Purchaser true, correct and complete copies of all Leases and other material documents relating to or affecting the Leased Real Property in the possession or any portion thereof or collaterally assigned or granted any other security interest in any such lease or interest thereincontrol of Seller.

Leased Real Property. The Section 3.18(b) of the Company Disclosure Schedules sets forth a true and complete list (including street addresses) of all real property demised leased, subleased, licensed or similarly used or occupied by the leases described on Schedule 5.8.1 (the “Real Property Leases”) constitutes all any of the real property leased by the Group Companies and each Companies’ Subsidiaries (the “Leased Real Property”). With respect to each ) and all Real Property Lease, except Leases pursuant to which any Group Company is a tenant or landlord as set forth on Schedule 5.8.1, neither the Companies, any Companies’ Subsidiaries nor, to the Companies’ knowledge, any of the other counterparties thereto is in material breach or material default under any date of this Agreement. True and complete copies of all such Real Property LeaseLeases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) have been made available to ACT. Each of the Companies and each of the Companies’ Subsidiaries has a valid leasehold interest in its Leased Real Property free and clear of any Liens other than Permitted Liens. Each of the Real Property Leases Lease is in full force and effect in all material respects. None and is a valid, legal and binding obligation of the Companies nor applicable Group Company party thereto, enforceable in accordance with its terms against such Group Company and, to the Company’s knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by any Group Company or, to the Company’s knowledge, any counterparty under any Real Property Lease, and, to the Company’s knowledge, no event has occurred which (with or without notice or lapse of the time or both) would constitute a material breach or default under any Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. The Group Companies’ Subsidiaries has received any written notice within the past twenty-four (24) months of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Real Property. All licenses, permits possession and approvals required for the occupancy and operation quiet enjoyment of the Leased Real Property as presently being used have under any Real Property Lease has not been obtained materially disturbed, and to the Company’s knowledge, there are in full force and effect and none of the Companies or no material disputes with respect to any of the Companies’ Subsidiaries has received any written notice of violations in connection with such itemsReal Property Lease. Except as set forth on Schedule 5.8.1Section 3.18(b) of the Company Disclosure Schedules, none of the Group Companies nor any of the Companies’ Subsidiaries has have (i) subleased, licensed or otherwise granted anyone any Person the right to use or occupy the any Leased Real Property or any portion thereof or (ii) collaterally assigned or granted any other security interest in any such lease Real Property Lease or any interest therein. The Leased Real Property comprises all of the real property used by the Group Companies in in the Group Companies’ businesses.

Leased Real Property. The Assets do not include any owned real property. Schedule 3.4 sets forth a list of all real property demised by the leases described on Schedule 5.8.1 (the “Real Property Leases”) constitutes all of the real property leased by the Companies and each Companies’ Subsidiaries in which Seller has a leasehold interest (the “Leased Real Property”, with the leases or other Contracts evidencing such interests, and any amendments or modifications thereto or restatements thereof, being referred to as the “Real Property Leases”). With respect to each Seller has provided Buyer with complete and accurate copies of all Real Property LeaseLeases. The Real Property Leases are in good standing and are valid, binding and enforceable in accordance with their respective terms and no party to any Real Property Lease has given Seller notice (whether written or oral) of, or made a claim with respect to, any breach or default thereunder. None of the Leased Real Property is subject to any assignment, sublease or grant to any Person of any license or right to the use, occupancy or enjoyment of the property or any portion thereof except that Crosscutting Concepts, LLC occupies 2,200 square feet of the Leased Real Property located on floor 2 of 1000 Xxxxxxxx Xxxxxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxxx Xxxxxxxx 00000, which sublease or occupation is in compliance with and will not (with or without notice or lapse of time) result in a violation of the Real Property Leases, except as set forth on Schedule 5.8.1, neither the Companies, any Companies’ Subsidiaries nor, to the Companies’ knowledge, any of the other counterparties thereto is in material breach or material default under any such Real Property Lease3.4. Each of the Companies and each of the Companies’ Subsidiaries has a valid leasehold interest in its The Leased Real Property free and clear of is not subject to any Liens lien or Encumbrances (other than Permitted Liensthe lien, if any, of current property Taxes and assessments not in default and other than