Common use of Leased Real Property Clause in Contracts

Leased Real Property. Section 3.13(b) of the Company Disclosure Letter contains a true, correct and complete list of (i) all of the real property that is leased, subleased, licensed or otherwise used or occupied by, the Company or any of its Subsidiaries (such property, the “Leased Real Property”) and (ii) all leases, subleases, licenses or other Contracts pursuant to which the Company or its Subsidiaries use or occupy, or have the right to use or occupy, now or in the future, such Leased Real Property (each, a “Lease”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto), and in the case of any oral Lease, a written summary of the material terms of such Lease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in the Leased Real Property under each Lease, subject to proper authorization and execution of such Lease by the other party thereto and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitations, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. With respect to each Lease and except as would not, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries of the Leased Real Property, (i) each Lease is in full force and effect and a valid, binding and legally enforceable obligation of the Company or its applicable Subsidiary, as the case may be, and, to the Knowledge of the Company, the other parties thereto (except in each case as may be limited by the Enforceability Limitations); (ii) each Lease has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements and side letters thereto made available to Parent; (iii) there is no existing material default or event of default by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, under any Lease (iii) to the Knowledge of the Company, there are no disputes with respect to any Lease; (iv) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (v) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The Leased Real Property is in all material respects in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions or defects on any part of the Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of the business of the Company and its Subsidiaries as presently conducted at such Leased Real Property.

Leased Real Property. Section 3.13(b) of the Company Disclosure Letter contains a trueAll Real Property Leases are valid, correct binding and complete list of (i) all of the real property that is leased, subleased, licensed or otherwise used or occupied by, the Company or any of its Subsidiaries (such property, the “Leased Real Property”) enforceable by and (ii) all leases, subleases, licenses or other Contracts pursuant to which against the Company or its Subsidiaries use or occupy, or have the right to use or occupy, now or in the future, such Leased Real Property (each, a “Lease”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto), and in the case of any oral Lease, a written summary of the material terms of such Lease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in the Leased Real Property under each Lease, subject to proper authorization and execution of such Lease by the other party thereto and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitations, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. With respect to each Lease and except as would not, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries of the Leased Real Property, (i) each Lease is in full force and effect and a valid, binding and legally enforceable obligation of the Company or its applicable relevant Subsidiary, as the case may be, and, to the Knowledge of the Company, the other parties thereto (except and are in each case as may be limited by the Enforceability Limitations); (ii) each Lease full force and effect, and no written notice to terminate, in whole or part, any of such Real Property Leases has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements and side letters thereto made available delivered to Parent; (iii) there is no existing material default or event of default by the Company or any of the other Debtors (nor, to the Knowledge of the Company, has there been any indication that any such notice of termination will be served). Other than as a result of the filing of the Chapter 11 Cases (or any other agreed Implementation Mechanism), neither the Company nor any of the other Debtors nor, to the Knowledge of the Company, any other party to any material Real Property Lease is in default or breach, except to the extent any such default or breach, individually or in the aggregate, would not materially impair the ability of the Debtors (taken as a whole) to operate in the ordinary course of business. Other than as a result of the filing of the Chapter 11 Cases (or any other agreed Implementation Mechanism), no event has occurred that with or without the lapse of time or the giving of notice or both would constitute a material breach or material default under any Real Property Leases by the Company, any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto. Each of the Debtors enjoys peaceful and undisturbed possession under all such Real Property Leases, other than Real Property Leases in respect of which the failure to enjoy peaceful and undisturbed possession would not reasonably be expected to materially interfere with its ability to conduct its business as currently conducted or, individually or in the aggregate, materially detract from the value of, or, individually or in the aggregate, materially impair the use or operation of, any of the real property subject to any Real Property Leases. The Company and each of the other Debtors that is either the tenant or licensee named under any each Real Property Lease (iii) has a good and valid leasehold interest in each real property subject to a Real Property Lease. To the Knowledge of the Company, there are no disputes with respect not any pending, or threatened, condemnation proceedings or changes in legally permitted uses related to any Lease; (iv) neither of the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (v) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The Leased Real Property is in all material respects in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions or defects on any part of the Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of the business of the Company and its Subsidiaries as presently conducted at such Leased Real PropertyLeases.

Leased Real Property. Section 3.13(b) Each of the Company Disclosure Letter contains a true, correct and complete list of (i) Companies has valid leasehold interests in all of the real property that is leased, subleased, licensed or otherwise used or occupied by, which it holds under the Company or any of its Subsidiaries leases described in Schedule 3.16 (such propertycollectively, the “Leased Real Property”) ), in each case free and (ii) clear of all leasesEncumbrances, subleasesexcept for Permitted Exceptions. Following completion of the transactions contemplated herein, licenses or other Contracts pursuant each of the Companies shall continue to have valid leasehold interests in all of the real property which it holds under the Company or its Subsidiaries use or occupyleases described in Schedule 3.16, or have the right to use or occupyin each case free and clear of all Encumbrances except Permitted Exceptions assuming receipt of all required consents and after assuming that that all required notices, now or if any, are given as provided in the future, such Section 3.9. The Leased Real Property constitutes all real properties used or occupied by the Companies. With respect to the Leased Real Property: (eacha) each of the Companies has all easements and rights necessary to conduct the Business; (b) no portion thereof is subject to any pending, a “Lease”). The or to the Knowledge of the Company has made available any threatened, condemnation proceeding or other proceeding by any public authority; (c) to Parent truethe Company’s Knowledge, correct the Buildings, plants and complete copies of all Leases structures, including heating, ventilation and air conditioning systems, roof, foundation and floors, are in good operating condition and reasonable repair, subject only to ordinary wear and tear; (including all material modificationsd) the Buildings, amendments plants and supplements thereto)structures are not, and in the case of any oral Lease, a written summary operation of the material terms of such Lease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in Business at the Leased Real Property under each Leaseis not, subject to proper authorization and execution in violation of such Lease by any zoning or other Requirements of Laws (including, without limitation, obtaining all approvals of any Governmental Body, including Governmental Permits, required in the other party thereto and Permitted Liensoperation thereof), except in each case, for such violations as enforcement may be limited by the Enforceability Limitations, except as would do not and shall not, individually or in the aggregate, have result in a Company Material Adverse Effect. With respect to each Lease and except as would not, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries of the Leased Real Property, (i) each Lease is in full force and effect and a valid, binding and legally enforceable obligation of the Company or its applicable Subsidiary, as the case may be, and, to the Knowledge of the Company, the other parties thereto (except in each case as may be limited by the Enforceability Limitations); (ii) each Lease has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements and side letters thereto made available to Parent; (iii) there is no existing material default or event of default by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, under any Lease (iii) to the Knowledge of the Company, there are no disputes with respect to any Lease; (iv) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (ve) there are no Liens leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of any parcel of Leased Real Property; and (other than Permitted Liensf) on the estate or interest created by such Lease. The Leased Real Property is in all material respects in good operating condition supplied with utilities and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable other services for its current uses and purposes. There are no physical conditions or defects on any part of the Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of such facilities as conducted by the business of the Company and its Subsidiaries as presently conducted at such Leased Real PropertyCompanies.

Leased Real Property. Section 3.13(b3.20(b)(i) of the Company Disclosure Letter contains Schedules sets forth a true, correct true and complete list (including street addresses) of (i) all of the real property that is leased, subleased, licensed or otherwise similarly used or occupied by, the Company or by any of its Subsidiaries the Group Companies (such property, the “Leased Real Property”) and (ii) all leases, subleases, licenses or other Contracts material Real Property Leases pursuant to which any Group Company is a tenant or landlord as of the Company or its Subsidiaries use or occupy, or have the right to use or occupy, now or in the future, such Leased Real Property (each, a “Lease”)date of this Agreement. The Company has made available to Parent true, correct True and complete copies of all such Real Property Leases (including including, for the avoidance of doubt, all amendments, extensions, renewals, guaranties and other material modifications, amendments and supplements agreements with respect thereto), and in the case of any oral Lease, a written summary of the material terms of such Lease) have been made available to SPAC. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in the Leased Each Real Property under each Lease, subject to proper authorization and execution of such Lease by the other party thereto and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitations, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. With respect to each Lease and except as would not, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries of the Leased Real Property, (i) each Lease is in full force and effect and is a valid, legal and binding and legally enforceable 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, fraudulent conveyance, reorganization, moratorium or its applicable Subsidiaryother 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, as to the case may beCompany’s knowledge, any counterparty or third-party under any such Real Property Lease, and, to the Knowledge Company’s knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default or would permit termination of, or a material modification or acceleration thereof by any party to such Real Property Leases. Except as set forth on Section 3.20(b) of the CompanyCompany Disclosure Schedules, with respect to each of the other parties thereto Real Property Leases: (except in each case as may be limited i) the possession and quiet enjoyment of the Leased Real Property by the Enforceability Limitations)applicable Group Company party thereto under such Real Property Lease has not been disturbed in any material respects, and to the Company’s knowledge, there are no material disputes with respect to such Real Property Lease; (ii) each Lease the applicable Group Company party thereto has not been amended subleased, licensed or modified in otherwise granted any material respect except as reflected in Person the modifications, amendments, supplements right to use or occupy such Leased Real Property or any portion thereof; and side letters thereto made available to Parent; (iii) there is no existing material default or event of default by the applicable Group Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, under any Lease (iii) to the Knowledge of the Company, there are no disputes with respect to any Lease; (iv) neither the Company nor any of its Subsidiaries thereto has not collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein; and (v) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The Leased Real Property is in comprises all material respects in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions or defects on any part of the Leased Real Property that would materially impair or would be reasonably expected to materially impair material real property used by the continued operation of the business of the Company and its Subsidiaries as presently conducted at such Leased Real PropertyGroup Companies.

Leased Real Property. Section 3.13(b3.2(j)(i) of the Company Disclosure Letter contains Schedule sets forth a truebrief description of all leasehold or subleasehold estates and other rights to hold, correct and complete list of (i) all of the use, possess or occupy any land, buildings, structures, improvements, fixtures or other interest in real property that is leased, subleased, licensed or otherwise used or occupied by, the Company or any of its Subsidiaries held by LPT (such property, the “Leased Real Property”) and (ii) all leases, subleases, licenses or other Contracts pursuant to which the Company or its Subsidiaries use or occupy, or have the right to use or occupy, now or in the future, such Leased Real Property (each, a “Lease”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto), and all Leases relating thereto. Except as set forth in the case of any oral Lease, a written summary Section 3.2(j)(i) of the material terms Disclosure Schedule, other than the Leased Real Property, LPT has never leased any real property for manufacturing or other operational purposes. Except as set forth in Section 3.2(j)(i) of such Lease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in Disclosure Schedule: (A) all Leases relating to the Leased Real Property under each Leaseare legal, valid, binding and enforceable and in full force and effect, subject to proper authorization and execution of such Lease by the other party thereto and Permitted Liens, except in each case, as enforcement may be limited the application of any bankruptcy or creditor’s rights Laws; (B) the transactions contemplated by this Agreement do not require the Enforceability Limitations, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. With respect consent to each Lease and except as would not, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries assignment of any other party to any of the Leased Real PropertyLeases, (i) each Lease is will not result in a breach or default under any of the Leases, and will not otherwise cause any of the Leases to cease to be enforceable and in full force and effect and a valid, binding and legally enforceable obligation of on identical terms following the Company or its applicable Subsidiary, as the case may be, Closing; (C) LPT is not and, to the Knowledge of the CompanyLPT, the no other parties thereto (except party is in each case as may be limited by the Enforceability Limitations)breach or default under any such Lease; (iiD) each such Lease has not been assigned by LPT (or to the Knowledge of LPT, other than collaterally, by the landlord thereunder), supplemented, or amended except as set forth in Section 3.2(j)(i) of the Disclosure Schedule; (E) LPT has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (F) (x) to LPT’s Knowledge, the current uses of and existing structures located on the Leased Real Property are in material compliance with all applicable zoning and other land use or occupancy requirements, and any covenants, conditions or agreements affecting the Leased Real Property, and (y) LPT, to the extent required by any applicable Laws, is in possession of all material certificates of occupancy with respect to the Leased Real Property issued by the appropriate Governmental Authorities; (G) no construction, alteration, or other leasehold improvement work with respect to such Lease remains to be paid for or performed by any party to such Lease except for any such work required by the parties thereunder as part of the maintenance, repair and replacement obligations, including without limitation with respect to casualty damage; (H) the improvements located on the Leased Real Property are in good condition and to LPT’s Knowledge are structurally sound, and all mechanical and other systems located therein are in an operating condition good for the use to which the same are put by LPT in the current operation of the Business, subject to normal wear, and to LPT’s Knowledge no condition exists requiring material repairs, alterations or corrections, and no maintenance or repairs to the improvements or the mechanical or other systems located therein have been unreasonably deferred; and (I) LPT has all necessary access to and from the Leased Real Property as is reasonably adequate for the current operation thereof. LPT holds, subject to the terms and conditions of the Leases described on Section 3.2(j)(i) of the Disclosure Schedule, good leasehold title to, and actual and exclusive possession of, the Leased Real Property, free and clear of Liens other than Permitted Liens. LPT has delivered or made available to Buyer complete and accurate copies of each of the Leases for the Leased Real Property, and none of the Leases have been modified in any material respect or extended, except as reflected in to the modifications, amendments, supplements and side letters thereto extent that such modifications or extensions are disclosed by the copies delivered or made available to Parent; (iii) there is no existing material default or event of default by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, under any Lease (iii) to the Knowledge of the Company, there are no disputes with respect to any Lease; (iv) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (v) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The Leased Real Property is in all material respects in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions or defects on any part of the Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of the business of the Company and its Subsidiaries as presently conducted at such Leased Real PropertyBuyer.

Leased Real Property. Section 3.13(bSchedule 4.5(b) of the Company Disclosure Letter contains sets forth a true, true and correct and complete list of (i) all each parcel of the real property that is leased, subleased, licensed or otherwise used or occupied by, the Company or any of its Subsidiaries in which each Seller holds a leasehold estate and identified by such Seller (such property, the “Leased Real Property”) ), including the address of each such leased property. Accurate and (ii) current copies of all real property leases, subleases, licenses or other Contracts pursuant to which occupancy agreements (and all amendments thereto) set forth on Schedule 4.5(b) (the Company or its Subsidiaries use or occupy, or “Leases”) have the right to use or occupy, now or in the future, such Leased Real Property (each, a “Lease”). The Company has made available been delivered to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements theretoBuyer. Except as set forth on Schedule 4.5(b), with respect to each of the Leases: (i) such lease is valid, binding, enforceable and in full force and effect against Seller; (ii) the case transactions contemplated by this Agreement do not require the consent of any oral other party to such lease (except for those Leases for which lease consents are obtained), will not result in a breach of or default under such Lease, a written summary and will not otherwise cause such Lease to cease to be valid, binding, enforceable and in full force and effect on materially identical terms following the Closing; (iii) neither Sellers’ possession or quiet enjoyment of the material terms of such Lease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in the Leased Real Property under each Lease, subject to proper authorization and execution of such Lease by the other party thereto has been disturbed and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitations, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. With respect to each Lease and except as would not, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries of the Leased Real Property, (i) each Lease is in full force and effect and a valid, binding and legally enforceable obligation of the Company or its applicable Subsidiary, as the case may be, and, to the Knowledge of the Company, the other parties thereto (except in each case as may be limited by the Enforceability Limitations); (ii) each Lease has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements and side letters thereto made available to Parent; (iii) there is no existing material default or event of default by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, under any Lease (iii) to the Knowledge of the Company, there are no disputes with respect to any such Lease; (iv) neither Seller nor, to the Company Sellers’ Knowledge, any other party to the Lease is in breach of or default under such Lease, and no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such lease; (v) to the Sellers’ Knowledge, no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach of or default under such Lease that has not been redeposited in full; (vi) neither Seller nor MFFB owes, or will owe in the future, any of its Subsidiaries brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in the Sellers or MFFB; (viii) neither Seller has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof; (ix) neither Seller has collaterally assigned or granted any other security interest in lien or Encumbrance with regard to such Lease or any interest thereintherein that would have a material adverse effect on the use of the Leased Real Property; and (vx) there are no Liens (other than Permitted Liens) liens or Encumbrances on the estate or interest created by such Lease. The Leased Real Property is in all material respects in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions or defects on any part of the Leased Real Property that would materially impair or Lease except as would be reasonably expected to materially impair the continued operation of the business of the Company and its Subsidiaries as presently conducted at such Leased Real Propertydisclosed on a title report or commitment.