as expressly provided for in the Real Property Leases). Each of The Leased Real Property is not subject to any use restrictions, exceptions, reservations or limitations which in any respect interfere with or impair the present and continued use thereof in the Business. Seller has paid on or prior to the date hereof (after giving effect to the Closing) to the applicable landlord all rentals and other amounts due and payable under the Real Property Leases is in full force and effect in all material respects. None as of the Companies nor any Closing. Seller has paid on or prior to the date hereof (after giving effect to the Closing) all required impositions under the Real Property Leases (e.g., Taxes, insurance, operating expense) up through and including the day of Closing to the extent the same were due and payable by or as of the Companies’ Subsidiaries has received any written notice within Closing Date. There are no unpaid claims for labor or services done to or upon or materials furnished for the past twenty-four (24) months Leased Real Property in respect of which liens or Encumbrances have been or may be filed and there is no judgment or Order of any pending court or threatened condemnations, planned public improvements, annexation, special assessments, zoning Governmental Body that is or subdivision changes, may become a lien or other adverse claims affecting Encumbrance on the Leased Real Property. All licenses, permits and approvals required for the occupancy and operation There are no pending or threatened condemnation or other Proceedings or claims relating to any of the Leased Real Property as presently being used have been obtained and are in full force and effect and none of the Companies or any of the Companies’ Subsidiaries has received any written notice of violations in connection with such items. Except as set forth on Schedule 5.8.1, none of the Companies nor any of the Companies’ Subsidiaries has subleased, licensed or otherwise granted anyone the right to use or occupy the Leased Real Property or any portion thereof or collaterally assigned or granted any other security interest in any such lease or interest thereinProperty.

Leased Real Property. The real property demised by Seller has made available to the leases described on Schedule 5.8.1 (Purchaser a true and complete copy of each Lease included in the “Real Property Leases”) constitutes all Acquired Assets. Each such Lease is legal, valid, binding, enforceable and in full force and effect. Except for the consent of the real property leased by landlord to the Companies and each Companies’ Subsidiaries (Warehouse Sublease, consent of the “Leased Real Property”). With respect landlord to each Real Property the San Jose Office Lease, except as set forth on Schedule 5.8.1, neither the Companies, any Companies’ Subsidiaries nor, consent ox xxe landlord to the Companies’ knowledgeNorcross Office Sublease, any and the consent of the other counterparties thereto is in material breach or material default under any such Real Property Lease. Each mortgagee of the Companies and each of Tampa Bay Premises to the Companies’ Subsidiaries has a valid leasehold interest in its Leased Real Property free and clear Lease thereof contemplated hereby, the transactions contemplated by this Agreement do not require the consent of any Liens other than Permitted Liens. Each party to such Lease except for such consents as have been obtained, will not result in a breach of the Real Property Leases is or Default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect in all material respectson identical terms following the Closing. None To the Knowledge of the Companies Seller, neither the Seller nor any other party to such Lease is in breach or Default under such Lease, and, to the Seller's Knowledge, no event has occurred or circumstance exists which, with the delivery of notice, the Companies’ Subsidiaries has received any written notice within the past twenty-four (24) months passage of any pending time or threatened condemnationsboth, planned public improvements, annexation, special assessments, zoning would constitute such a breach or subdivision changesDefault, or permit the termination, modification or acceleration of rent under such Lease. To the Seller's 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. The Seller does not owe and will not owe in the future, any brokerage commissions or finder's fees with respect to any such Lease. The other adverse claims affecting party to any such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Leased Real PropertySeller. All licenses, permits and approvals required for the occupancy and operation of the Leased Real Property as presently being used have been obtained and are in full force and effect and none of the Companies or any of the Companies’ Subsidiaries The Seller has received any written notice of violations in connection with such items. Except as set forth on Schedule 5.8.1, none of the Companies nor any of the Companies’ Subsidiaries has not subleased, licensed or otherwise granted anyone any Person the right to use or occupy the such Leased Real Property or any portion thereof or thereof. The Seller has not collaterally assigned or granted any other security interest in such Lease or any such lease or interest therein. Seller enjoys peaceful and undisputed possession under such Lease.

Leased Real Property. (i) The real property demised leased by the leases described on Schedule 5.8.1 (the “Real Property Leases”) constitutes all of Seller Entities in San Diego, California and the real property leased by the Companies and each Companies’ Subsidiaries ABON dormitory facility is identified on Schedule 4.3(b)(i) (the “Leased Real Property”). With respect to each All leases, subleases and other occupancy agreements including all amendments, supplements, extensions and other modifications of such documents of Leased Real Property Lease, except as set forth (the “Leases”) by the Seller Entities are identified on Schedule 5.8.14.3(b)(i), neither the Companies, any Companies’ Subsidiaries nor, and true and complete copies thereof have been delivered to the Companies’ knowledge, any of the other counterparties thereto is in material breach or material default under any such Real Property LeaseBuyer. Each of said Leases has been duly authorized and executed by the Companies parties thereto and each of the Companies’ Subsidiaries has a valid leasehold interest in its Leased Real Property free and clear of any Liens other than Permitted Liens. Each of the Real Property Leases is in full force and effect effect. The Seller Entities are not in all default of any material respects. None provision under any of said Leases, and to the knowledge of the Companies nor Seller Entities no event has occurred which, with notice or the passage of time, or both, would give rise to such a default. To the knowledge of the Seller Entities, there is no pending, contemplated or threatened condemnation of any of the Companies’ Subsidiaries has received respective parcels of Leased Real Property or any written notice within the past twenty-four (24) months part thereof. The Seller Entities have a good and valid leasehold interest in and to all of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Real Property, free from all Liens, encroachments, encumbrances or other defects in title, except as described on Schedule 4.3(b)(i). All licensesThere are no parties in possession or, permits and approvals required for to the occupancy and operation knowledge of the Seller Entities, parties having any current or future right to occupy any of the Leased Real Property as presently being used during the term of any Lease regarding such Leased Real Property. To the knowledge of the Seller Entities (i) the Leased Real Property conforms in all material respects to all applicable building, zoning and other Laws, ordinances, rules and regulations, (ii) all licenses and other approvals necessary to the current occupancy and use of the Leased Real Property have been obtained and are in full force and effect effect, and none there have been no violations thereof that individually or in the aggregate have had or reasonably would be expected to have a Material Adverse Effect and (iii) there exists no material breach or violation of the Companies any covenant, condition, restriction, easement, agreement or order affecting any portion of the Companies’ Subsidiaries has received any written notice of violations in connection with such items. Except as set forth on Schedule 5.8.1, none of the Companies nor any of the Companies’ Subsidiaries has subleased, licensed or otherwise granted anyone the right to use or occupy the Leased Real Property or any portion thereof or collaterally assigned or granted any other security interest in any such lease or interest thereinProperty.

Leased Real Property. The Schedule 3.2.11 contains an accurate and complete list of all real property demised leases, subleases, real property licenses and other occupancy agreements, including without limitation, any modification, amendment or supplement thereto and any other related document or agreement executed or entered into by the leases described on Schedule 5.8.1 CLP, or by Cap C LP in relation to the Cap C Business and assigned to the CLP pursuant to the Conveyance Documents, to which the CLP is a party (as lessee, sublessee, lessor, sublessor, licensor or licensee) (each individually, a "Real Property Lease" and collectively, the “"Real Property Leases”) constitutes "). Each Real Property Lease is valid, binding and in full force and effect; all rents and additional rents and other sums, expenses and charges due thereunder to date on each Real Property Lease have been paid; and the lessee has been in peaceable possession since the commencement of the real property leased original term of each Real Property Lease and no waiver, indulgence or postponement of the lessee's obligations thereunder has been granted by the Companies lessor. There exists no default or event of default by Cap C LP or the CLP or to the knowledge of Newport or the Cap C Principals by any other party to any Real Property Lease; and each Companies’ Subsidiaries there exists no occurrence, condition or act (including the “Leased Real Property”). With respect to each purchase of the Purchased Units 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 Cap C LP or the CLP under any Real Property Lease, and there are no outstanding claims of breach or indemnification or notice of default or termination of any Real Property Lease. Cap C LP held and the CLP now holds the leasehold estate on all the Real Property Leases free and clear of all Liens except as set forth on Schedule 5.8.13.2.11. The real property leased by Cap C LP and/or the CLP is in a state of good maintenance and repair (ordinary wear and tear excepted), neither adequate and suitable for the Companiespurposes for which it is presently being used, any Companies’ Subsidiaries nor, and there are no material repair or restoration works likely to the Companies’ knowledge, be required in connection with any of the other counterparties thereto is leased real properties. Cap C LP was, and the CLP now is, in material breach physical possession and actual and exclusive occupation of the whole of each of its leased properties. No environmental claim has been made against Cap C LP or material default under the CLP with respect to any such Real Property Lease. Each of Neither Cap C LP nor the Companies and each of the Companies’ Subsidiaries has a valid leasehold interest in its Leased Real Property free and clear of CLP owes any Liens other than Permitted Liens. Each brokerage commission with respect to any of the Real Property Leases is in full force and effect in all material respects. None of the Companies nor any of the Companies’ Subsidiaries has received any written notice within the past twenty-four (24) months of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Real Property. All licenses, permits and approvals required for the occupancy and operation of the Leased Real Property as presently being used have been obtained and are in full force and effect and none of the Companies or any of the Companies’ Subsidiaries has received any written notice of violations in connection with such items. Except as set forth on Schedule 5.8.1, none of the Companies nor any of the Companies’ Subsidiaries has subleased, licensed or otherwise granted anyone the right to use or occupy the Leased Real Property or any portion thereof or collaterally assigned or granted any other security interest in any such lease or interest thereinLeases.