Leased Real Property. Section 3.13(b3.19(b)(i) of the Company Disclosure Letter contains Schedules sets forth a true, correct true and complete list (including street addresses) of (i) all of the real property that is leased, subleased, licensed or otherwise similarly used or occupied by, the Company or by any of its Subsidiaries the Group Companies (such property, the “Leased Real Property”) and (ii) all leases, subleases, licenses or other Contracts Real Property Leases pursuant to which any Group Company is a tenant or landlord as of the Company or its Subsidiaries use or occupy, or have the right to use or occupy, now or in the future, such Leased Real Property (each, a “Lease”)date of this Agreement. The Company has made available to Parent true, correct True and complete copies of all such Real Property Leases (including including, for the avoidance of doubt, all material modificationsamendments, amendments extensions, renewals, guaranties and supplements other agreements with respect thereto), and in the case of any oral Lease, a written summary of the material terms of such Lease) have been made available to SPAC. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in the Leased Each Real Property under each Lease, subject to proper authorization and execution of such Lease by the other party thereto and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitations, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. With respect to each Lease and except as would not, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries of the Leased Real Property, (i) each Lease is in full force and effect and is a valid, legal and binding and legally enforceable 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, fraudulent conveyance, reorganization, moratorium or its applicable Subsidiaryother 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, as to the case may beCompany’s knowledge, any counterparty or third-party under any Real Property Lease, and, to the Knowledge Company’s knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default or would permit termination of, or a material modification or acceleration thereof by any party to such Real Property Leases. Except as set forth on Section 3.19(b)(ii) of the CompanyCompany Disclosure Schedules, with respect to each of the other parties thereto Real Property Leases: (except in each case as may be limited i) the possession and quiet enjoyment of the Leased Real Property by the Enforceability Limitations); (ii) each applicable Group Company party thereto under such Real Property Lease has not been amended or modified in any material respect except as reflected in the modificationsdisturbed, amendments, supplements and side letters thereto made available to Parent; (iii) there is no existing material default or event of default by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, under any Lease (iii) to the Knowledge of the Company’s knowledge, there are no disputes with respect to any such Real Property Lease; (ivii) neither the applicable Group Company nor party thereto has not subleased, licensed or otherwise granted any of its Subsidiaries Person the right to use or occupy such Leased Real Property or any portion thereof; and (iii) the applicable Group Company party thereto has not collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein; and (v) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The Leased Real Property is in comprises all material respects in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions or defects on any part of the Leased Real Property that would materially impair real property used or would intended to be reasonably expected to materially impair the continued operation of used in, or otherwise related to, the business of the Company and its Subsidiaries as presently conducted at such Leased Real PropertyGroup Companies.

Leased Real Property. Section 3.13(bSchedule 5.7(a) of the Company Disclosure Letter contains sets forth a true, correct true and complete list description of (i) all of the real property that is Real Property leased, subleased, licensed to or otherwise used or occupied by, the Company or any of its Subsidiaries (such propertybut not owned) (collectively, the “Leased Real Property”) and (ii) all leases, subleases, licenses or other Contracts pursuant to which by the Company or and its Subsidiaries use or occupySubsidiaries. To the Knowledge of the Company, the Company and each of its Subsidiaries, as applicable, has a valid and subsisting leasehold estate in such Leased Real Property. To the Knowledge of the Company, a true and correct summary of each such lease, license, or have the right occupancy agreement, and any amendments thereto, with respect to use or occupy, now or in the future, such Leased Real Property (eachcollectively, a the “LeaseReal Property Leases”). The Company ) has been made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto)the Buyer, and in no material changes have been made to any Real Property Leases since the case date provided. All of any oral Lease, a written summary of the material terms of such Lease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in the Leased Real Property under each Lease, subject to proper authorization and execution of such Lease by the other party thereto and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitations, except as would not, individually is used or in the aggregate, have a Company Material Adverse Effect. With respect to each Lease and except as would not, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use occupied by the Company or its Subsidiaries of the Leased pursuant to a Real Property, (i) each Lease is in full force and effect and a valid, binding and legally enforceable obligation of the Company or its applicable Subsidiary, Property Lease. Except as the case may be, andset forth on Schedule 5.7(a), to the Knowledge of the Company, with respect to each Real Property Lease: (i) such Real Property Lease is a valid, binding and enforceable obligation of the other parties Company or its Subsidiary party thereto (except in each case as may be limited by accordance with its terms, subject to the General Enforceability Limitations); Exceptions, and is in full force and effect, (ii) each 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 amended or modified redeposited in any material respect except as reflected in the modificationsfull, amendments, supplements and side letters thereto made available to Parent; (iii) there is no existing material default breach or event of material default by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other Subsidiary party thereto, or the lessor, under any such Real Property Lease, and no event has occurred that (with notice, lapse of time or both) would reasonably be expected to constitute such a material breach or material default under any such Real Property Lease (iii) by the Company or its Subsidiary party to such Real Property Lease or give the Knowledge of Company or its Subsidiary party thereto or the Companylessor thereunder the right to terminate, there are no disputes with accelerate or modify in any material respect to any such Real Property Lease; , and (iv) neither the Company nor any of its Subsidiaries has collaterally assigned received any notice that it is in material default under any such Real Property Lease which has not been cured in all material respects (it being understood that no representation or granted warranty is given hereby as to any other security interest notices required to be given or consents required to be obtained under any such Real Property Lease in such Lease connection with the transactions contemplated hereby). Except as disclosed on Schedule 5.7(a), no Affiliate of the Company or its Subsidiaries is the owner or lessor of any interest therein; and (v) there are no Liens (other than Permitted Liens) on the estate or interest created by such LeaseLeased Real Property. The Leased Real Property is in all material respects in good operating condition and in a state of good and working maintenance and repair, ordinary repair (subject to normal wear and tear exceptedtear). To the Knowledge of the Company, and is adequate and suitable for neither the Company nor any of its current uses and purposes. There are no physical conditions Subsidiaries has subleased, licensed or defects on otherwise granted any part Person the right to use or occupy any of the Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of the business of Property. Neither the Company and nor any of its Subsidiaries as presently conducted at such Leased Real Propertyowns any interest in any real property.

Leased Real Property. Section 3.13(b4.17(b) of the Company Disclosure Letter contains a trueSchedules lists, correct and complete list as of the date of this Agreement, (i) all the address of each Leased Real Property (other than temporary construction site offices relating to individual projects); and (ii) the real property that is leased, subleased, licensed or otherwise used or occupied by, Leased Real Property in respect of which the Company or any of its Subsidiaries are required to pay €250,000 or more annually in rent (such property, the “Material Leased Real Property”) and (ii) all leases, subleases, licenses or other Contracts pursuant to which the Company or its Subsidiaries use or occupy, or have the right to use or occupy, now or in the future, such Leased Real Property (each, a “Lease”). The Company has made available to Parent SPAC true, correct and complete copies of all Leases the Contracts (including all material modifications, amendments amendments, guarantees, supplements, waivers, extensions, renewals, side letters and supplements other agreements with respect thereto), and in ) pursuant to which the case of Company or any oral Lease, a written summary of the material terms of such Lease. The Company and/or one of its Subsidiaries, as Subsidiaries use or occupy (or have been granted an option to use or occupy) the case may be, have and own good, valid and subsisting leasehold interests in the Material Leased Real Property under each Lease, subject to proper authorization and execution of such Lease by the other or is otherwise a party thereto and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitations, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. With with respect to each Lease and except as would not, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries of the Leased Real Property, Property (i) each the “Leases”). Each Lease is in full force and effect and is a valid, legal and binding and legally enforceable obligation of the Company or its applicable SubsidiarySubsidiary that is a party thereto, enforceable in accordance with its terms against the Company or its Subsidiary (as the case may be, applicable) and, to the Knowledge Company’s knowledge, each other party thereto, subject, in each case, to the Enforceability Exceptions. The Company or one of its Subsidiaries has a valid and subsisting leasehold estate in, and enjoys peaceful and materially undisturbed possession of, all Leased Real Property, subject only to Permitted Liens. Except as set forth on Section 4.17(b) of the Company Disclosure Schedules, neither the Company nor its Subsidiaries has a sublease, license or other Contract granting to any Person the right to use or occupy any Leased Real Property or any portion thereof. To the knowledge of the Company, the other parties thereto (except in each case as may be limited by the Enforceability Limitations); (ii) each Lease has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements and side letters thereto made available to Parent; (iii) there is no existing material default or event of default by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, under any Lease (iii) to the Knowledge of the Company, there are no disputes with respect to any Lease; (iv) neither the Company nor any of its Subsidiaries nor any other party under any Lease is in material breach or default under any Lease and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a material breach or default under any Lease or would permit the termination thereof by any party of any Lease. The Leased Real Property identified in Section 4.17(b) of the Company Disclosure Schedules comprises all of the real property necessary to conduct the business of the Company and its Subsidiaries. Neither the Company nor any of its Subsidiaries that is a party to a Lease has assigned, transferred, conveyed, mortgaged, deed in trust, encumbered, or collaterally assigned or granted any other security interest in such any Lease or any interest therein; and (v) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The Leased Real Property is in all material respects in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions or defects on any part of the Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of the business of the Company and its Subsidiaries as presently conducted at such Leased Real Property.

Leased Real Property. (a) Section 3.13(b2.10(a) of the O-I Disclosure Schedule lists all real property leased (the "Leased Real Property" and together with the Owned Real Property, collectively, the "Real Property") by the Company and each of its Subsidiaries as of the date hereof pursuant to any real property lease providing for annual payments by the Company or any such Subsidiary of an amount in excess of $100,000 per year (each, a "Lease"), which Section 2.10(a) of the O-I Disclosure Letter contains Schedule includes the legal address and use of the premises demised under each Lease, the lessor and lessee (or sublessor and sublessee, in the case of a truesublease), correct the term, under the applicable Lease and complete list the rent. With respect to each lease, and except as disclosed on Section 2.10(a)(i) of the O-I Disclosure Schedule, (i) the tenant under each Lease has legal and valid leasehold title to such Lease, free and clear of all of Liens other than Permitted Liens, (ii) such Lease is pursuant to a written Lease that has been executed and is in full force and effect, (iii) neither the real property Company nor its applicable Subsidiary that is leaseda party to such Lease nor, subleased, licensed to the Knowledge (as defined below) of Seller or otherwise used or occupied by, the Company or any of its Subsidiaries (such propertycollectively, the “Leased Real Property”"O-I Parties") any other party to such Lease, is in material breach or default, and no event has occurred which, with notice or lapse of cure period, would constitute such a material breach or default or permit termination, modification or acceleration, under such Lease, (iiiv) all leaseseach Lease is the legal, subleasesvalid and binding obligation of the tenant thereunder and will continue to be binding in accordance with its terms following the Closing, licenses except as may result from actions that may be taken by Buyer or other Contracts pursuant its Affiliates following the Closing, (v) to which the Knowledge of the O-I Parties no party to such Lease has repudiated any provision thereof, (vi) each Lease grants the Company or its Subsidiaries use or occupy, or have applicable Subsidiary the exclusive right to use or occupy, now or in and occupy the future, such Leased Real Property (each, a “Lease”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto), and in the case of any oral Lease, a written summary of the material terms of such Lease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in the Leased Real Property under each Leasepremises demised thereunder, subject to proper authorization the terms of the applicable Lease, (vii) no Lease has been assigned, mortgaged or hypothecated and execution of such no Lease by the other party thereto and Permitted Lienshas otherwise been encumbered, except in each case, as enforcement may be limited by the Enforceability Limitations, for Permitted Liens and (viii) except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. With respect , all covenants to each Lease and except as would not, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use be performed by the Company or its Subsidiaries of the Leased Real Property, (i) each Lease is in full force and effect and a valid, binding and legally enforceable obligation of the Company or its applicable Subsidiary, as the case may be, Subsidiary and, to the Knowledge of the CompanyO-I Parties, the other parties thereto (except in each case as may all covenants to be limited performed by the Enforceability Limitations); lessor or lessee (ii) each Lease has not been amended or modified in any material respect except as reflected sublessor or sublessee, in the modificationscase of a sublease) under each Lease, amendments, supplements and side letters thereto made available to Parent; (iii) there is no existing material default or event of default by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, under any Lease (iii) to the Knowledge of the Company, there are no disputes with respect to any Lease; (iv) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (v) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The Leased Real Property is have been performed in all material respects in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions or defects on any part of the Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of the business of the Company and its Subsidiaries as presently conducted at such Leased Real Propertyrespects.

Leased Real Property. Section 3.13(b) of the Company Disclosure Letter contains a true, correct and complete list of (i) Schedule lists all of the real property that is leased, subleased, licensed leased or otherwise used or occupied by, subleased to the Company or Seller and/or any of its Subsidiaries (such property, the “Leased Real Property”) and (ii) all leases, subleases, licenses or other Contracts pursuant to which the Company or its Subsidiaries use or occupy, or have the right to use or occupy, now or in the future, such Leased Real Property (each, a “Lease”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto), and in the case of any oral Lease, a written summary of the material terms of such Lease. The Company and/or one of its Subsidiaries, as the case may beterm of the applicable lease or sublease, have the rent payable thereunder and own good, valid and subsisting leasehold interests in the Leased Real Property under each Lease, subject to proper authorization and execution location of such Lease by the other party thereto and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitations, except as would not, individually or in the aggregate, have a Company Material Adverse Effectapplicable premises. With respect to each Lease lease and except as would not, individually or sublease listed in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries Section 3.13(b) of the Leased Real Property, Disclosure Schedule: (i) each Lease is in full force and effect and a valid, binding and legally enforceable obligation of the Company or its applicable Subsidiary, as the case may be, and, except pursuant to the Knowledge Indenture and the Revolver and Term Facility and except for Permitted Liens, neither the Seller nor any of the Companyits Subsidiaries has assigned, the other parties thereto (except subleased, transferred, conveyed, mortgaged, deeded in each case as may be limited by the Enforceability Limitations)trust, or encumbered any interest in all or any portion of any leasehold or subleasehold; (ii) each Lease has not been amended or modified in any material respect except as reflected disclosed in the modificationsSEC Reports, amendments, supplements and side letters thereto made available there are no disputes or forbearance programs in effect as to Parentany lease or sublease; (iii) there all buildings and improvements leased or subleased thereunder have not been operated and maintained, and are not presently, in violation of applicable Laws in any manner that has had or would reasonably be expected to have a material adverse effect on the value, use or occupancy thereof as presently operated (provided that this clause (iii) shall apply only to the leased or subleased premises and shall not be deemed to be a representation or warranty in any manner regarding the building (other than the leased or subleased premises) in which the leased or subleased premises are located, or the land upon which such building is no existing material default located, or event of default by any matter for which the Company applicable landlord or any sublandlord is responsible pursuant to the applicable lease or sublease), (iv) the Seller and/or one or more of its Subsidiaries has received all approvals of governmental authorities (including licenses and permits) required in connection with the operation thereof and has operated in compliance with the terms of such approvals; (v) there are no pending or, to the Knowledge of the CompanySeller and its Subsidiaries, any other party thereto, under any Lease (iii) threatened condemnation proceedings or actions relating to the Knowledge of the Company, there are no disputes with respect property subject to any Lease; (iv) neither the Company nor any of its Subsidiaries has collaterally assigned such lease or granted any other security interest in such Lease or any interest thereinsublease; and (vvi) there all buildings and improvements leased or subleased thereunder are no Liens (presently supplied with utilities and other than Permitted Liens) on services necessary for the estate or interest created by such Lease. The Leased Real Property is in all material respects in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions or defects on any part of the Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of the business of the Company said buildings and its Subsidiaries improvements as presently conducted at such Leased Real Propertyoperated.

Leased Real Property. Section 3.13(bExcept for the New Lease and the Subleases, which are to be entered into as of or prior to the Closing, Section4.8(b) of the Company Seller Disclosure Letter contains Schedule identifies: (i) the address of each Leased Real Property, (ii) a true, correct true and complete list of (i) all of the real property that is leased, subleased, licensed or otherwise used or occupied by, the Company or any of its Subsidiaries (Leases for each such property, the “Leased Real Property”, (iii) the date of, and name of the parties to, such Lease, (iv) the current security deposit under each Lease and the rental rate being paid in connection with each Leased Real Property, and (iiv) all leases, subleases, licenses or other Contracts pursuant to which the Company or its Subsidiaries current use or occupy, or have the right to use or occupy, now or in the future, such of each Leased Real Property (eachProperty. As of the date hereof, the Seller has delivered to Buyer a “Lease”). The Company has made available to Parent true, correct true and complete copies copy of all Leases (including all material modifications, amendments and supplements thereto), and in the case of any oral Lease, a written summary each of the material terms of such Lease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in the Leased Real Property under each Lease, subject to proper authorization and execution of such Lease by the other party thereto and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitations, except as would not, individually or in the aggregate, have a Company Material Adverse EffectLeases. With respect to each of the Leases, subject to execution and delivery of the New Lease and except as would not, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries of the Leased Real Property, Subleases: (i1) each such Lease is legal, valid, binding, enforceable and in full force and effect and a has not been modified or amended except as set forth in Section 4.8(b) of the Seller Disclosure Schedule and, subject to receipt of any required Consents, each such Lease shall continue to be legal, valid, binding binding, enforceable and legally enforceable obligation of in full force and effect on the same terms following the Closing; (2) neither the Sellers nor any Acquired Company nor, to the Sellers’ Knowledge, any other party to the Lease is in breach or its applicable Subsidiary, as the case may bedefault under such Lease, and, to the Knowledge Sellers’ Knowledge, no event has occurred or circumstance exists which, with the delivery of the Companynotice, the other parties thereto (except in each case as may be limited by passage of time or both, would constitute such a breach or default, or permit the Enforceability Limitations)termination, modification or acceleration of rent under such Lease; (ii3) each Lease neither the US Seller, its Subsidiaries (including the UK Seller and the PX Xxxxxxx), the Acquired Companies nor any Subsidiary thereof has not been amended subleased, licensed or modified in otherwise granted any material respect except as reflected in Person the modifications, amendments, supplements and side letters thereto made available right to Parentuse or occupy such Leased Real Property or any portion thereof; (iii4) there is no existing material default neither the US Seller (including its Subsidiaries), the Acquired Companies nor any Subsidiary thereof has assigned, transferred, conveyed, mortgaged, deeded in trust or event of default by the Company or encumbered any of its rights and interests in the leasehold or subleasehold estate of any Leased Real Property and the US Seller, its Subsidiaries or(including the UK Seller and the PX Xxxxxxx), the Acquired Companies and any Subsidiary thereof, as applicable, hold a valid and existing leasehold or subleasehold interest in the Leased Real Property free and clear of all Liens except Permitted Liens; (5) with respect to each of the Leases, none of the Sellers, Acquired Companies nor any Subsidiary thereof has exercised or given any notice of exercise, nor has any lessor or landlord exercised or received any notice of exercise, of any option, right of first offer or right of first refusal contained in any such Lease, including any such option or right pertaining to the Knowledge purchase, expansion, or relocation of the Company, any other party thereto, under any Lease Leased Real Property; and (iii6) to the Knowledge except as disclosed on Section 4.8(b) of the CompanySeller Disclosure Schedule, there are no disputes with respect to security deposits under any Lease; (iv) of the Leases, and neither the Company Sellers, the Acquired Companies nor any of its Subsidiaries has collaterally assigned Subsidiary thereof is holding a security deposit from any tenant, subtenant or granted any other security interest in such Lease or any interest therein; and (v) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The Leased Real Property is in all material respects in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions or defects on any part occupant of the Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of the business of the Company and its Subsidiaries as presently conducted at such Leased Real Property.