Leased Real Property. The real property demised by Seller has made available to the leases described on Schedule 5.8.1 (Purchaser a true and complete copy of each Lease included in the “Real Property Leases”) constitutes all Acquired Assets. Each such Lease is legal, valid, binding, enforceable and in full force and effect. Except for the consent of the real property leased by landlord to the Companies and each Companies’ Subsidiaries (Warehouse Sublease, consent of the “Leased Real Property”). With respect landlord to each Real Property the San Xxxx Office Lease, except as set forth on Schedule 5.8.1, neither consent of the Companies, any Companies’ Subsidiaries nor, landlord to the Companies’ knowledgeNorcross Office Sublease, any and the consent of the other counterparties thereto is in material breach or material default under any such Real Property Lease. Each mortgagee of the Companies and each of Tampa Bay Premises to the Companies’ Subsidiaries has a valid leasehold interest in its Leased Real Property free and clear Lease thereof contemplated hereby, the transactions contemplated by this Agreement do not require the consent of any Liens other than Permitted Liens. Each party to such Lease except for such consents as have been obtained, will not result in a breach of the Real Property Leases is or Default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect in all material respectson identical terms following the Closing. None To the Knowledge of the Companies Seller, neither the Seller nor any other party to such Lease is in breach or Default under such Lease, and, to the Seller's Knowledge, no event has occurred or circumstance exists which, with the delivery of notice, the Companies’ Subsidiaries has received any written notice within the past twenty-four (24) months passage of any pending time or threatened condemnationsboth, planned public improvements, annexation, special assessments, zoning would constitute such a breach or subdivision changesDefault, or permit the termination, modification or acceleration of rent under such Lease. To the Seller's 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. The Seller does not owe and will not owe in the future, any brokerage commissions or finder's fees with respect to any such Lease. The other adverse claims affecting party to any such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Leased Real PropertySeller. All licenses, permits and approvals required for the occupancy and operation of the Leased Real Property as presently being used have been obtained and are in full force and effect and none of the Companies or any of the Companies’ Subsidiaries The Seller has received any written notice of violations in connection with such items. Except as set forth on Schedule 5.8.1, none of the Companies nor any of the Companies’ Subsidiaries has not subleased, licensed or otherwise granted anyone any Person the right to use or occupy the such Leased Real Property or any portion thereof or thereof. The Seller has not collaterally assigned or granted any other security interest in such Lease or any such lease or interest therein. Seller enjoys peaceful and undisputed possession under such Lease.

Leased Real Property. The Schedule2.1(m) lists all real property demised or related premises currently leased or subleased by Seller, and sets forth the leases described on Schedule 5.8.1 (the “Real Property Leases”) constitutes all name of the real property leased by landlord (or sublandlord, as applicable) and the Companies street address and each Companies’ Subsidiaries (unit number of the “Leased Real Property”). With True, correct and complete copies of all leases, subleases, licenses or other agreements (and all amendments, supplements or modifications to each such instrument) with respect to each the Leased Real Property Lease(collectively, except as set forth on Schedule 5.8.1, neither the Companies, any Companies’ Subsidiaries nor, “Lease Documents”) have been made available to the Companies’ knowledge, any of the other counterparties thereto is in material breach or material default under any such Real Property LeaseBuyer. Each of the Companies and each of the Companies’ Subsidiaries The Seller has a valid and enforceable leasehold interest in its all Leased Real Property Property, in each case free and clear of any Liens all Liens, other than Permitted Liens. Each The Leased Real Property constitutes all real property interests of any nature whatsoever used or held for use in the operation of the Seller’s business as currently conducted. The Seller is not subject to any governmental decree or Order to be sold or is being condemned, expropriated or otherwise taken by any Governmental Authority and, to the Knowledge of Seller, no such condemnation, expropriation or taking has been proposed or is contemplated. All Taxes required to be paid (including real and personal property Taxes and assessments and all special assessments, if any) pertaining to the Leased Real Property Leases is have been, and will continue to be, paid in full force on or before the date that such Taxes fall due, and effect in all material respectsthere are no currently existing delinquencies with respect thereto. None of the Companies nor any of the Companies’ Subsidiaries Seller has not received any written notice within the past twenty-four (24) months of any pending proposed local improvement charges or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting levies with respect to the Leased Real Property. All licensesThe Leased Real Property is supplied with utilities (including water, permits sewage, disposal, electricity, gas and approvals required telephone) and other services necessary for the occupancy operation of such Leased Real Property as currently operated. All buildings, structures and operation appurtenances comprising any part of the Leased Real Property as presently that are currently being used in the conduct of Seller’s business are in satisfactory condition and have been obtained well maintained, normal wear and are in full force and effect and none of the Companies or any of the Companies’ Subsidiaries has received any written notice of violations in connection with such items. Except as set forth on Schedule 5.8.1, none of the Companies nor any of the Companies’ Subsidiaries has subleased, licensed or otherwise granted anyone the right to use or occupy the Leased Real Property or any portion thereof or collaterally assigned or granted any other security interest in any such lease or interest thereintear excepted.

Leased Real Property. The real property demised by the leases Property Leases described on in Schedule 5.8.1 (the “Real Property Leases”) constitutes 3.10.2 attached hereto cover all of the real property estate leased by the Companies and each Companies’ Subsidiaries (the “Leased Real Property”)Seller for which any individual premises requires annual rental payments in excess of $10,000. With The Assumed Security Deposit with respect to the Assumed Lease is $0, and the Assumed Security Deposit has not been decreased or drawn down. The Seller is the current lessee under each Real Property Lease, except as set forth on Schedule 5.8.1, neither the Companies, any Companies’ Subsidiaries nor, to the Companies’ knowledge, any of the other counterparties thereto is in material breach or material default under any such Real Property LeaseLeases. A true and complete copy of each of the Property Leases has been furnished to Purchaser. Each of the Companies and each of the Companies’ Subsidiaries has a valid leasehold interest in its Leased Real Property free and clear of any Liens other than Permitted Liens. Each of the Real Property Leases is in full force and effect in all material respects. None respects and the Seller holds a valid and existing leasehold interest under each of the Companies nor any of the Companies’ Subsidiaries has received any written notice within the past twenty-four (24) months of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Real Property. All licenses, permits and approvals required for the occupancy and operation of the Leased Real such Property as presently being used have been obtained and are in full force and effect and none of the Companies or any of the Companies’ Subsidiaries has received any written notice of violations in connection with such itemsLeases. Except as set forth on in Schedule 5.8.13.10.2, none the Seller is not in default, and no circumstances exist which would result in such default (including upon the giving of notice or the passage of time, or both), under any of such Property Leases. To the Knowledge of the Companies nor Seller, no lessor under any such lease is in default under any of such leases in its duties to the lessee. The Seller has not assigned, transferred, conveyed, subjected to a Security Interest, or otherwise encumbered any interest in any of the Companies’ Subsidiaries has subleased, licensed Property Leases. All Property Leases are in the name of the Seller as the tenant thereunder. There is no real estate which is used by the Seller or otherwise granted anyone required in the right conduct of its business which is not the subject of a Property Lease. Except as set forth in Schedule 3.10.2, no notices of default have been received from any of the landlords under the Property Leases and no notices of violations have been received from governmental agencies or insurance companies with regard to use or occupy any of the Leased Real Property Leases or any portion thereof of the property covered thereby. The Seller is legally in possession of all space presently occupied by it, and has not sublet or collaterally assigned or same, nor granted any rights therein to any other security interest party, nor does the Seller share any of the leased space with any other party. Adequate means of ingress and egress exist to and from the premises demised pursuant to each Property Lease. The fixed rent due under each Property Lease has been paid through the current month. All charges which have been billed to the Seller for gas, electricity, light, heat, power, sewage, garbage and telephone and/or other utility services used, rented or supplied upon or in any such lease or interest thereinconnection with the leased premises have been paid.