Leased Real Property. Except as set forth on Section 3.13(b4.9(a) of the Company Disclosure Letter contains a trueSchedule, correct and complete list of with respect to each Leased Real Property: (i) the related Transferred Lease is (and, in the case of the NB Lease, as of the Closing will be) in full force and effect; (ii) the tenant under the related Transferred Lease has (and, in the case of the NB Lease, as of the Closing will have) possession of such Leased Real Property; (iii) if such Leased Real Property is the subject of a Transferred Lease, to the knowledge of Contributor, there are no existing defaults in any material respect on the part of Contributor or any other party to the related Transferred Lease, and no event has occurred which, with the delivery of notice or the passage of time, or both, would constitute a default in any material respect, or permit the termination, modification, or acceleration of rent under such Transferred Lease; (iv) to the extent the premises covered by the NB Lease are or will be subject to a lease or sublease with a third-party tenant, Contributor has performed in all material respects all of its obligations under such lease or sublease, including any environmental remediation work; (v) if such Leased Real Property is the real property that is leasedsubject of a Transferred Lease, Contributor has not subleased, licensed or otherwise used or occupied by, the Company or granted any of its Subsidiaries (such property, the “Leased Real Property”) and (ii) all leases, subleases, licenses or other Contracts pursuant to which the Company or its Subsidiaries use or occupy, or have Person the right to use or occupy, now or in the future, occupy such Leased Real Property (each, a “Lease”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto), and in the case of or any oral Lease, a written summary of the material terms portion of such Lease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in the Leased Real Property; (vi) if such Leased Real Property under each is the subject of a Transferred Lease, subject the assignment or transfer of the related Transferred Lease pursuant to proper authorization and execution this Agreement does not require the Consent of such Lease by the any other party thereto to such Transferred Lease, will not result in a breach of or default under such Transferred Lease, or otherwise cause such Transferred Lease to cease to be legal, valid, binding, enforceable and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitations, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. With respect to each Lease and except as would not, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries of the Leased Real Property, (i) each Lease is in full force and effect on identical terms following the Closing; and a valid(vii) Contributor has not (and, binding and legally enforceable obligation in the case of the Company or its applicable SubsidiaryNB Lease, as the case may be, and, to the Knowledge of the Company, the other parties thereto (except in each case as may be limited by the Enforceability Limitations); (iiClosing will not have) each Lease has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements and side letters thereto made available to Parent; (iii) there is no existing material default or event of default by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, under any Lease (iii) to the Knowledge of the Company, there are no disputes with respect to any Lease; (iv) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such the related Transferred Lease or NB Lease, as applicable, or any interest therein; and (v) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The Leased Real Property is in all material respects in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions or defects on any part of the Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of the business of the Company and its Subsidiaries as presently conducted at such Leased Real Property.

Leased Real Property. Section 3.13(b) The Company’s Disclosure Schedule sets forth a description of all real property currently leased by the Company Disclosure Letter contains a true, correct and complete list of (i) all of the real property that is leased, subleased, licensed or otherwise used or occupied by, the Company or any of its Subsidiaries (such property, the “Leased Real Property”) and (ii) all leases, subleases, licenses ). Those certain real property leases or other Contracts pursuant to which subleases for the Company or its Subsidiaries use or occupy, or have the right to use or occupy, now or in the future, such Leased Real Property Property, including all amendments and modifications thereto (eachindividually, a “Real Property Lease”). The Company has made available to Parent , are set forth on the Company’s Disclosure Schedule and true, correct and complete copies of all such Real Property Leases (including all material modifications, amendments have been heretofore been made available to Parent and supplements thereto), and in the case of any oral Lease, a written summary of the material terms of such Leaseits counsel. The Company and/or one and its Subsidiaries enjoy peaceful and undisturbed possession of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold their interests in the Leased under all such Real Property under each Lease, subject to proper authorization and execution of such Lease by the other party thereto and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitations, except as would not, individually or in the aggregate, have a Company Material Adverse EffectLeases. With respect to each Lease and except as would not, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries of the Leased such Real Property, Property Lease: (i) each such Real Property Lease is legal, valid and binding, enforceable, and in full force and effect, as such enforceability may be limited by Insolvency Laws and the availability of equitable remedies, (ii) such Real Property Lease will continue to be legal, valid, binding, enforceable, and in full force and effect and a valid, binding and legally enforceable obligation on identical terms immediately following the consummation of the Company or its applicable Subsidiarytransactions contemplated hereby, except as the case may be, and, to the Knowledge of the Company, the other parties thereto (except in each case as such enforceability may be limited by Insolvency Laws and the Enforceability Limitations); (ii) each Lease has not been amended or modified in any material respect except as reflected in the modificationsavailability of equitable remedies, amendments, supplements and side letters thereto made available to Parent; (iii) there is no existing material default or event of default by neither the Company or nor any of its Subsidiaries ornor, to the Knowledge of the Company’s Knowledge, any other party theretoto a Real Property Lease is in breach or default, under any Lease (iii) to the Knowledge and no event has occurred which, with notice or lapse of the Companytime, there are no disputes with respect to any Lease; would constitute a breach or default or permit termination, modification, or acceleration thereunder, (iv) neither the Company nor any of its Subsidiaries has collaterally assigned or granted nor, to the Company’s Knowledge, any other security interest in such party to any Real Property Lease or has repudiated any interest therein; and provision thereof, (v) there are no Liens (other than Permitted Liens) on disputes, oral agreements, or forbearance programs in effect as to the estate or interest created by such Lease. The Leased Real Property Lease, (vi) with respect to each Real Property Lease that is a sublease, to the Company’s Knowledge, the representations and warranties set forth in all material respects (i)-(v) above are true and correct with respect to the underlying lease, (vii) neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in good operating condition and trust, or encumbered any interest in a state of good and working maintenance and repair, ordinary wear and tear exceptedthe leasehold or subleasehold, and is adequate (viii) all facilities leased or subleased are supplied with utilities and suitable other services necessary for its current uses and purposes. There are no physical conditions or defects on any part of the Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of the business of the Company and its Subsidiaries as presently conducted at such Leased Real Propertysaid facilities.

Leased Real Property. Section 3.13(b3.14(b) of the Company Disclosure Letter contains a true, correct and complete list list, as of (i) the Agreement Date, of all of the real property that is leased, subleased, licensed or otherwise used or occupied by, the Company or any of its Subsidiaries (such property, the “Leased Real Property”) and (ii) all existing leases, subleases, licenses or other Contracts pursuant to which the Company Group uses or its Subsidiaries use or occupyoccupies, or have has the right to use or occupy, now or in the future, any real property that provide for payments by the Company in excess of $1,000,000 per annum, excluding any Contract for the use of real property that is terminable by any party thereto without penalty on ninety (90) days’ or less notice (such property, the “Leased Real Property (eachProperty,” and each such lease, sublease, license or other agreement, a “Lease”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto), and in the case of any oral Lease, a written summary of the material terms of such Lease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in the Leased Real Property under each Lease, subject to proper authorization and execution of such Lease by the other party thereto and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitations, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. With respect to each Lease and except as would not, individually or in the aggregate, not have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries of the Leased Real PropertyEffect, (i) each Lease is in full force and effect and a valid, binding and legally enforceable obligation of the Company or its applicable Subsidiary, as the case may be, and, to the Knowledge of the Company, the other parties thereto (except in each case as may be limited by the Enforceability Limitations); (ii) each Lease has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements and side letters thereto made available to Parent; (iii) there is no existing material default or event of default by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, under any Lease (iii) to the Knowledge of the Company, there are no disputes with respect to any such Lease; (ivii) neither the no Company nor any of its Subsidiaries Group Member has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (viii) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The Except as would not have a Company Material Adverse Effect, the Company or its Subsidiaries has valid leasehold estates in the Leased Real Property Property, free and clear of all Liens (other than Permitted Liens). Neither the Company Group, nor to the Knowledge of the Company, any other party to the Lease is in all material respects breach of or default pursuant to any Lease. Except as set forth in good operating condition Section 3.14(b) of the Company Disclosure Letter or as would otherwise not have a Company Material Adverse Effect, with respect to each of the Leases: (A) each Company Group Member’s possession and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions or defects on any part quiet enjoyment of the Leased Real Property that would materially impair under such Lease has not been disturbed; (B) neither the Company Group nor any other party to the Lease is in breach or would be reasonably expected default under such Lease, and, to materially impair the continued operation Knowledge of the business Company, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; and (C) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company and its Subsidiaries as presently conducted at such Leased Real PropertyGroup.

Leased Real Property. Set forth in Section 3.13(b4.19(a) of the Company Disclosure Letter contains is a true, correct and complete list of (i) all the address and description of each Real Property Lease, the names of the real property lessor and CCG Entity that is leased, subleased, licensed or otherwise used or occupied bylessee thereunder, the Company rental amount currently being paid, the expiration of the term thereof, and the current use of such property for each leasehold or sub-leasehold estate in, or other right to use or occupy, any of its Subsidiaries land, buildings, structures or improvements (such propertycollectively, the “Leased Real Property”) and (ii) all leases, subleases, licenses or other Contracts pursuant to which the Company or its Subsidiaries use or occupy, or have the right to use or occupy, now or in the future, such Leased Real Property (each, a “Lease”). The Company Seller has delivered or made available to Parent the Purchaser true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto), and each Real Property Lease. Except as set forth in the case of any oral Lease, a written summary Section 4.19(a) of the material terms of such Lease. The Company and/or one of its SubsidiariesDisclosure Letter, as the case may be, have and own good, valid and subsisting leasehold interests in the Leased Real Property under each Lease, subject to proper authorization and execution of such Lease by the other party thereto and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitations, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. With with respect to each Lease and except as would not, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries of the Leased Real PropertyProperty Leases, (i) each Real Property Lease is in full force and effect and a legal, valid, binding and legally enforceable obligation of the Company or its applicable Subsidiaryenforceable, except as the case same may bebe limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, arrangement, moratorium or other similar Laws relating to or affecting the rights of creditors generally, or by general equitable principles, against the applicable CCG Entity and, to the Knowledge of the Company, the other parties thereto (except landlord thereunder, is in each case as may be limited by the Enforceability Limitations); (ii) each Lease full force and effect, and has not been amended or modified (except to the extent disclosed in any material respect except as reflected in Section 4.19(a) of the modifications, amendments, supplements and side letters thereto made available to ParentCompany Disclosure Letter); (iiiii) there is no existing material default or event of default by the Company or any of its Subsidiaries orCCG Entity nor, to the Knowledge of the Company, any other party thereto, to any Real Property Lease is in breach or default under any Real Property Lease and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute a breach of any Real Property Lease, except in each such case where such breach or default would not, individually or in the aggregate, result in a Company Material Adverse Effect; and (iii) to the Knowledge of the Company, there are no disputes with respect to any Lease; (iv) neither the Company nor any of its Subsidiaries each CCG Entity has collaterally assigned or granted any other security a good and valid leasehold interest in such Lease or any interest therein; all Leased Real Property, free and (v) there are no clear of all Liens (other than Permitted Liens) on ). All work, improvements, alterations, installations and decorations required to be done to date by the estate landlord under any Real Property Lease have been accepted or interest created waived by the CCG Entity that is a party to such Real Property Lease. The Leased Real Property is in all material respects in good operating condition Leasing, broker’s and in a state finder’s commissions of good any kind due and working maintenance owing or to become due and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions or defects on owing to anyone by any part of CCG Entity with respect to the Leased Real Property that would materially impair or would be reasonably expected do not exceed $50,000 in the aggregate. Except to materially impair the continued operation of the business extent disclosed in Section 4.19(a) of the Company Disclosure Letter, all premises under the Real Property Leases, to the Company’s Knowledge, comply with all applicable Laws including the Americans with Disabilities Act and its Subsidiaries as presently conducted at such Leased Real Propertysimilar local or state Laws.

Leased Real Property. Section 3.13(b3.14(b) of the Company Disclosure Letter contains a true, correct and complete list list, as of (i) the date of this Agreement, of all of the real property that is leasedexisting leases, subleasedsubleases, licensed licenses or otherwise used or occupied by, other agreements pursuant to which the Company or any of its Subsidiaries (such property, the “Leased Real Property”) and (ii) all leases, subleases, licenses uses or other Contracts pursuant to which the Company or its Subsidiaries use or occupyoccupies, or have has the right to use or occupy, now or in the future, any real property in excess of 50,000 square feet (such property, the “Leased Real Property (eachProperty,” and each such lease, sublease, license or other agreement, a “Lease”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, modifications and amendments and supplements thereto), and in the case of any oral Lease, a written summary of the material terms of such Lease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in the Leased Real Property under each Lease, subject to proper authorization and execution of such Lease by the other party thereto and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitations, except Except as would not, individually or in the aggregate, not have a Company Material Adverse Effect. With respect to each Lease and except as would not, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by (i) the Company or one of its Subsidiaries of has valid leasehold estates in the Leased Real Property, free and clear of all liens (i) each Lease is in full force and effect and a valid, binding and legally enforceable obligation of the Company or its applicable Subsidiary, as the case may be, and, to the Knowledge of the Company, the other parties thereto (except in each case as may be limited by the Enforceability Limitationsthan Permitted Liens); (ii) each Lease has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements and side letters thereto made available to Parent; (iii) there is no existing material default or event of default by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, under any Lease (iii) to the Knowledge of the Company, there are no disputes with respect to any Lease; (iv) neither the Company nor any of its Subsidiaries is in breach of or default pursuant to any Lease, nor does there exist a fact or circumstance that, with the passing of time or the giving of notice, would become a breach or default pursuant to any Lease or permit the termination, modification or acceleration of rent under such Lease; (iii) each Lease is legal, valid, binding, enforceable and in full force and effect, except as such enforceability may be limited by the Enforceability Limitations; (iv) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy any material portion of such Leased Real Property; and (v) the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; and (v) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The Leased Real Property is in all material respects in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions or defects on any part of the Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of the business of the Company and its Subsidiaries as presently conducted at such Leased Real Property.

Leased Real Property. Section 3.13(b2.1(d) of the Company Disclosure Letter contains a true, correct Schedule lists the term of the Acquired Leases and complete list the rent payable thereunder. With respect to the Acquired Leases listed in Section 2.1(d) of the Disclosure Schedule: (i) all except as set forth on Section 2.1(d) of the real property that is leasedDisclosure Schedule, none of the Acquired Leases have been modified; (ii) except for Permitted Liens and Subleases listed on Section 2.1(d) of the Disclosure Schedule, the Sellers have not assigned, subleased, licensed transferred, conveyed, mortgaged, deeded in trust, or otherwise used or occupied by, the Company encumbered any interest in all or any portion of its Subsidiaries (such propertyany Acquired Lease or Store, the “Leased Real Property”) and (ii) all leasesnor entered into any license agreements, subleases, licenses concession agreements or other Contracts pursuant to which the Company or its Subsidiaries similar agreements for use or occupy, occupancy of space in or have at any of real property leased under such Acquired Leases; (iii) no Contractual Obligations (other than the right Acquired Leases and the Acquired Contracts) shall exist that would give rise to use a claim or occupy, now Lien against a Store or in the future, such Leased Real Property Office Space after the Closing Date; (each, a “Lease”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto)iv) Sellers shall not be aware of, and in have not received any notices of, environmental violations relating to the case of any oral Lease, a written summary Stores; (v) neither of the material terms Stores leased under the Acquired Leases have been operated nor maintained, and are not presently, in violation of such Lease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests applicable Laws in the Leased Real Property under each Lease, subject any manner that has had or would reasonably be expected to proper authorization and execution of such Lease by the other party thereto and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitations, except as would nothave, individually or in the aggregate, have a Company Material Adverse Effect. With respect to each Lease ; (vi) the Sellers have received all approvals of governmental authorities (including licenses and permits) required in connection with the operation thereof and has operated in compliance with the terms of such approvals except as would notnot reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries of the Leased Real Property, (i) each Lease is in full force and effect and a valid, binding and legally enforceable obligation of the Company or its applicable Subsidiary, as the case may be, and, to the Knowledge of the Company, the other parties thereto (except in each case as may be limited by the Enforceability Limitations)Effect; (ii) each Lease has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements and side letters thereto made available to Parent; (iii) there is no existing material default or event of default by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, under any Lease (iii) to the Knowledge of the Company, there are no disputes with respect to any Lease; (iv) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (vvii) there are no Liens pending or threatened condemnation proceedings or actions relating to the property subject to the Acquired Leases; (viii) the Sellers have not given notice to any landlord under the Acquired Leases waiving, exercising or indicating that they will or will not be exercising any extension or renewal option; and (ix) the Stores are presently supplied with utilities and other than Permitted Liens) on services necessary for the estate or interest created by such Lease. The Leased Real Property is in all material respects in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions or defects on any part of the Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of said Stores as operated in the business Ordinary Course of the Company and its Subsidiaries as presently conducted at such Leased Real PropertyBusiness.

Leased Real Property. Section 3.13(b) of the The Company Disclosure Letter contains a true, correct and complete list of (i) has valid leasehold interests in all of the real property that is leased, subleased, licensed or otherwise used or occupied by, which it holds under the Company or any leases described in Schedule 4.15 of its Subsidiaries the Disclosure Schedules (such propertycollectively, the “Leased Real Property”) ), which leasehold interests are in each case free and (ii) clear of all leasesEncumbrances, subleasesexcept for Permitted Exceptions. Following completion of the transactions contemplated herein, licenses the Company shall continue to have valid leasehold interests in all of the real property which it holds under the leases described in Schedule 4.15 of the Disclosure Schedules, in each case free and clear of all Encumbrances except Permitted Exceptions. The Leased Real Property constitutes all real properties used or other Contracts pursuant to which occupied by the Company or its Subsidiaries reflected on the Financial Statements. With respect to the Leased Real Property: (a) the Company has use or occupyof all easements and rights necessary to conduct the Business; (b) no portion thereof is subject to any pending, or have to the right Knowledge of the Key Employees any threatened, condemnation proceeding or other proceeding by any public authority; (c) the Building and structures, including heating, ventilation and air conditioning systems, roof, foundation and floors, are in good operating condition and repair, subject only to use or occupy, now or in ordinary wear and tear; (d) the future, such Leased Real Property (each, a “Lease”). The Company has made available to Parent true, correct Building and complete copies of all Leases (including all material modifications, amendments and supplements thereto)structures are not, and in the case of any oral Lease, a written summary operation of the material terms of such Lease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in Business at the Leased Real Property under each Leaseis not, subject to proper authorization and execution in violation of such Lease by any zoning or other Requirements of Laws (including obtaining all approvals of any Governmental Body, including Governmental Permits, required in the other party thereto and Permitted Liensoperation thereof), except in each case, for such violations as enforcement may do not and would not reasonably be limited by the Enforceability Limitations, except as would notexpected to, individually or in the aggregate, have result in a Company Material Adverse Effect. With respect to each Lease and except as would not, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries of the Leased Real Property, (i) each Lease is in full force and effect and a valid, binding and legally enforceable obligation of the Company or its applicable Subsidiary, as the case may be, and, to the Knowledge of the Company, the other parties thereto (except in each case as may be limited by the Enforceability Limitations); (ii) each Lease has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements and side letters thereto made available to Parent; (iii) there is no existing material default or event of default by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, under any Lease (iii) to the Knowledge of the Company, there are no disputes with respect to any Lease; (iv) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (ve) there are no Liens leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of any parcel of Leased Real Property; and (other than Permitted Liensf) on the estate or interest created by such Lease. The Leased Real Property is in all material respects in good operating condition supplied with utilities and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable other services necessary for its current uses and purposes. There are no physical conditions or defects on any part of the Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of such facilities as conducted by the business of the Company and its Subsidiaries as presently conducted at such Leased Real PropertyCompany.

Leased Real Property. Section 3.13(b3.14(b) of the Company Disclosure Letter contains a true, correct and complete list list, as of (i) the date of this Agreement, of all of the real property that is leasedexisting leases, subleasedsubleases, licensed licenses or otherwise used or occupied by, other agreements pursuant to which the Company or any of its Subsidiaries (such property, the “Leased Real Property”) and (ii) all leases, subleases, licenses uses or other Contracts pursuant to which the Company or its Subsidiaries use or occupyoccupies, or have has the right to use or occupy, now or in the future, any real property that is material or in excess of 8,000 square feet (such property, the “Leased Real Property (eachProperty,” and each such lease, sublease, license or other agreement, a “Lease”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments amendments, supplements, annexes and supplements schedules thereto). Except as has not had, and in the case of any oral Lease, a written summary of the material terms of such Lease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in the Leased Real Property under each Lease, subject would not reasonably be expected to proper authorization and execution of such Lease by the other party thereto and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitations, except as would nothave, individually or in the aggregate, have a Company Material Adverse Effect. With respect to each Lease and except as would not, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or one of its Subsidiaries of has valid leasehold estates, licenses or other similar interests in the Leased Real Property, free and clear of all Liens (i) other than Permitted Liens). Each Lease is a valid and binding obligation, enforceable in accordance with its terms, of the Company or the Subsidiary of the Company that is party thereto and, to the Company’s Knowledge, of each Lease other party thereto, and is in full force and effect and a validis enforceable against each party thereto, binding except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and legally enforceable obligation other similar Laws affecting or relating to creditors’ rights generally; and (ii) is subject to general principles of equity. None of the Company or Company, any of its applicable Subsidiary, as the case may be, andSubsidiaries party thereto nor, to the Knowledge of the Company, the any other parties thereto party thereto, is in breach of or default pursuant to any Lease, and no event has occurred that, with or without notice or lapse of time or both, would (except in each case as may be limited by the Enforceability Limitations); (iii) each constitute such a breach or default pursuant to any Lease has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements and side letters thereto made available to Parent; (iii) there is no existing material default or event of default by the Company or any of its Subsidiaries Subsidiaries, or, to the Knowledge of the Company, any other party thereto, ; (ii) result in a right of termination for any party under any Lease Lease; or (iii) to cause or permit the Knowledge acceleration of the Company, there are no disputes with respect or other changes to any right or obligation or the loss of any benefit for any party under any Lease; (iv) neither the Company nor any , in each case, except for such breaches and, defaults, rights of its Subsidiaries has collaterally assigned termination, acceleration or granted any other security interest in such Lease or any interest therein; losses that have not had and (v) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The Leased Real Property is in all material respects in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions or defects on any part of the Leased Real Property that would materially impair or would not reasonably be reasonably expected to materially impair have, individually or in the continued operation of the business of the aggregate, a Company and its Subsidiaries as presently conducted at such Leased Real PropertyMaterial Adverse Effect.

Leased Real Property. Section 3.13(b) of the Company Disclosure Letter contains a true, correct and complete list of Except as set forth in Schedule 3.12: (i) all of the real property that is leasedCompany has a good and valid leasehold interest in, subleased, licensed or otherwise used or occupied byand enjoys peaceful and undisturbed possession of, the Company or any of its Subsidiaries (such property, Facilities pursuant to the “Leased Real Property”) and respective Facility Leases; (ii) all leaseseach of the Facility Leases is a legal, subleases, licenses or other Contracts pursuant to which binding and enforceable obligation against the Company or its Subsidiaries use or occupy, or have the right to use or occupy, now or in the future, such Leased Real Property (each, a “Lease”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto), and in the case of any oral Lease, a written summary of the material terms of such Lease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in the Leased Real Property under each Lease, subject to proper authorization and execution of such Lease by the other party thereto and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitations, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. With respect to each Lease and except as would not, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries of the Leased Real Property, (i) each Lease is in full force and effect effect, and a valid, binding and legally enforceable obligation of the Company or its applicable Subsidiary, as the case may be, and, to the Knowledge of the Company, the other parties thereto (except in each case as may be limited by the Enforceability Limitations); (ii) each Lease has not been amended or modified received any notice from the lessor under any Facility Lease that the such Facility Lease is not in any material respect except as reflected in the modifications, amendments, supplements full force and side letters thereto made available to Parenteffect; (iii) there is no existing material default or event of default by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, amount payable under any Facility Lease (iii) to the Knowledge of the Company, there are no disputes with respect to is past due beyond any Leaseapplicable cure period; (iv) neither the Company nor is in compliance with all covenants, commitments and obligations on its part to be performed or observed under each of the Facility Leases and is not in violation or default thereunder and Seller does not have knowledge of the failure by any other party to any such lease to comply with all of its commitments and obligations or to be in violation or default thereunder; (v) the Company has not received any notice which has not heretofore been cured or resolved of any breach or demand for performance under any of its Subsidiaries has collaterally assigned or granted the Facility Leases and is not a party to any other security interest agreement with the lessor of any of the Facilities which gives such lessor, as a remedy for any breach of such other agreement, any right to terminate or alter the terms of the Facility Lease to which such lessor is a party; (vi) all material buildings, structures, fixtures and building systems included in the Facilities are in proper condition and repair to operate such Lease facilities in the manner in which they are currently being operated; (vii) the Company has not received notice from any Governmental or Regulatory Authority that any interest thereinof such buildings, structures, fixtures and systems are not presently used and operated in compliance with all material covenants, easements, agreements, legal requirements, zoning and restrictions affecting any of the Facilities; and (vviii) except for the Facility Leases, there are is no Liens (other than Permitted Liens) on real property lease or sublease to which the estate or interest created by such Lease. The Leased Real Property Company is in all material respects in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear exceptedparty, and is adequate and suitable for its current uses and purposes. There are no physical conditions or defects on any part of the Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of the business of the Company and its Subsidiaries as presently conducted at such Leased Real Propertydoes not have any other possessory interest in real property.

Leased Real Property. Section 3.13(b3.15(b) of the Company Disclosure Letter contains a true, correct and complete list list, as of (i) the date of this Agreement, of all of the real property that is leasedexisting leases, subleasedsubleases, licensed licenses or otherwise used or occupied by, other agreements pursuant to which the Company or any of its Subsidiaries uses or occupies, or has the right to use or occupy, any real property for which annual base rent exceeds $1,000,000 (such property, the “Leased Real Property”) ,” and (ii) all leaseseach such lease, subleasessublease, licenses license or other Contracts pursuant to which the Company or its Subsidiaries use or occupy, or have the right to use or occupy, now or in the future, such Leased Real Property (eachagreement, a “Lease”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto), and in the case of any oral Lease, a written summary of the material terms of such Lease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in the Leased Real Property under each Lease, subject to proper authorization and execution of such Lease by the other party thereto and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitations, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. With respect to each Lease and except as have not had, and would notnot reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries of the Leased Real PropertyEffect, (i) each Lease is in full force and effect and a valid, binding and legally enforceable obligation of the Company or its applicable Subsidiary, as the case may be, and, to the Knowledge of the Company, the other parties thereto (except in each case as may be limited by the Enforceability Limitations); (ii) each Lease has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements and side letters thereto made available to Parent; (iii) there is no existing material default or event of default by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, under any Lease (iii) to the Knowledge of the Company, there are no disputes with respect to any Lease; (iv) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (vii) there are no Liens liens (other than Permitted Liens) on the estate or interest created by such Lease. The Company or one of its Subsidiaries has valid leasehold estates in the Leased Real Property Property, free and clear of all liens (other than Permitted Liens). To the Knowledge of the Company, (i) neither the Company nor any of its Subsidiaries is in all material respects in good operating breach of or default pursuant to any Lease, (ii) there is not under any Lease any condition and in or event that, with notice or lapse of time, or both, would constitute a state default under the provisions of good and working maintenance and repair, ordinary wear and tear exceptedsuch Lease, and is adequate (iii) except as have not had, and suitable for its current uses and purposes. There would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no physical conditions disputes (e.g., with respect to pass through expenses and reconciliations thereof) with respect to any Lease. Except as set forth on Section 3.15(b) of the Company Disclosure Letter, there are no subleases, licenses or defects on similar agreements (each, a “Sublease”) granting to any part Person, other than the Company or any of its Subsidiaries, any right to use or occupy the Owned Real Property or the Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of the business of the Company and its Subsidiaries as presently conducted at such Leased Real Propertyfor which annual base rent exceeds $1,000,000.

Leased Real Property. Section 3.13(b(a) of the Company Disclosure Letter contains Schedule 3.7 sets forth a true, correct and complete list of (i) and describes all of the real property that is leased, subleased, licensed currently leased by Seller or otherwise used its Affiliates relating to the Business or occupied by, the Company or any of its Subsidiaries Purchased Assets (such property, the “Leased Real Property”) and (ii) all leases, subleases, licenses or other Contracts pursuant to which the Company or its Subsidiaries use or occupy, or have the right to use or occupy, now or in the future, such Leased Real Property (each, a “Lease”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto), and in the case of any oral Lease, a written summary of the material terms of such Lease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in Except for the Leased Real Property under each Leaseidentified on Schedule 3.7, subject to proper authorization and execution neither Seller nor any Affiliate of such Lease by the other party thereto and Permitted LiensSeller presently owns or leases, except in each casenor does either have any interest in, as enforcement may be limited by the Enforceability Limitations, except as would not, individually or any real property used primarily in the aggregate, have Business. Seller or one of its Affiliates has a Company Material Adverse Effect. With respect to each Lease and except as would not, individually or valid leasehold interest in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries all of the Leased Real Property, free and clear of all mortgages, liens, pledges, security interests, charges, claims, tenancies, restrictions and encumbrances of any nature or kind whatsoever (“Liens”), except for (i) each Lease is in full force and effect and a valid, binding and legally enforceable obligation imperfections of title that do not materially impair the present use by Seller of the Company or its applicable SubsidiaryLeased Real Property subject thereto, as the case may be, and, to the Knowledge of the Company, the other parties thereto (except in each case as may be limited by the Enforceability Limitations); (ii) each Lease has not been amended or modified in any material respect except as reflected in the modificationszoning laws, amendmentsland use restrictions and other applicable legal requirements, supplements and side letters thereto made available to Parent; (iii) there items that would be reflected on an accurate survey of the Leased Real Property, and (iv) all Lien restrictions, reservations of rights and other matters disclosed in deeds, surveys, policies of title insurance and title commitments that have been provided to, or have been obtained by, Purchaser. There is no existing material default or claim of material default (or an event that with notice, lapse of default time or both would result in any such default) by the Company or Seller, any of its Subsidiaries Affiliates or, to the Knowledge of the CompanySeller’s Knowledge, any other party thereto, under any Lease (iii) lease agreement relating to the Knowledge of the Company, there are no disputes with respect to any Lease; (iv) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (v) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The Leased Real Property is in all material respects in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposesProperty. There are no physical conditions or defects on any part of All lease agreements relating to the Leased Real Property that would materially impair are legal, valid, and binding obligations of Seller or would one of its Affiliates enforceable against such entity in accordance with their respective terms and, to Seller’s Knowledge, each other party thereto, except as such enforceability may be reasonably expected limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to materially impair the continued operation creditors’ rights and by general principles of the business equity (regardless of the Company and its Subsidiaries as presently conducted whether enforcement is sought in a proceeding at such Leased Real Propertylaw or in equity).

Leased Real Property. Section 3.13(b2.13(b)(i) of the Company Disclosure Letter contains a true, correct and complete list list, as of (i) the date of this Agreement, of all of the real property that is leasedexisting leases, subleasedsubleases, licensed licenses or otherwise used or occupied by, other agreements pursuant to which the Company or any of its Subsidiaries (such property, the “Leased Real Property”) and (ii) all leases, subleases, licenses uses or other Contracts pursuant to which the Company or its Subsidiaries use or occupyoccupies, or have has the right to use or occupy, now or in the future, any real property (such property, the “Leased Real Property (eachProperty,” and each such lease, sublease, license or other agreement, a “Lease”). Each Lease is valid, binding, in full force and effect and enforceable in accordance with its terms (subject to Enforceability Exceptions). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto), and in the case of any oral Lease, a written summary of the material terms of such Lease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in the Leased Real Property under each Lease, subject to proper authorization and execution of such Lease by the other party thereto and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitations, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. With respect to each Lease and except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries of the Leased Real Property, (i) each Lease is in full force and effect and a valid, binding and legally enforceable obligation of the Company Company’s or its applicable SubsidiarySubsidiaries’, as the case may be, possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed (other than as a result of COVID-19 or any COVID-19 Measure) and, to the Knowledge of the Company, the other parties thereto (except in each case as may be limited by the Enforceability Limitations); (ii) each Lease has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements and side letters thereto made available to Parent; (iii) there is no existing material default or event of default by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, under any Lease (iii) to the Knowledge of the Company’s Knowledge, there are no disputes with respect to any such Lease; (ivii) neither the Company nor any or one of its Subsidiaries has not collaterally assigned or granted any other security interest in such Lease or any interest therein; and (viii) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease and (iv) since December 31, 2019, neither the Company nor any of its Subsidiaries has received notice of any default, acceleration of performance or notice of termination under any Lease. The Company or one of its Subsidiaries has valid leasehold estates in the Leased Real Property Property, free and clear of all Liens (other than Permitted Liens). Neither the Company, nor any of its Subsidiaries or, to the Company’s Knowledge, any other party thereto, is in all material respects in good operating condition and in a state breach of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable or default pursuant to any Lease. Except for its current uses and purposes. There are no physical conditions the completion of the tenant improvement work performed (or defects on any part of to be performed) at landlord’s expense under the Lease for the Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of the business set forth on Section 2.13(b)(ii) of the Company and its Subsidiaries as presently conducted at such Disclosure Letter, there are no tenant improvement work, construction work or other capital projects, material repairs, replacements or regularly schedule maintenance relating to any Leased Real PropertyProperty that have not been completed and are currently being delayed or deferred by the Company or any of its Subsidiaries.