Leased Real Property. The Section 3.9(c) of the Company Disclosure Schedule sets forth a correct and complete list of all real property demised leased, licensed, or otherwise used or occupied (but not owned) at Closing by the leases described on Schedule 5.8.1 Company (the “Real Property Leases”) constitutes all of the real property leased by the Companies and each Companies’ Subsidiaries (collectively, the “Leased Real Property”). With respect to each ) under any lease, sublease, license, concession, or other agreement allowing for occupancy of the Leased Real Property (each, a “Real Property Lease”). The Company has a valid and subsisting leasehold interest in its Leased Real Property, except as set forth on Schedule 5.8.1in each case free and clear of all Encumbrances, neither other than the CompaniesReal Estate Encumbrances. All such Real Property Leases are in full force and effect, and there are no existing breaches or defaults by, or any Companies’ Subsidiaries norevents that with or without the passage of time or the giving of notice, or both, would constitute a breach, default, or an event of default by, the Company under any Real Property Lease to the Companies’ knowledge, which it is a party by any of the other counterparties thereto is in material breach or material default under party to any such Real Property Lease. Each To the knowledge of the Companies Company, no event has occurred, and each no circumstances or condition exists or has threatened to exist that would prevent the Business, and the Company in its operation of the Companies’ Subsidiaries has a valid leasehold interest in Business after the Closing Date, from enforcing its rights with respect to Leased Real Property free after the Closing to the same full extent the Company could if the Contemplated Transactions did not occur. The operations of the Company on the Leased Real Property do not violate any applicable Law. All material certificates of occupancy, permits, licenses, approvals and clear other authorizations required to be held by the Company in connection with the past and present operations of any Liens other than Permitted Liensthe Company and the Business on the Leased Real Property have been lawfully issued to the Company and are, as of the date of this Agreement in full force and effect. Each The Leased Real Property is in satisfactory operating condition and repair (ordinary wear and tear excepted). Correct and complete copies of the Real Property Leases, including all amendments and modifications thereto, have been delivered or made available to Purchaser prior to the date of this Agreement, and no changes have been made to any Real Property Leases since the date of delivery. The Leased Real Property has not been subleased or licensed by the Company, and the Company is the only party in full force and effect in all material respects. None occupancy of the Companies nor any of the Companies’ Subsidiaries has received any written notice within the past twenty-four (24) months of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Real Property. All licenses, permits and approvals required for the occupancy and operation of the Leased Real Property as presently being used have been obtained and are in full force and effect and none of the Companies or any of the Companies’ Subsidiaries has received any written notice of violations in connection with such items. Except as set forth on Schedule 5.8.1, none of the Companies nor any of the Companies’ Subsidiaries has subleased, licensed or otherwise granted anyone the right to use or occupy the Leased Real Property or any portion thereof or collaterally assigned or granted any other security interest in any such lease or interest therein.