Leased Real Property. Section 3.13(b) of Neither the Company Disclosure Letter contains a true, correct and complete list of (i) all of the real property that is leased, subleased, licensed or otherwise used or occupied by, the Company or nor any of its Subsidiaries owns any real property. Schedule 4.7 sets forth the address of each parcel of real property leased by the Company or one of its Subsidiaries (such property, the “Leased Real Property”) and (ii) a true and complete list of all leases, subleases, licenses or other Contracts pursuant to which the Company or its Subsidiaries use or occupy, or have the right to use or occupy, now or in the future, Leases for each such Leased Real Property (each, a “Lease”including the date and name of the parties to such Lease document). The Company has made available delivered to Parent true, correct a true and complete copies copy of all Leases (including all material modificationseach such Lease document. Except as provided in Schedule 4.7, amendments and supplements thereto), and in the case of any oral Lease, a written summary with respect to each of the material terms of Leases: (i) such Lease. The Lease is legal, valid, binding, enforceable against the Company and/or one or any of its Subsidiaries, as the case may beapplicable, have and own good, valid and subsisting leasehold interests in the Leased Real Property under each Lease, subject to proper authorization and execution of such Lease by the other party thereto and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitations, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. With respect to each Lease and except as would not, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries of the Leased Real Property, (i) each Lease is in full force and effect and a valid, binding and legally enforceable obligation of the Company or its applicable Subsidiary, as the case may be, and, to the Knowledge of the Company, each counter party thereto, and in full force and effect in the other parties thereto (except in each case as may be limited by the Enforceability Limitations)form provided to Parent; (ii) each the Company’s or its Subsidiaries possession and quiet enjoyment of the Leased Real Property under such Lease has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements disturbed and side letters thereto made available to Parent; (iii) there is no existing material default or event of default by the Company or any of its Subsidiaries or, to the Company’s Knowledge of the Company, any other party thereto, under any Lease (iii) to the Knowledge of the Company, there are no disputes with respect to such Lease; (iii) the Company is not in breach or default under such Lease, (iii) neither the Company nor any of its Subsidiaries, nor to the Company’s Knowledge, the other party to such Lease is in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (iv) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (v) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest Lien in such Lease or any interest therein; and (v) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The Leased Real Property is supplied with utilities and other services necessary for the operation of the business conducted by the Company and its Subsidiaries therein. No condemnation proceeding is pending or, to the Company’s Knowledge, threatened, which would impair the occupancy, use or value of any of the Leased real Property. To the Company’s Knowledge, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, including in all material respects the Leased Real Property (the “Improvements”) are in good operating condition and repair. The Company or any of its Subsidiaries has the exclusive right to use and occupy the Leased Real Property pursuant to the terms of the Leases listed on Schedule 4.7 and all Licenses required to have been issued or appropriate to enable the Leased Real Property to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in a state of good full force and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposeseffect. There are no physical conditions outstanding notices of any uncorrected written violations of applicable building, safety, fire or defects on housing ordinances with respect to the Leased Real Property. There are no purchase options, rights of first refusal or other similar contractual rights (i) pertaining to any part of the leasehold interests of the Company or any of its Subsidiaries in any of the Leased Real Property that would materially impair or would be reasonably expected (ii) to materially impair the continued operation Company’s Knowledge, otherwise affecting or relating to the Company’s or any of its Subsidiaries’ rights with respect to any of the business of the Company and its Subsidiaries as presently conducted at such Leased Real Property.

Leased Real Property. Section 3.13(b3.8(a) of Schedule III sets forth the address of each Leased Real Property facility of the Company Disclosure Letter contains Group as of the date hereof. Except as set forth on Section 3.8(a) of Schedule III, with respect to each of the leases for such Leased Real Property facility (each a true, correct and complete list of “Real Property Lease”): (i) all of the real property that is leased, subleased, licensed or otherwise used or occupied by, the Company or any of its Subsidiaries (such property, as the “case may be) has a valid leasehold estate in all Leased Real Property”) , which shall be free and clear of all Liens, except Permitted Liens, and is in possession of the properties purported to be leased or licensed under the applicable leases for such Leased Real Property, (ii) each Real Property Lease is a legal, valid, binding and enforceable against the Company or its Subsidiary party thereto, as applicable, and is in full force and effect, subject to proper execution of such lease by the other parties thereto and has not been modified, (iii) the transactions contemplated hereby do not require the consent of any other party to such lease and will not result in a breach of or default under such lease, (iv) each of the Company Group and to the Company’s Knowledge, each of the other parties thereto, has performed in all leasesmaterial respects all material obligations required to be performed under each lease for each Leased Real Property, subleases, licenses (v) no member of the Company Group is in material breach or other Contracts pursuant material default under any such lease to which it is party, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default or permit the termination, modification or acceleration of rent under such lease, (vi) the Company or its Subsidiaries use or occupy, or have the right to use or occupy, now or in the future, such Leased Real Property (each, a “Lease”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto), and in the case of any oral Lease, a written summary of the material terms of such Lease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in the Leased Real Property under each Lease, subject to proper authorization and execution of such Lease by the other party thereto and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitations, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. With respect to each Lease and except as would not, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries of the Leased Real Property, (i) each Lease is in full force and effect and a valid, binding and legally enforceable obligation of the Company or its applicable Subsidiary, as the case may be, and, to the Knowledge of the Company, the other parties thereto (except in each case as may be limited by the Enforceability Limitations); (ii) each Lease has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements and side letters thereto made available to Parent; (iii) there is no existing material default or event of default by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, under any Lease (iii) to the Knowledge of the Company, there are no disputes with respect to any Lease; (iv) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such any Real Property Lease or any interest therein; and , (vvii) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The developments affecting any Leased Real Property is pending, or to the Company’s Knowledge, threatened, which individually or in all the aggregate, impair, or would reasonably be expected to impair, the value of the Leased Real Property to which they relate or the present or intended use, occupancy and/or operation of such Leased Real Property, and (viii) the Leased Real Property and any buildings or equipment thereon owned or leased by the Company and its Subsidiaries have no material respects defects, are in good operating condition and repair and have been reasonably maintained consistent with standards generally followed in a state the industry (given due account to the age and length of good and working maintenance and repairuse of same, ordinary wear and tear excepted), and is are adequate and suitable for its current their present and intended uses and, in the case of buildings (including the roofs thereof), are structurally sound. The Company has made available to Purchaser a true and purposes. There are no physical conditions or defects on any part complete copy of the Leased each Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of the business of the Company Lease (including all amendments, extensions, renewals, guaranties and its Subsidiaries as presently conducted at such Leased Real Propertyother agreements with respect thereto).

Leased Real Property. Section 3.13(b) Subject to entry of the Company Disclosure Letter contains Confirmation Order on the Effective Date, Schedule 2.20(b) sets forth the address of each Leased Real Property and, with respect to the Leased Real Property that is material, a true, correct true and complete list of all Leases (iincluding all amendments, extensions, renewals, guaranties and other agreements with respect thereto) all of the real property that is leased, subleased, licensed or otherwise used or occupied by, the Company or any of its Subsidiaries (such property, the “Leased Real Property”) and (ii) all leases, subleases, licenses or other Contracts pursuant to which the Company or its Subsidiaries use or occupy, or have the right to use or occupy, now or in the future, for each such Leased Real Property (each, a the “LeaseMaterial Leases”). The Company has delivered or made available to Parent true, correct the Backstop Parties true and complete copies of all Leases the Material Leases. Except as set forth on Schedule 2.20(b) (including all material modifications, amendments and supplements theretosubject to entry of the Confirmation Order on the Effective Date), with respect to each of the Leases: (i) such Lease is legal, valid, binding, enforceable and in full force and effect, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditor’s rights generally and by the case application of any oral Lease, a written summary general principles of equity; (ii) the material terms Company’s or Subsidiary’s possession and quiet enjoyment of such Lease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in the Leased Real Property under each Lease, subject to proper authorization and execution of such Lease by the other party thereto has not been disturbed in any material respect, and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitations, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. With respect to each Lease and except as would not, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries of the Leased Real Property, (i) each Lease is in full force and effect and a valid, binding and legally enforceable obligation of the Company or its applicable Subsidiary, as the case may be, and, to the Knowledge of the Company, the other parties thereto (except in each case as may be limited by the Enforceability Limitations); (ii) each Lease has not been amended or modified in any there are no material disputes with respect except as reflected in the modifications, amendments, supplements and side letters thereto made available to Parentsuch Lease; (iii) there is no existing material default or event except with respect to the filing of default by the Chapter 11 Cases, neither the Company or nor any of its Subsidiaries orSubsidiary nor, to the Knowledge of the Company, any other party thereto, under any Lease (iii) to the Knowledge of the CompanyLease, there are no disputes with respect to any is in breach or default under such Lease; (iv) no security deposit or portion thereof deposited with respect such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (v) neither the Company nor Subsidiary owes, or will owe in the future, any of its Subsidiaries has collaterally assigned brokerage commissions or granted any other security interest in finder’s fees with respect to such Lease or any interest thereinLease; and (vvi) there are no Liens (other than Permitted Liens) on neither the estate Company nor Subsidiary has subleased, licensed or interest created by otherwise granted any Person the right to use or occupy such Lease. The Leased Real Property is in all material respects in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions or defects on any part of the Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of the business of the Company and its Subsidiaries as presently conducted at such Leased Real Propertyportion thereof.

Leased Real Property. Section 3.13(b3.14(b) of the Company Disclosure Letter contains a true, correct and complete list list, as of (i) the date of this Agreement, of all of the real property that is leasedexisting leases, subleasedsubleases, licensed licenses or otherwise used or occupied by, other agreements pursuant to which the Company or any of its Subsidiaries (such property, the “Leased Real Property”) and (ii) all leases, subleases, licenses licenses, uses or other Contracts pursuant to which the Company or its Subsidiaries use or occupyoccupies, or have has the right to use or occupy, now or in the future, any real property in excess of 35,000 square feet (such property, the “Leased Real Property (eachProperty,” and each such lease, sublease, license or other agreement, a “Lease”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, modifications and amendments and supplements thereto). Except as set forth in Section 3.14(b) of the Company Disclosure Letter, and in there are no subleases, licenses, occupancy agreements or other contractual obligations by the case Company or its Subsidiaries that grant the right of use or occupancy of any oral Lease, a written summary of the material terms of such Lease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in the Leased Real Property under each Leasein excess of 35,000 square feet to any Person other than the Acquired Companies, subject to proper authorization and execution there is no Person in possession of such Lease by any Leased Real Property other than the other party thereto and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitations, except Acquired Companies. Except as would not, individually or in the aggregate, have reasonably be expected to be material to the Company and the Subsidiaries of the Company taken as a Company Material Adverse Effect. With respect to each Lease and except as would notwhole, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by (i) the Company or one of its Subsidiaries of has valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances (i) each Lease is in full force and effect and a valid, binding and legally enforceable obligation of the Company or its applicable Subsidiary, as the case may be, and, to the Knowledge of the Company, the other parties thereto (except in each case as may be limited by the Enforceability Limitationsthan Permitted Encumbrances); (ii) each Lease has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements and side letters thereto made available to Parent; (iii) there is no existing material default or event of default by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, under any Lease (iii) to the Knowledge of the Company, there are no disputes with respect to any Lease; (iv) neither the Company nor any of its Subsidiaries is in breach of or default pursuant to any Lease, nor, to the Knowledge of the Company, does there exist a fact or circumstance that, with the passing of time or the giving of notice, would become a breach or default pursuant to any Lease or permit the termination, modification or acceleration of rent under such Lease; (iii) each Lease is legal, valid, binding, enforceable and in full force and effect, except as such enforceability may be limited by the Enforceability Limitations; and (iv) the Company has not collaterally assigned or granted any other security interest in any such Lease or any interest therein; and (v) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The Leased Real Property is in all material respects in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions or defects on any part of the Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of the business of the Company and its Subsidiaries as presently conducted at such Leased Real Property.

Leased Real Property. Section 3.13(b) of the Company Disclosure Letter contains a true, correct and complete list of (i) all of the With respect to any real property that is leased, subleased, licensed leased or otherwise used subleased to the Corporation or occupied by, the Company or any of its Subsidiaries subsidiaries (such property, the “Leased Real Property”): (i) the lease or sublease for such property is valid, legally binding, enforceable and in full force and effect, and none of the Corporation or any of its subsidiaries or, to the knowledge of the Vendor, the landlord, is in breach of or default under such lease or sublease, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Corporation or its subsidiaries or permit termination, modification or acceleration by any third party thereunder, (ii) all leases, subleases, licenses no third party has repudiated or other Contracts pursuant to which the Company or its Subsidiaries use or occupy, or have has the right to terminate or repudiate such lease or sublease (except for the normal exercise of remedies in connection with a default thereunder or any termination rights set forth in the lease or sublease) or any provision thereof, (iii) the Corporation and its subsidiaries have not received any written notice that they have, by their use or occupy, now or in the future, such Leased Real Property (each, a “Lease”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto), and in the case of any oral Lease, a written summary of the material terms of such Lease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in the Leased Real Property under each Lease, subject to proper authorization and execution of such Lease by the other party thereto and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitations, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. With respect to each Lease and except as would not, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries occupation of the Leased Real Property, contravened any lease or other right under which they occupy the same and/or any requirement or restriction having the force of law, (iiv) each Lease is the Corporation and its subsidiaries have not received any written notice that they have failed to comply with any covenants, conditions, restrictions, statutory and other requirements, by-laws, order and regulations (including in full force respect of planning and/or building control) affecting the Leased Real Property, and effect and a valid, binding and legally enforceable obligation of the Company or its applicable Subsidiary, as the case may be, andthere are not, to the Knowledge knowledge of the CompanyVendor, the other parties thereto any circumstances that are likely to lead to such a claim, dispute or proceeding, (except in each case as may be limited by the Enforceability Limitations); (ii) each Lease has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements and side letters thereto made available to Parent; (iiiv) there is no existing material default or event of default by dispute between the Company Corporation or any of its Subsidiaries or, subsidiaries and the landlord or the tenant or occupier of the Leased Real Property (or any of them or any part of them) or the owner or occupier of any other premises adjacent to the Knowledge Leased Real Property, (vi) no rent reviews are currently under negotiation or the subject of the Company, any other party thereto, under any Lease (iii) to the Knowledge of the Company, there are no disputes with respect a reference to any Lease; expert or arbitrator or the courts, and (ivvii) neither the Company Corporation nor any of its Subsidiaries has collaterally assigned subsidiaries have received any notice that a landlord intends to break the term of any lease or granted to exercise any other security interest power of entry upon or right to be in possession of the Leased Real Property, except in each of sub-paragraphs (i) through (vii) as would not be material and adverse to the operation of any applicable retail salon of the Xxxxx Xxxxxxx Group located at such Lease or any interest therein; and (v) there are no Liens (other than Permitted Liens) on the estate or interest created by such LeaseLeased Real Property. The Leased Real Property is is, in all material respects respects, in good operating condition and in a good state of good and working maintenance and repairrepair having regard to its use and age. As at October 31, ordinary wear 2012, there were no outstanding Taxes due and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions or defects on any part payable in respect of the Leased Real Property that would materially impair by the Corporation or would be reasonably expected to materially impair its subsidiaries, other than as reflected in the continued operation consolidated balance sheet of the business Xxxxx Xxxxxxx Group as at October 31, 2012. To the knowledge of the Company and its Subsidiaries as presently conducted at such Vendor, the Leased Real PropertyProperty is exclusively occupied by the respective entity of the Xxxxx Xxxxxxx Group as disclosed in the Data Room Materials.

Leased Real Property. Section 3.13(bSchedule 4.24(b) (Leased Real Property) attached hereto sets forth the address of the Company Disclosure Letter contains each Leased Real Property, and a true, correct true and complete list of (i) all of the real property that is leased, subleased, licensed or otherwise used or occupied by, the Company or any of its Subsidiaries (such property, the “Leased Real Property”) and (ii) all leases, subleases, licenses or other Contracts pursuant to which the Company or its Subsidiaries use or occupy, or have the right to use or occupy, now or in the future, such Leased Real Property (each, a “Lease”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modificationsamendments, amendments extensions, renewals, guaranties and supplements other agreements with respect thereto)) for each such Leased Real Property. The Seller has delivered to Buyer a true and complete copy of each such Lease document, and in the case of any oral Lease, a written summary of the material terms of such Lease. The Company and/or one Except as set forth in Schedule 4.24(b), with respect to each of its Subsidiariesthe Leases: (i) such Lease is legal, as valid, binding, enforceable and in full force and effect; (ii) the case may beassignment of the Lease to Buyer pursuant to this Agreement does not require the consent of any other party to such Lease, have will not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and own good, valid in full force and subsisting leasehold interests in effect on identical terms following the Closing; (iii) the Seller's or Seller Subsidiary's possession and quiet enjoyment of the Leased Real Property under each Lease, subject to proper authorization and execution of such Lease by the other party thereto and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitations, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. With respect to each Lease and except as would not, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries of the Leased Real Property, (i) each Lease is in full force and effect and a valid, binding and legally enforceable obligation of the Company or its applicable Subsidiary, as the case may be, and, to the Knowledge of the Company, the other parties thereto (except in each case as may be limited by the Enforceability Limitations); (ii) each Lease has not been amended or modified in any material respect except as reflected in the modificationsdisturbed, amendments, supplements and side letters thereto made available to Parent; (iii) there is no existing material default or event of default by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, under any Lease (iii) to the Knowledge of the CompanySeller's Knowledge, there are no disputes with respect to any such Lease; (iv) neither the Company Seller or Seller Subsidiary nor to Seller's Knowledge any other party to the Lease is in breach or default under such Lease, and to Seller's Knowledge no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a 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 such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) neither the Seller nor any of its Subsidiaries Seller Subsidiary owes, or will owe in the future, any brokerage commissions or finder's fees with respect to such Lease; (vii) the other party to such Lease is not an affiliate of, and otherwise does not have any economic interest in, the Seller or any Seller Subsidiary; (viii) neither the Seller nor any Seller Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) neither the Seller nor any Seller Subsidiary has collaterally assigned or granted any other security interest in such Lease or any interest therein; (x) neither Seller nor any Seller Subsidiary has made any alterations to the Leased Real Property that will require reinstatement at the expiration of the applicable Lease; and (vxi) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The Leased Real Property is in all material respects in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions or defects on any part of the Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of the business of the Company and its Subsidiaries as presently conducted at such Leased Real Property.

Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company and each of its Subsidiaries has a valid and subsisting leasehold estate in each parcel of Leased Real Property for the full term of the respective Lease, free and clear of any Encumbrances other than Permitted Encumbrances. Section 3.13(b4.11(b) of the Company Disclosure Letter Schedule contains a truecomplete and correct list, correct as of the date hereof, of the Leased Real Property including with respect to each such Lease the date of such Lease and complete list of any material amendments thereto. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) all Leases are valid and in full force and effect, and (ii) neither the Company nor any of its Subsidiaries nor, to the real property that is leasedCompany’s Knowledge, subleasedany Third Party, licensed has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise used or occupied by, transferred any Lease nor has the Company or any of its Subsidiaries entered into with any other Person (such propertyother than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the “Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any portion of the Leased Real Property”) and (ii) all leases, subleases, licenses or other Contracts pursuant to which the Company or its Subsidiaries use or occupy, or have the right to use or occupy, now or in the future, such Leased Real Property (each, a “Lease”). The Company has delivered or otherwise made available to Parent true, correct true and complete copies of all Leases (including all material modifications, amendments and supplements thereto), and in the case of any oral Lease, a written summary of the material terms of such Lease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in the Leased Real Property under each Lease, subject to proper authorization and execution of such Lease by the other party thereto and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitations, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. With respect to each Lease and except as would not, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries of the Leased Real Property, (i) each Lease is in full force and effect and a valid, binding and legally enforceable obligation of the Company or its applicable Subsidiary, as the case may be, and, to the Knowledge of the Company, the other parties thereto (except in each case as may be limited by the Enforceability Limitations); (ii) each Lease has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements supplements, waivers and side letters thereto made available thereto) pursuant to Parent; (iii) there is no existing material default or event of default by which the Company or any of its Subsidiaries orthereof leases, to the Knowledge of the Companysubleases, licenses, uses or otherwise occupies any other party thereto, under any Lease (iii) to the Knowledge of the Company, there are no disputes with respect to any Lease; (iv) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (v) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The Leased Real Property is in all material respects in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions or defects on any part of the Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of the business of the Company and its Subsidiaries as presently conducted at such Leased Real Property.

Leased Real Property. Section 3.13(b2.1(d) of the Company Disclosure Letter contains a true, correct Schedule lists the term of the Acquired Leases and complete list the rent payable thereunder. With respect to the Acquired Leases listed in Section 2.1(d) of the Disclosure Schedule: (i) all except as set forth on Section 2.1(d) of the real property that is leasedDisclosure Schedule, none of the Acquired Leases have been modified; (ii) except for Permitted Liens and Subleases listed on Section 2.1(d) of the Disclosure Schedule, the Sellers have not assigned, subleased, licensed transferred, conveyed, mortgaged, deeded in trust, or otherwise used or occupied by, the Company encumbered any interest in all or any portion of its Subsidiaries (such propertyany Acquired Lease or Store, the “Leased Real Property”) and (ii) all leasesnor entered into any license agreements, subleases, licenses concession agreements or other Contracts pursuant to which the Company or its Subsidiaries similar agreements for use or occupy, occupancy of space in or have at any of real property leased under such Acquired Leases; (iii) no Contractual Obligations (other than the right Acquired Leases and the Acquired Contracts) shall exist that would give rise to use a claim or occupy, now or in Lien against a Store after the future, Final Closing Date applicable to such Leased Real Property Store; (each, a “Lease”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto)iv) Sellers shall not be aware of, and in have not received any notices of, environmental violations relating to the case of any oral Lease, a written summary Stores; (v) neither of the material terms Stores leased under the Acquired Leases have been operated nor maintained, and are not presently, in violation of such Lease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests applicable Laws in the Leased Real Property under each Lease, subject any manner that has had or would reasonably be expected to proper authorization and execution of such Lease by the other party thereto and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitations, except as would nothave, individually or in the aggregate, have a Company Material Adverse Effect. With respect to each Lease ; (vi) the Sellers have received all approvals of governmental authorities (including licenses and permits) required in connection with the operation thereof and has operated in compliance with the terms of such approvals except as would notnot reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries of the Leased Real Property, (i) each Lease is in full force and effect and a valid, binding and legally enforceable obligation of the Company or its applicable Subsidiary, as the case may be, and, to the Knowledge of the Company, the other parties thereto (except in each case as may be limited by the Enforceability Limitations)Effect; (ii) each Lease has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements and side letters thereto made available to Parent; (iii) there is no existing material default or event of default by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, under any Lease (iii) to the Knowledge of the Company, there are no disputes with respect to any Lease; (iv) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (vvii) there are no Liens pending or threatened condemnation proceedings or actions relating to the property subject to the Acquired Leases; (viii) the Sellers have not given notice to any landlord under the Acquired Leases waiving, exercising or indicating that they will or will not be exercising any extension or renewal option; and (ix) the Stores operated in connection with the Acquired Leases are presently supplied with utilities and other than Permitted Liens) on services necessary for the estate or interest created by such Lease. The Leased Real Property is in all material respects in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions or defects on any part of the Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of said Stores as operated in the business Ordinary Course of the Company and its Subsidiaries as presently conducted at such Leased Real PropertyBusiness.

Leased Real Property. Section 3.13(bSchedule 3.7(b) sets forth the address of the Company Disclosure Letter contains a true, correct and complete list of (i) all of the real property that is leased, subleased, licensed or otherwise used or occupied by, the Company or any of its Subsidiaries (such property, the “each Leased Real Property”, and a list of all Leases (other than the Intercompany Leases and excluding immaterial agreements with respect or supplemental thereto that do not amend any economic terms or material non-economic terms of the Lease) and (ii) all leases, subleases, licenses or other Contracts pursuant to which the Company or its Subsidiaries use or occupy, or have the right to use or occupy, now or in the future, for each such Leased Real Property (eachother than any Inland Real Property), a “Lease”)including the date and name of the parties to such Leases. The Company has made available delivered to Parent true, correct Buyer a true and complete copies copy of all the written Leases. To the Knowledge of Seller, there are no oral Leases for any Leased Real Property (including all material modifications, amendments and supplements theretoother than any Inland Real Property). Except as set forth in Schedule 3.7(b), and in the case of any oral Lease, a written summary with respect to each of the material terms Leases: (i) such Lease constitutes the valid and legally binding obligation of such Lease. The the Company and/or one of its or the Company Subsidiaries, as the case may be, have and own goodenforceable in accordance with its terms, valid except as such enforceability (A) may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and subsisting leasehold interests other similar Laws affecting or relating to creditors’ rights generally; and (B) is subject to general principles of equity (whether considered in a proceeding at Law or in equity), and in full force and effect; (ii) neither the Leased Real Property Company or any Company Subsidiary nor, to the Knowledge of Seller, any other party to such Lease is in breach or default under each such Lease, subject to proper authorization and execution no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such Lease by a breach or default, or permit the other party thereto and Permitted Lienstermination, except modification or acceleration of rent under such Lease, except, in each case, as enforcement may where such breach, default or event would not reasonably be limited by the Enforceability Limitations, except as would notexpected to, individually or in the aggregate, have a Company Material Adverse Effect. With respect to each Lease and except as would not, individually materially impair the business or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries operations of the Leased Real PropertyTarget Companies, (i) each Lease is taken as a whole, or would reasonably be expected to result in full force and effect and a valid, binding and legally enforceable obligation of the Company or its applicable Subsidiary, as the case may be, and, to the Knowledge of the Company, the other parties thereto (except in each case as may be limited by the Enforceability Limitations); (ii) each Lease has not been amended or modified in cross default with any material respect except as reflected in the modifications, amendments, supplements and side letters thereto made available to ParentExisting Loan; (iii) there the other party to such Lease is no existing material default or event of default by not an Affiliate of, and otherwise does not have any economic interest in, the Company or any of its Subsidiaries orCompany Subsidiary; (iv) except for any Permitted Lien and any Intercompany Leases, the Company or any Company Subsidiary has not subleased, licensed or otherwise granted any Person the right to the Knowledge of the Company, use or occupy such Leased Real Property or any other party thereto, under any Lease portion thereof except as set forth on Schedule 3.7(b); (iiiv) to the Knowledge of the CompanySeller and except in connection with any Existing Loans, there are no disputes with respect to any Lease; (iv) neither the Company nor or any of its Subsidiaries Company Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; and (vvi) to the Knowledge of Seller, there are no Liens (other than Permitted Liens) created by any Target Company on the estate or interest created by such Lease. The Leased Real Property is in all material respects in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions or defects on any part of the Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of the business of the Company and its Subsidiaries as presently conducted at such Leased Real PropertyLease other than Permitted Liens.

Leased Real Property. Section 3.13(bSchedule 4.11(b) sets forth the address of the Company Disclosure Letter contains each Leased Real Property and a true, correct true and complete list of (i) all of Leases for each Leased Real Property. Except as set forth in Schedule 4.11(b), neither the real property that is leasedCompany nor its Subsidiary leases, subleased, licensed or otherwise used or occupied by, the Company or any of its Subsidiaries (such property, the “Leased Real Property”) and (ii) all leases, subleases, licenses or other Contracts pursuant to which occupies any real property not owned by the Company or its Subsidiaries use or occupySubsidiary. Except as set forth in Schedule 4.11(b), or have with respect to each of the right to use or occupy, now or in the future, such Leases for each Leased Real Property Property: (each, i) the Company or its Subsidiary has a “Lease”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto), and in the case of any oral Lease, a written summary of the material terms of such Lease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests interest in the Leased Real Property under each Lease, subject to proper authorization and execution of which such Lease by the other party thereto and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitations, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. With respect to each Lease and except as would not, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries of the Leased Real Property, applies; (iii) each such Lease is legal, valid, binding and enforceable in accordance with its terms and in full force and effect and a valid, binding and legally enforceable obligation of the Company or its applicable Subsidiary, as the case may be, and, to the Knowledge of the Company, the other parties thereto (except in each case as may be limited by the Enforceability Limitations); (ii) each Lease has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements and side letters thereto made available to Parentmodified; (iii) there is no existing material default or event the transactions contemplated hereby do not require the consent of default by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party theretoto such Lease and will not result in a breach of or default under such Lease, under any or otherwise cause such Lease (iii) to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Knowledge of the Company, there are no disputes with respect to any LeaseClosing; (iv) neither the Company nor its Subsidiary nor, to the Knowledge of the Shareholders, any other party to such Lease is in breach or default under such Lease and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default or permit the termination, modification or acceleration of rent under such Lease; (v) the Company’s or its Subsidiaries Subsidiary’s possession and quiet enjoyment of the Leased Real Property to which such Lease applies has not been disturbed and there are no disputes with respect to such Lease; (vi) no security deposit or portion thereof has been applied in respect of a breach or default under such Lease that has not been redeposited in full; (vii) the other party to such Lease is not in any way affiliated with either the Company or its Subsidiary; and (viii) neither the Company nor its Subsidiary has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (v) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The Leased Real Property is in all material respects in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions or defects on any part of the Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of the business of the Company and its Subsidiaries as presently conducted at such Leased Real Property.

Leased Real Property. Section 3.13(bSchedule 2.16(b) of the Company Disclosure Letter contains a true, correct and complete list of (i) sets forth all of the real property that is leased, subleased, licensed or otherwise used or occupied by, the Company or any of its Subsidiaries (such property, the “Leased Real Property”) and (ii) all leases, subleases, licenses or other Contracts leases pursuant to which the Company or its Subsidiaries use or occupy, or have the right to use or occupy, now or in the future, such Leased Real Property (each, a “Lease”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto), and in the case of any oral Lease, a written summary of the material terms of such Lease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in the Leased Real Property under each Lease, subject to proper authorization and execution of such Lease by the other party thereto and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitations, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. With respect to each Lease and except as would not, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use real property is leased by the Company or its Subsidiaries TAC (as lessee), true and correct copies of which have been delivered, or made available, to Xxxxxx. Each of the Company or TAC, as applicable, has good and valid leasehold title to, and enjoys peaceful and undisturbed possession of, all real leased property described in such leases (the “TAC Leased Real Property”), to which it is a party free and clear of any and all Liens other than any Permitted Liens which would not permit the termination of the lease therefor by the lessor. Except as set forth on Schedule 2.16(b), with respect to each such parcel of TAC Leased Property, (i) each Lease is in full force and effect and a valid, binding and legally enforceable obligation of the Company or its applicable Subsidiary, as the case may be, andthere are no pending or, to the Knowledge of the Company, threatened suits, actions, litigation (including, without limitation condemnation proceedings or any other matter affecting the other parties thereto (except in each case as may be limited by the Enforceability Limitations); current or currently proposed use, occupancy or value) relating to such TAC Leased Property or any portion thereof, (ii) each Lease has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements and side letters thereto made available to Parent; (iii) there is no existing material default or event none of default by the Company or any of its Subsidiaries TAC, or, to the Knowledge of the Company, any third party has entered into any sublease, license, option, right, concession or other party theretoagreement or arrangement, under written or oral, granting to any Lease person the right to use or occupy such TAC Leased Property or any portion thereof or interest therein (except for such parties whose possession or use of such TAC Leased Property could not reasonably be expected to impede the Company’s or TAC’s ability to use or transfer such TAC Leased Property as the Company or TAC wishes) and (iii) neither the Company nor TAC has received written notice of any pending or threatened special assessment relating to such TAC Leased Property and, to the Knowledge of the Company, there are is no disputes with respect to any Lease; (iv) neither the Company nor any of its Subsidiaries has collaterally assigned pending or granted any other security interest in such Lease or any interest therein; and (v) there are no Liens (other than Permitted Liens) on the estate or interest created by such Leasethreatened special assessment relating thereto. The Each TAC Leased Real Property is in all material respects in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable supplied with utilities sufficient for its current uses and purposes. There are no physical conditions or defects on any part of the Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of the business of the Company such TAC Leased Property and its Subsidiaries as presently conducted at such Leased Real Propertyabuts on or has direct, permanent vehicular access to a public road.

Leased Real Property. Section 3.13(b) 3.16(c)-1 of the Company Disclosure Letter contains sets forth the address or location of each Leased Real Property and a true, correct and complete list of (i) all Leases of the real property that is leasedCompany, subleased, licensed or otherwise used or occupied by, the Company or any of its Subsidiaries (such property, the “Leased Real Property”) and (ii) all leases, subleases, licenses or other Contracts pursuant to which RMI. Except as set forth on Section 3.16(c)-1 of the Company or its Subsidiaries use or occupy, or have the right to use or occupy, now or in the future, such Leased Real Property (each, a “Lease”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto), and in the case of any oral Lease, a written summary of the material terms of such Lease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in the Leased Real Property under each Lease, subject to proper authorization and execution of such Lease by the other party thereto and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitations, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. With respect to each Lease and except as would not, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries of the Leased Real PropertyDisclosure Letter, (i) each Lease is in full force and effect and a valid, binding and legally enforceable obligation of the Company or its applicable Subsidiary, as the case may be, and, to the Knowledge of the Company, the other parties thereto (except one of its Subsidiaries or RMI has a valid leasehold interest in each case as may be limited by of the Enforceability Limitations)Material Leased Real Properties; (ii) each Lease has not been amended of Material Leased Real Property is legal, valid, binding and enforceable against the Company and its Subsidiaries or modified RMI (as applicable) in any material respect except as reflected accordance with its terms and in the modificationsfull force and effect, amendmentssubject to bankruptcy, supplements insolvency, fraudulent transfer, reorganization, moratorium and side letters thereto made available similar laws of general applicability relating to Parentor affecting creditors’ rights and to general equity principles; (iii) there is no existing material default or event of default by neither the Company or Company, any of its Subsidiaries nor RMI, or, to the Knowledge of the Company’s knowledge, any other party theretoto any Lease, is in breach or default under any Lease (iii) and, to the Knowledge Company’s knowledge, 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 Companytermination, there are no disputes with respect to modification or acceleration of rent under any Lease; (iv) neither all rent and other sums and charges payable to the Company nor Company, any of its Subsidiaries or RMI under all Leases are current; (v) neither the Company’s, any of its Subsidiaries’ nor RMI’s possession and quiet enjoyment of each Material Leased Real Property is being disturbed; (vi) there are no material disputes with respect to any Leases of Material Leased Real Property; (vii) no security deposit or bond provided as security, or portion thereof, if applicable, has been applied in respect of a breach or default under any Lease that has not been redeposited or replenished in full; (viii) the other party to each Lease of Material Leased Real Property is not, and was not at the time of execution, in any way affiliated with the Company, any of its Subsidiaries or RMI; and (ix) neither the Company, any of its Subsidiaries nor RMI has collaterally assigned or granted any other security interest in such Lease any of the Leases of Material Leased Real Property or any interest therein; and (v) there are no Liens therein (other than Permitted Liens) on the estate or interest created by such Lease. The Leased Real Property is in all material respects in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions or defects on any part of the Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of the business of the Company and its Subsidiaries as presently conducted at such Leased Real Property).

Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company and each of its Subsidiaries has a valid and subsisting leasehold estate in each parcel of Leased Real Property for the full term of the respective Lease, free and clear of any Encumbrances other than Permitted Encumbrances. Section 3.13(b4.11(b) of the Company Disclosure Letter Schedule contains a truecomplete and correct list, correct as of the Original Agreement Date, of the Leased Real Property including with respect to each such Lease the date of such Lease and complete list of any material amendments thereto. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) all Leases are valid and in full force and effect, and (ii) neither the Company nor any of its Subsidiaries nor, to the real property that is leasedCompany’s Knowledge, subleasedany Third Party, licensed has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise used or occupied by, transferred any Lease nor has the Company or any of its Subsidiaries entered into with any other Person (such propertyother than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the “Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any portion of the Leased Real Property”) and (ii) all leases, subleases, licenses or other Contracts pursuant to which the Company or its Subsidiaries use or occupy, or have the right to use or occupy, now or in the future, such Leased Real Property (each, a “Lease”). The Company has delivered or otherwise made available to Parent true, correct true and complete copies of all Leases (including all material modifications, amendments and supplements thereto), and in the case of any oral Lease, a written summary of the material terms of such Lease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in the Leased Real Property under each Lease, subject to proper authorization and execution of such Lease by the other party thereto and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitations, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. With respect to each Lease and except as would not, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries of the Leased Real Property, (i) each Lease is in full force and effect and a valid, binding and legally enforceable obligation of the Company or its applicable Subsidiary, as the case may be, and, to the Knowledge of the Company, the other parties thereto (except in each case as may be limited by the Enforceability Limitations); (ii) each Lease has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements supplements, waivers and side letters thereto made available thereto) pursuant to Parent; (iii) there is no existing material default or event of default by which the Company or any of its Subsidiaries orthereof leases, to the Knowledge of the Companysubleases, licenses, uses or otherwise occupies any other party thereto, under any Lease (iii) to the Knowledge of the Company, there are no disputes with respect to any Lease; (iv) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (v) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The Leased Real Property is in all material respects in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions or defects on any part of the Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of the business of the Company and its Subsidiaries as presently conducted at such Leased Real Property.