Leased Real Property. The real property demised by the leases Property Leases described on in Schedule 5.8.1 (the “Real Property Leases”) constitutes 3.10.2 attached hereto cover all of the real property estate leased by the Companies and each Companies’ Subsidiaries (the “Leased Real Property”)Seller for which any individual premises requires annual rental payments in excess of $10,000. With The Assumed Security Deposit with respect to each Real Property Leasethe Xxxxxxx Assumed Lease is $30,000, except as set forth on Schedule 5.8.1, neither the Companies, any Companies’ Subsidiaries nor, and with respect to the Companies’ knowledge, any Lemon Ave Assumed Lease $5,000 and the Assumed Security Deposits have not been decreased or drawn down. The Seller is the current lessee under each of the other counterparties thereto is in material breach or material default under any such Real Property LeaseLeases. A true and complete copy of each of the Property Leases has been furnished to Purchaser. Each of the Companies and each of the Companies’ Subsidiaries has a valid leasehold interest in its Leased Real Property free and clear of any Liens other than Permitted Liens. Each of the Real Property Leases is in full force and effect in all material respects. None respects and the Seller holds a valid and existing leasehold interest under each of the Companies nor any of the Companies’ Subsidiaries has received any written notice within the past twenty-four (24) months of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Real Property. All licenses, permits and approvals required for the occupancy and operation of the Leased Real such Property as presently being used have been obtained and are in full force and effect and none of the Companies or any of the Companies’ Subsidiaries has received any written notice of violations in connection with such itemsLeases. Except as set forth on in Schedule 5.8.13.10.2, none the Seller is not in default, and no circumstances exist which would result in such default (including upon the giving of notice or the passage of time, or both), under any of such Property Leases. To the Knowledge of the Companies nor Seller, no lessor under any such lease is in default under any of such leases in its duties to the lessee. The Seller has not assigned, transferred, conveyed, subjected to a Security Interest, or otherwise encumbered any interest in any of the Companies’ Subsidiaries has subleased, licensed Property Leases. All Property Leases are in the name of the Seller as the tenant thereunder. There is no real estate which is used by the Seller or otherwise granted anyone required in the right conduct of its business which is not the subject of a Property Lease. Except as set forth in Schedule 3.10.2, no notices of default have been received from any of the landlords under the Property Leases and no notices of violations have been received from governmental agencies or insurance companies with regard to use or occupy any of the Leased Real Property Leases or any portion thereof of the property covered thereby. The Seller is legally in possession of all space presently occupied by it, and has not sublet or collaterally assigned or same, nor granted any rights therein to any other security interest party, nor does the Seller share any of the leased space with any other party. Adequate means of ingress and egress exist to and from the premises demised pursuant to each Property Lease. The fixed rent due under each Property Lease has been paid through the current month. All charges which have been billed to the Seller for gas, electricity, light, heat, power, sewage, garbage and telephone and/or other utility services used, rented or supplied upon or in any such lease or interest thereinconnection with the leased premises have been paid.

Leased Real Property. The real property demised by the leases described on Schedule 5.8.1 (the “Real Property Leases”Section 3.18(b) constitutes all of the Company Disclosure Schedules sets forth a true and complete list (including street addresses) of all real property leased by any of the Group Companies and each Companies’ Subsidiaries (the “Leased Real Property”) and all Real Property Leases as of the date of this Agreement. True and complete copies of all such Real Property Leases have been made available to Cascadia. Each Real Property Lease is in full force and effect and is a valid, legal and binding obligation of the applicable Group Company party thereto, enforceable in accordance with its terms against such Group Company and, to the Company’s knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). With respect There is no material breach or material default by any Group Company or, to each the Company’s knowledge, any counterparty under any Real Property Lease, except as set forth on Schedule 5.8.1, neither the Companies, any Companies’ Subsidiaries nor, and no event has occurred which (with or without notice or lapse of time or both) would reasonably be expected to the Companies’ knowledge, any of the other counterparties thereto is in constitute a material breach or material default under any such Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by any counterparty to any Real Property Lease. Each The Group Companies’ possession and quiet enjoyment of the Companies and each of the Companies’ Subsidiaries has a valid leasehold interest in its Leased Real Property free and clear of under any Liens other than Permitted Liens. Each of the Real Property Leases is in full force Lease has not been disturbed, and effect in all there are no material respectsdisputes with respect to any Real Property Lease. None of the The Group Companies nor any of the Companies’ Subsidiaries has have not received any written notice within the past twenty-four (24) months of any material violation of Laws with respect to any Real Property Lease or any Leased Real Property. There is no pending or or, to the Company’s knowledge, threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, Proceedings regarding condemnation or other adverse claims eminent domain Proceedings affecting any Leased Real Property. There are no leases, subleases, licenses or other agreements granting to any Person other than the Group Companies any right of use or occupancy of any portion of the Leased Real Property. All licensesland, permits buildings, structures and approvals required for other improvements used by the occupancy and operation of Group Companies are included in the Leased Real Property as presently being used have been obtained and are in full force and effect and none of the Companies or any of the Companies’ Subsidiaries has received any written notice of violations in connection with such items. Except as set forth on Schedule 5.8.1, none of the Companies nor any of the Companies’ Subsidiaries has subleased, licensed or otherwise granted anyone the right to use or occupy the Leased Real Property or any portion thereof or collaterally assigned or granted any other security interest in any such lease or interest thereinProperty.