Leased Real Property. Section 3.13(b4.17(b) of the Company Disclosure Letter contains a trueSchedules lists, correct and complete list as of the date of this Agreement, (i) all the address of each Leased Real Property (other than temporary construction site offices relating to individual projects); and (ii) the real property that is leased, subleased, licensed or otherwise used or occupied by, Leased Real Property in respect of which the Company or any of its Subsidiaries are required to pay €250,000 or more annually in rent (such property, the “Material Leased Real Property”) and (ii) all leases, subleases, licenses or other Contracts pursuant to which the Company or its Subsidiaries use or occupy, or have the right to use or occupy, now or in the future, such Leased Real Property (each, a “Lease”). The Company has made available to Parent Yucaipa true, correct and complete copies of all Leases the Contracts (including all material modifications, amendments amendments, guarantees, supplements, waivers, extensions, renewals, side letters and supplements other agreements with respect thereto), and in ) pursuant to which the case of Company or any oral Lease, a written summary of the material terms of such Lease. The Company and/or one of its Subsidiaries, as Subsidiaries use or occupy (or have been granted an option to use or occupy) the case may be, have and own good, valid and subsisting leasehold interests in the Material Leased Real Property under each Lease, subject to proper authorization and execution of such Lease by the other or is otherwise a party thereto and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitations, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. With with respect to each Lease and except as would not, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries of the Leased Real Property, Property (i) each the “Leases”). Each Lease is in full force and effect and is a valid, legal and binding and legally enforceable obligation of the Company or its applicable SubsidiarySubsidiary that is a party thereto, enforceable in accordance with its terms against the Company or its Subsidiary (as the case may be, applicable) and, to the Knowledge Company’s knowledge, each other party thereto, subject, in each case, to the Enforceability Exceptions. The Company or one of its Subsidiaries has a valid and subsisting leasehold estate in, and enjoys peaceful and materially undisturbed possession of, all Leased Real Property, subject only to Permitted Liens. Except as set forth on Section 4.17(b) of the Company Disclosure Schedules, neither the Company nor its Subsidiaries has a sublease, license or other Contract granting to any Person the right to use or occupy any Leased Real Property or any portion thereof. To the knowledge of the Company, the other parties thereto (except in each case as may be limited by the Enforceability Limitations); (ii) each Lease has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements and side letters thereto made available to Parent; (iii) there is no existing material default or event of default by neither the Company or any of its Subsidiaries or, to the Knowledge of the Company, nor any other party thereto, under any Lease (iiiis in material breach or default under any Lease and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a material breach or default under any Lease or would permit the termination thereof by any party of any Lease. The Leased Real Property identified in Section 4.17(b) to the Knowledge of the Company, there are no disputes with respect Company Disclosure Schedules comprises all of the real property necessary to any Lease; (iv) neither conduct the business of the Company and its Subsidiaries. Neither the Company nor any of its Subsidiaries that is a party to a Lease has assigned, transferred, conveyed, mortgaged, deed in trust, encumbered, or collaterally assigned or granted any other security interest in such any Lease or any interest therein; and (v) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The Leased Real Property is in all material respects in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions or defects on any part of the Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of the business of the Company and its Subsidiaries as presently conducted at such Leased Real Property.

Leased Real Property. Section 3.13(b3.18(b) of the Company Disclosure Letter contains Schedules sets forth a true, correct true and complete list (including street addresses) of (i) all of the real property that is and improvements located thereon leased, licensed, subleased, licensed sublicensed, or otherwise used or occupied byoccupied, the Company or permitted to be used or occupied, by any of its Subsidiaries the Group Companies (such property, the “Leased Real Property”) and all Real Property Leases (iiand the name and date of the parties to each of the parties to the Real Property Leases) all leases, subleases, licenses or other Contracts pursuant to which the any Group Company or its Subsidiaries use or occupyis a tenant, licensee, subtenant, sublicensee, or have other occupant as of the right to use or occupy, now or in the future, such Leased Real Property (each, a “Lease”)date of this Agreement. The Company has made available to Parent true, correct True and complete copies of all Leases (including all material modifications, amendments and supplements thereto), and in the case of any oral Lease, a written summary of the material terms of such Lease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in the Leased Real Property under each Lease, subject Leases have been made available to proper authorization and execution of such Lease by the other party thereto and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitations, except as would not, individually or in the aggregate, have a Company Material Adverse EffectJAWS. With respect to each Lease and except as would not, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries of the Leased Each Real Property, (i) each Property Lease is in full force and effect and is a valid, legal and binding and legally enforceable obligation of the applicable Group Company or party thereto, enforceable in accordance with its applicable Subsidiary, as the case may be, terms against such Group Company and, to the Knowledge 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). Except as set forth in Section 3.18(b) of the CompanyCompany Disclosure Schedules, (i) the transactions contemplated by this Agreement will not require the consent of any party to any Real Property Leases, will not result in a breach of or default under any Real Property Leases or otherwise cause the Real Property Leases to (A) no longer be in full force and effect or (B) cease to be the valid, legal and binding obligation of each of the applicable Group Company party thereto and each other parties party thereto, enforceable in accordance with its terms against such Group Company and each other party thereto (except in each case as may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the Enforceability Limitationsenforcement of creditors’ rights and subject to general principles of equity); , (ii) the quiet possession and enjoyment of each Lease applicable Group Company to its respective Leased Real Property has not been amended or modified in any material respect except as reflected in the modificationsdisturbed, amendments, supplements and side letters thereto made available to Parent; (iii) there is no existing material default dispute, breach or event of default by the any Group Company or any of its Subsidiaries or, to the Knowledge Company’s knowledge, any third party under any Real Property Lease, and, to the Company’s knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a dispute, breach or default or would permit termination of, or a modification or acceleration thereof by any party to such Real Property Leases, (iv) no security deposit or portion thereof deposited with respect such Real Property Lease has been applied in respect of a dispute, breach or default under such Real Property Lease which has not been redeposited in full, (v) no Group Company owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to such Real Property Lease, (vi) the counterparty to such Real Property Lease is not a Company Non-Party Affiliate and otherwise has never and presently does not have any economic interest in any Group Company, (vii) no Group Company has leased, subleased, licensed, sublicensed, or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof, (viii) the Leased Real Property comprise all of the Companyreal property used or intended to be used in, any other party theretoor otherwise related to, under any Lease the Business, and (iiiix) to the Knowledge Leased Real Property and the furniture, fixtures and equipment located therein or thereon, as applicable, is in good condition and repair and sufficient for the operation of the CompanyBusiness, and there are no disputes with respect to any Lease; (iv) neither the Company nor facts or conditions affecting any of its Subsidiaries has collaterally assigned the furniture, fixtures and equipment located in or granted any other security interest in such Lease or any interest therein; and (v) there are no Liens (other than Permitted Liens) on upon the estate or interest created by such Lease. The Leased Real Property is which would, individually or in all the aggregate, interfere in any material respects in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions respect with the use or defects on any part occupancy of the Leased Real Property that would materially impair or would be reasonably expected to materially impair any portion thereof in the continued operation of the business of the Company and its Subsidiaries as presently conducted at such Leased Real PropertyBusiness.

Leased Real Property. Section 3.13(b(i) Schedule 3.2(v) of the Company Disclosure Letter contains sets forth a true, correct complete and complete accurate list of (i) all of the real property that is leasedand/or premises currently leased (including properties subject to ground leases), subleased, licensed or otherwise used occupied by any Acquired Company from a third party other than between or occupied byamong the Acquired Companies (collectively, the Company or any of its Subsidiaries (such property"Leased Real Properties" and, together with the Owned Real Property, the “Leased "Acquired Company Real Property”) "), including the name of the entity holding such leasehold interest and (ii) a complete list of Lease Documents. Complete and accurate copies of all leases, lease guaranties, subleases, licenses or other Contracts pursuant to which the Company or its Subsidiaries use or occupy, or have the granting a right to use or occupy, now or in the future, such occupancy or use of Leased Real Property Property, including all amendments, terminations and modifications thereof in the possession of the Seller (eachcollectively, a “Lease”). The Company has the "Lease Documents") have been made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto)Purchaser, and in the case of any oral Lease, a written summary of there are no other Lease Documents affecting the material terms of such Lease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in governing the Leased Real Property under each Leaseor to which the Acquired Companies are bound. Except as set forth on Schedule 3.2(v) of the Disclosure Letter, subject to proper authorization and execution of such Lease by the other party thereto and Permitted Liens, except in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws 38 #110828415 relating to creditors' rights generally, or subject to general principles of equity, the Enforceability Limitations, except as would not, individually or in the aggregate, have a applicable Acquired Company Material Adverse Effect. With respect to each Lease and except as would not, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries of the Leased Real Property, (i) each Lease is in full force and effect and has a valid, binding and legally enforceable obligation leasehold interest under each lease for the Leased Real Properties, free and clear of the Company or its applicable Subsidiary, as the case may be, and, to the Knowledge of the Company, the other parties thereto (except in each case as may be limited by the Enforceability Limitations); (ii) each Lease has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements and side letters thereto made available to Parent; (iii) there is no existing material default or event of default by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, under any Lease (iii) to the Knowledge of the Company, there are no disputes with respect to any Lease; (iv) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (v) there are no all Liens (other than Permitted Liens). As of the date hereof, no Acquired Company is in material breach or violation of, or default, in each case, with or without notice or lapse of time or both, under any of the Lease Documents and no Acquired Company has received or given any notice of default under any Lease Document which remains uncured. To the knowledge of Sellers, there is no material default by any other parties to the Lease Documents nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Acquired Companies or any other party thereto. Except as set forth on Schedule 3.2(v) on of the estate Disclosure Letter, no Acquired Company has subleased, licensed or interest created by such Lease. The otherwise granted any Person the right to use or occupy any Leased Real Property is in all material respects in good operating condition and in a state of good and working maintenance and repairor any portion thereof. Other than the Acquired Companies, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There there are no physical conditions or defects on any part other parties occupying or, to the knowledge of Sellers, with a right to occupy, the Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of the business of the Company and its Subsidiaries as presently conducted at such Leased Real Property.

Leased Real Property. Section 3.13(b3.18(b) of the Company Disclosure Letter contains Schedules sets forth a true, correct true and complete list of (i) all of the real property that is leased, subleased, licensed licensed, conceded or otherwise similarly used or occupied by, the Company or by any of its Subsidiaries the Group Companies (such property, the “Leased Real Property”). Each Real Property Lease: (i) is in full force and effect and is a valid, legal and binding obligation of the applicable Group Company party thereto, (ii) is fully and unconditionally enforceable in accordance with its terms against such Group Company and each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity) and (iiiii) all leases, subleases, licenses or other Contracts pursuant relates to which the Company or its Subsidiaries use or occupy, or have the right to use or occupy, now or in the future, such a Leased Real Property (each, a “Lease”). The used by the applicable Group Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto), and party thereto in the case performance and conduct of their respective businesses. There are no rights, events or circumstances which (with or without taking other action) would entitle any third party, other than the Group Company, to exercise a right of entry to, or take possession of, all or any part of any oral Leased Real Property, or which would, in any other way, affect or restrict the exclusive continued physical possession, free enjoyment or use of any Leased Real Property, other than as provided in the relevant Real Property Lease or under applicable Law. There is no breach or default by any Group Company or, to the Company’s knowledge, any third party under any Real Property Lease, and, to the Company’s knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a written summary of the material terms of such Lease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in the Leased breach or default under any Real Property under each LeaseLease or would permit termination of, subject or a material modification or acceleration thereof by, any counterparty to proper authorization and execution of such Lease by the other party thereto and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitationsany Real Property Leases, except as is not and would notnot reasonably be expected to be, individually or in the aggregate, have a Company Material Adverse Effectmaterial to the Group Companies. With The Group Companies’ possession and quiet enjoyment of the Leased Real Property under any Real Property Lease has not been materially disturbed, and to the Company’s knowledge, there are no disputes, claims or demands, either pending or threatened in writing, with respect to each Lease any Real Property Lease, as is not and except as would notnot reasonably be expected to be, individually or in the aggregate, material to the Group Companies. True and complete copies of all such Real Property Leases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) under which the aggregate annual rental payments exceed €500,000 have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries been made available to IIAC. With respect to each of the Leased Real Property, Property Leases: (i) each Lease is in full force the applicable Group Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and effect and a valid, binding and legally enforceable obligation of the Company or its applicable Subsidiary, as the case may be, and, to the Knowledge of the Company, the other parties thereto (except in each case as may be limited by the Enforceability Limitations); (ii) each Lease the applicable Group Company has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements and side letters thereto made available to Parent; (iii) there is no existing material default or event of default by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, under any Lease (iii) to the Knowledge of the Company, there are no disputes with respect to any Lease; (iv) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein; and (v) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The Leased Real Property is in all material respects in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions or defects on any part of the Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of the business of the Company and its Subsidiaries as presently conducted at such Leased Real Property.

Leased Real Property. Section 3.13(b3.11(b) of the Company Disclosure Letter Schedule contains a true, correct and complete list list, as of (i) the date hereof, of all of the real property that is leased, subleased, licensed or otherwise used or occupied by, the Company or any of its Subsidiaries (such property, the “Leased Real Property”) and (ii) all existing leases, subleases, licenses or other Contracts agreements pursuant to which the any Acquired Company uses or its Subsidiaries use or occupyoccupies, or have has the right to use or occupy, now or in the future, any real property that provides for payments by the Acquired Companies in excess of $500,000 per annum (such property, the “Leased Real Property (eachProperty,” and each such lease, sublease, license or other agreement, a “Lease”). The Company has made available to Parent the Purchaser true, correct and complete copies of all Leases (including all material modificationsamendments, amendments extensions, renewals, guaranties and supplements other agreements with respect thereto), and in the case of any oral Lease, a written summary of the material terms of such Lease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in the Leased Real Property under each Lease, subject to proper authorization and execution of such Lease by the other party thereto and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitations, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. With respect to each Lease and except as would not, individually or in the aggregate, not have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries Acquired Companies of the Leased Real Property, (i) each Lease is in full force and effect and a valid, binding and legally enforceable obligation of the Company or its applicable Subsidiary, as the case may be, and, to the Knowledge of the Company, the other parties thereto (except in each case as may be limited by the Enforceability Limitations); (ii) each Lease has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements and side letters thereto made available to Parent; (iii) there is no existing material default or event of default by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, under any Lease (iii) to the Knowledge of the Company, there are no disputes with respect to any such Lease; (ivii) neither the no Acquired Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (viii) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The An Acquired Company has valid leasehold estates in the Leased Real Property, free and clear of all Liens (other than Permitted Liens). Neither an Acquired Company, nor to the Knowledge of the Company, any other party to the Lease is in material breach of or default pursuant to any Lease, and no event has occurred that with notice or lapse of time or both would constitute a material breach or default thereunder by an Acquired Company or, to the Knowledge of the Company, any other party thereto. To the Knowledge of the Company, there are no pending or threatened condemnation proceedings against the Leased Real Property. Except as would not have a Company Material Adverse Effect, (x) the Leased Real Property is in all material respects in good operating condition and in a state of good and working maintenance and repair, ordinary reasonable wear and tear excepted, and is adequate and suitable for its current the uses for which they are being used and purposes. There are no physical conditions or defects on any part (y) the operations of the Acquired Companies do not nor does any Leased Real Property that would materially impair violate any applicable building code, zoning requirement or would be reasonably expected other Law relating to materially impair the continued operation of the business of the Company and its Subsidiaries as presently conducted at such Leased Real Propertyproperty or operations thereon.

Leased Real Property. Section 3.13(b) of the Company Disclosure Letter contains Schedule 3.16 sets forth a true, correct and complete list of each lease or similar agreement under which (i) all of the real property that is leased, subleased, licensed or otherwise used or occupied by, the Company or Waltxx xx any of its Subsidiaries is lessee of, or holds or operates, any real property or interest therein owned by any third person, (such propertyii) to the knowledge of Waltxx xxx the Stockholders, Waltxx xx any of its Subsidiaries has been lessee of, or has held or operated, any real property owned by any third person and is as of the “Leased Real Property”date hereof, or will be as of the Effective Date, subject to any actual or contingent liability (other than any liability in respect of a matter referred to in Section 3.29) in respect thereof (the real property described in clauses (i) and (ii) all leases, subleases, licenses above being collectively referred to herein as the "Leased Real Property") or other Contracts pursuant to which the Company or (iii) Waltxx xx any of its Subsidiaries use or occupyis lessor of any of the Owned Real Property. Except as set forth in Schedule 3.16, or have Waltxx xx a Subsidiary has the right to use or occupy, now or in the future, such Leased Real Property (each, a “Lease”). The Company has made available to Parent true, correct and complete copies quiet enjoyment of all Leases (including all material modifications, amendments and supplements thereto), and in the case of any oral Lease, a written summary of the material terms of such Lease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in the Leased Real Property under described in clause (i) of the immediately preceding sentence for the full term of each Leasesuch lease or similar agreement (and any renewal option related thereto) relating thereto, and the leasehold or other interest of Waltxx xx such Subsidiary in such real property is not subject or subordinate to proper authorization and execution of such Lease by the other party thereto and Permitted Liensany encumbrance, except in each case, as enforcement may be limited by for any failure to have such right or the Enforceability Limitations, except as existence of any such encumbrance that would not, individually or in the aggregate, not have a Company Material Adverse Effect. With respect to each Lease and except as would not, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or on Waltxx xxx its Subsidiaries taken as whole. Complete and correct copies of the Leased Real Propertyany title opinions, (i) each Lease is in full force surveys and effect and a valid, binding and legally enforceable obligation of the Company or its applicable Subsidiary, as the case may be, and, to the Knowledge of the Company, the other parties thereto (except in each case as may be limited by the Enforceability Limitations); (ii) each Lease has not been amended or modified in any material respect except as reflected appraisals in the modifications, amendments, supplements and side letters thereto made available to Parent; (iii) there is no existing material default or event possession of default by the Company or Waltxx xx any of its Subsidiaries or, to or any policies of title insurance currently in force and in the Knowledge possession of the Company, any other party thereto, under any Lease (iii) to the Knowledge of the Company, there are no disputes with respect to any Lease; (iv) neither the Company nor Waltxx xx any of its Subsidiaries has collaterally assigned or granted any other security interest in with respect to each such Lease or any interest therein; and (v) there are no Liens (other than Permitted Liens) on the estate or interest created parcel of leased property have heretofore been made available by such Lease. The Leased Real Property is in all material respects in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions or defects on any part of the Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of the business of the Company and its Subsidiaries as presently conducted at such Leased Real PropertyWaltxx xx CMS Energy.

Leased Real Property. Section 3.13(b) of the Company Disclosure Letter Schedule 3.7.2 contains a true, complete and correct and complete list of (i) all of the each real property lease, sublease, license or other occupancy agreement, including any modification, amendment or supplement thereto and any other related document or agreement that is leased, subleased, licensed currently in effect and has been executed or otherwise used or occupied by, entered into by the Company or any of its Subsidiaries (such property, including any of the “Leased Real Property”) foregoing which the Company or its Subsidiary has subleased or assigned to another Person and (ii) all leases, subleases, licenses or other Contracts pursuant as to which the Company or its Subsidiaries use or occupy, or have the right to use or occupy, now or in the future, such Leased Real Property Subsidiary remains liable) (each, a “Real Property Lease”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto), and in the case of any oral Lease, a written summary of the material terms of such Lease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in the Leased Real Property under each Lease, subject to proper authorization and execution of such Lease by the other party thereto and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitations, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. With respect to each Real Property Lease set forth on Schedule 3.7.2: (a) it is valid, binding on the Company or such Subsidiary and except as would notin full force and effect; (b) all rents and additional rents and other sums, individually expenses and charges due to date by the Company or such Subsidiary have been paid; (c) the lessee has been in peaceable possession since the aggregatecommencement of the original term thereof; (d) no waiver, have a Company Material Adverse Effect indulgence or materially and adversely affect postponement of the current use lessee’s obligations thereunder has been granted by the lessor; (e) there exists no default or event of default by the Company or its Subsidiaries of the Leased Real Property, (i) each Lease is in full force and effect and a valid, binding and legally enforceable obligation of the Company Subsidiary or its applicable Subsidiary, as the case may be, and, to the Knowledge of the Company, the by any other parties thereto (party thereto, except in each case as may where such default or event of default would not reasonably be limited by the Enforceability Limitations)expected to have a Material Adverse Effect; (ii) each Lease has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements and side letters thereto made available to Parent; (iiif) there is exists no existing material occurrence, condition or act 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 or any of its Subsidiaries orthereunder, except where such occurrence, condition or act would not reasonably be expected to have a Material Adverse Effect; and (g) there are no outstanding claims of breach or indemnification or notice of default or termination thereunder. The Company and its Subsidiaries hold the Knowledge leasehold estate on each Real Property Lease set forth on Schedule 3.7.2 free and clear of all Liens, except for Permitted Liens and any mortgagees’ Liens on the Companyreal property in which such leasehold estate is located. The real property leased by the Company and its Subsidiaries is in a state of good maintenance and repair and is adequate and suitable for the purposes for which it is presently being used, any other party theretoand, under any Lease (iii) to the Knowledge of the Company, there are no disputes material repair or restoration works needed in connection with respect any of the leased real properties which the Company or any of its Subsidiaries are responsible to any Lease; (iv) make. The Company or one of its Subsidiaries is in physical possession and actual and exclusive occupation of the whole of each of its leased properties. Except as set forth on Schedule 3.7.2, neither the Company nor any of its Subsidiaries has collaterally assigned or granted owes any other security interest in such Lease or brokerage commission with respect to any interest therein; and (v) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The Leased Real Property is in all material respects in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions or defects on any part of the Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of the business of the Company and its Subsidiaries as presently conducted at such Leased Real PropertyLease.

Leased Real Property. Section 3.13(bSchedule 2.11(b) of the Company Disclosure Letter contains a true, correct and complete list of (i) all of the real property that leases and subleases under which Seller is leased, subleased, licensed either lessor or otherwise used or occupied by, the Company or any of its Subsidiaries lessee (such property, the “Leased Real Property”) ). Seller has made available to Buyer or its counsel a true and (ii) all leases, subleases, licenses or other Contracts pursuant complete copy of every lease and sublease to which Seller is a party with respect to the Company or its Subsidiaries use or occupy, or have the right to use or occupy, now or in the future, such Leased Real Property (each, a the “LeaseLeases”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto), and in the case of any oral Lease, a written summary of the material terms of such Lease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, Each Lease is valid and subsisting leasehold interests enforceable in the Leased Real Property under each Lease, subject to proper authorization and execution of accordance with its terms except where such Lease by the other party thereto and Permitted Liens, except in each case, as enforcement enforceability may be limited by (x) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors’ rights generally, and (y) the Enforceability Limitations, except as would not, individually or in the aggregate, have a Company Material Adverse Effectavailability of injunctive relief and other equitable remedies. With respect to each Lease the Leases, and except as would not, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries of the Leased Real Property, set forth on Schedule 2.11(b): (i) each Seller is not, and to Seller’s Knowledge, no other party to any Lease is is, in full force breach or default, and effect and no event has occurred which, with notice or lapse of time, would reasonably be expected to constitute a validbreach or default or permit termination, binding and legally enforceable obligation of the Company modification or its applicable Subsidiary, as the case may be, and, to the Knowledge of the Company, the other parties thereto (except in each case as may be limited by the Enforceability Limitations)acceleration thereunder; (ii) each no postponement or material waiver of Seller’s obligations under a Lease has not been amended or modified in any material respect except as reflected in granted by the modificationslessor, amendments, supplements and side letters thereto made available to Parent; (iii) other than with respect to the transfer of the Purchased Assets, to Seller’s Knowledge, there is exists no existing material default event, occurrence, condition or event act which, with the giving of default notice or the lapse of time, would give rise to a right of termination by the Company lessor under such Lease or give rise to any material liability of its Subsidiaries orSeller under such Lease, to the Knowledge of the Company, any other party thereto, under any Lease (iiiiv) to the Knowledge of the CompanySeller’s Knowledge, there are no disputes with respect disputes, oral agreements or forbearance programs in effect as to any Lease; (iv) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest thereinlease; and (v) there are no Liens Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold (other than pursuant to a Permitted Liens) Lien). All rents due to date on the estate or interest created by such Lease. The Leased Real Property is in all material respects in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions or defects on any part of the Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of the business of the Company and its Subsidiaries as presently conducted at such Leased Real Propertyeach Lease have been paid.

Leased Real Property. Section 3.13(b‎3.15(b) of the Company Disclosure Letter contains a true, correct and complete list of (i) all list, as of the date of this Agreement, of the street addresses of each material leased real property that is leasedproperty, subleased, licensed or otherwise used or occupied by, pursuant to which the Company or any of its Subsidiaries uses or occupies, or has the right to use or occupy any material real property (such property, the “Leased Real Property”) ,” and (ii) all leaseseach such lease, subleasessublease, licenses license or other Contracts pursuant agreement, together with all amendments, modifications, extensions, renewals, and guarantees with respect to which the Company or its Subsidiaries use or occupy, or have the right to use or occupy, now or in the future, such material Leased Real Property (eachProperty, collectively, the “Leases”, and each a “Lease”). The Company has made available to Parent trueTrue, correct and complete copies of all Leases (including all material modificationseach Lease have been made available to Parent, amendments and supplements thereto), and in the case of any oral Lease, a written summary of the material terms of such Lease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in the Leased Real Property under each Lease, subject to proper authorization and execution of such Lease by the other party thereto and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitationsand, except as would notnot reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. With respect to , each Lease is in full force and except effect. Except as would notnot reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries of the Leased Real PropertyEffect, with respect to each Lease, (i) each Lease is in full force and effect and a valid, binding and legally enforceable obligation of the Company or its applicable Subsidiary, as the case may be, and, to the Knowledge of the Company, the other parties thereto (except in each case as may be limited by the Enforceability Limitations); (ii) each Lease has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements and side letters thereto made available to Parent; (iii) there is no existing material default or event of default by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, under any Lease (iii) to the Knowledge of the Company, there are no disputes with respect to any Lease; (iv) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (vii) there are no Liens liens (other than Permitted Liens) on the estate or interest created by such Lease. The Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, with respect to each Leased Real Property is Property: (i) the Company and/or any of its Subsidiaries have valid leasehold estates in the Leased Real Property, free and clear of all material respects in good operating condition and in a state liens (other than Permitted Liens); (ii) to the Knowledge of good and working maintenance and repairthe Company, ordinary wear and tear exceptedthe Company and/or its Subsidiaries have substantially performed all obligations required to be performed under the Leases, as of the date hereof, and is adequate no event has occurred (whether with or without notice, lapse of time or both or the happening or occurrence of any other event) that would constitute a default on the part of Company or any of its Subsidiaries under any Lease, and suitable for neither Company nor any of its current uses and purposes. There Subsidiaries has received written notice of any such default or condition; (iii) to the Knowledge of the Company, there are no physical conditions contractual or defects on any part of legal restrictions that preclude or materially restrict the ability to use the Leased Real Property that would materially impair by Company or would be reasonably expected to materially impair the continued operation any of the business of the Company and its Subsidiaries as presently conducted at for the current use of such Leased Real Property; and (iv) each and every Lease is valid and binding in accordance with its terms and will be valid and binding subject to proper authorization and execution of such Lease by the other party thereto, to the extent that such authorization or execution of such Lease by the other party thereto is required, and the application of any bankruptcy or other creditor’s rights laws. Except as set forth on Section ‎‎3.15(b) of the Company Disclosure Letter, there are no subleases, licenses or similar agreements (each, a “Sublease”) granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy the Owned Real Property or the Leased Real Property.

Leased Real Property. Section 3.13(b) of the Company Disclosure Letter contains a true, correct and complete list of (i) all of the real property that is leased, subleased, licensed or otherwise used or occupied by, the Company or any of its Subsidiaries (such property, the “Leased Real Property”) and (ii) all leases, subleases, licenses or other Contracts pursuant to which the Company or its Subsidiaries use or occupy, or have the right to use or occupy, now or in the future, such Leased All Real Property (eachLeases necessary to conduct the Post-Effective Date Business as currently conducted, a “Lease”). The Company has made available to Parent true, correct and complete copies of all Leases (including in all material modificationsrespects, amendments and, immediately after the Closing Date, necessary for Reorganized Key to continue to operate and supplements thereto)conduct the Post-Effective Date Business as currently conducted and proposed to be conducted following the Closing Date, in all material respects, are valid, legally binding, enforceable and in the case of any oral Lease, a written summary of the material terms of such Lease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in the Leased Real Property under each Lease, subject to proper authorization and execution of such Lease by the other party thereto and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitations, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. With respect to each Lease and except as would not, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries of the Leased Real Property, (i) each Lease is in full force and effect by and a valid, binding and legally enforceable obligation of against the Company or its applicable relevant Subsidiary, as the case may be, and, to the Knowledge of the Company, the other parties thereto (except thereto, and no written notice to terminate, in each case as may be limited by the Enforceability Limitations); (ii) each Lease whole or part, any of such leases has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements and side letters thereto made available delivered to Parent; (iii) there is no existing material default or event of default by the Company or any of its Subsidiaries or(nor, to the Knowledge of the Company, has there been any indication that any such notice of termination will be served), other than certain unexpired leases that may be rejected pursuant to the Chapter 11 Proceedings. Other than as may result from the filing of the Chapter 11 Proceedings, (i) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any other party thereto, under any Lease (iii) to the Knowledge of the Company, there are no disputes with respect to any Lease; (iv) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (v) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The Leased Real Property is Lease necessary to conduct the Post-Effective Date Business as currently conducted, in all material respects respects, and, immediately after the Closing Date, necessary for Reorganized Key to continue to operate and conduct the Post-Effective Date Business as currently conducted and proposed to be conducted following the Closing Date, in good operating condition and all material respects, is in a state of good and working maintenance and repair, ordinary wear and tear excepteddefault or breach under the terms thereof, and is adequate and suitable for its current uses and purposes. There are (ii) no physical conditions event has occurred which, with notice, lapse of time or defects on both, would constitute a breach or default by any part of the Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of the business of the Company and or its Subsidiaries as presently conducted at or permit termination, modification or acceleration by any third party thereunder, except in each case, for such Leased Real Propertyinvalidity, failure to be binding, unenforceability, ineffectiveness, breaches, defaults, terminations, modifications or accelerations that would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect, other than certain unexpired leases that may be rejected pursuant to the Chapter 11 Proceedings.

Leased Real Property. Section 3.13(b3.14(b) of the Company Disclosure Letter contains a true, correct and complete list list, as of (i) the date of this Agreement, of all of the real property that is leasedexisting leases, subleasedsubleases, licensed licenses or otherwise used or occupied by, other agreements pursuant to which the Company or any of its Subsidiaries (such property, the “Leased Real Property”) and (ii) all leases, subleases, licenses uses or other Contracts pursuant to which the Company or its Subsidiaries use or occupyoccupies, or have has the right to use or occupy, now or in the future, any real property in excess of 20,000 rentable square feet (such property, the “Leased Real Property (eachProperty,” and each such lease, sublease, license or other agreement, a “Lease”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, modifications and amendments and supplements thereto), and in the case of any oral Lease, a written summary of the material terms of such Lease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in the Leased Real Property under each Lease, subject to proper authorization and execution of such Lease by the other party thereto and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitations, except Except as would not, individually or in the aggregate, not have a Company Material Adverse Effect. With , with respect to each Lease and except as would not, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries of the Leased Real Property, (i) each Lease is in full force and effect and a valid, binding and legally enforceable obligation of the Company or one of its applicable SubsidiarySubsidiaries has valid leasehold estates in the Leased Real Property, as the case may be, and, to the Knowledge free and clear of the Company, the all liens (other parties thereto (except in each case as may be limited by the Enforceability Limitationsthan Permitted Liens); (ii) each Lease has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements and side letters thereto made available to Parent; (iii) there is no existing material default or event of default by neither the Company or nor any of its Subsidiaries orSubsidiaries, nor to the Knowledge of the Company, any other party theretocounterparty to any Lease, under is in breach of or default pursuant to any Lease, nor does there exist a fact or circumstance that, with the passing of time or the giving of notice, would become a breach or default pursuant to any Lease or permit the termination, modification or acceleration of rent under such Lease; (iii) to each Lease is legal, valid, binding, enforceable and in full force and effect, except as such enforceability may be limited by the Knowledge of the Company, there are no disputes with respect to any LeaseEnforceability Limitations; (iv) neither the Company nor has not subleased, licensed or otherwise granted any Person the right to use or occupy any material portion of its Subsidiaries such Leased Real Property; and (v) the Company has not collaterally assigned or granted any other security interest in any such Lease or any interest therein; and (v) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The Leased Real Property is in all material respects in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions or defects on any part of the Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of the business of the Company and its Subsidiaries as presently conducted at such Leased Real Property.

Leased Real Property. Section 3.13(b3.17(b) of the Company Disclosure Letter contains Schedules sets forth a true, correct true and complete list (including street addresses) of (i) all of the real property that is and improvements located thereon leased, licensed, subleased, licensed sublicensed, or otherwise used or occupied byoccupied, the Company or permitted to be used or occupied, by any of its Subsidiaries the Group Companies (such property, the “Leased Real Property”) and all Real Property Leases (iiand the name and date of the parties to each of the parties to the Real Property Leases) all leases, subleases, licenses or other Contracts pursuant to which the any Group Company or its Subsidiaries use or occupyis a tenant, licensee, subtenant, sublicensee, or have other occupant as of the right to use or occupy, now or in the future, such Leased Real Property (each, a “Lease”)date of this Agreement. The Company has made available to Parent true, correct True and complete copies of all Leases (including all material modifications, amendments and supplements thereto), and in the case of any oral Lease, a written summary of the material terms of such Lease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in the Leased Real Property under each Lease, subject Leases have been made available to proper authorization and execution of such Lease by the other party thereto and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitations, except as would not, individually or in the aggregate, have a Company Material Adverse EffectBHAC. With respect to each Lease and except as would not, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries of the Leased Each Real Property, (i) each Property Lease is in full force and effect and is a valid, legal and binding and legally enforceable obligation of the applicable Group Company or party thereto, enforceable in accordance with its applicable Subsidiary, as the case may be, terms against such Group Company and, to the Knowledge 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). Except as set forth in Section 3.17(b) of the CompanyCompany Disclosure Schedules, (i) the transactions contemplated by this Agreement will not require the consent of any party to any Real Property Leases, will not result in a breach of or default under any Real Property Leases or otherwise cause the Real Property Leases to (A) no longer be in full force and effect or (B) cease to be the valid, legal and binding obligation of each of the applicable Group Company party thereto and each other parties party thereto, enforceable in accordance with its terms against such Group Company and each other party thereto (except in each case as may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the Enforceability Limitationsenforcement of creditors’ rights and subject to general principles of equity); , (ii) the quiet possession and enjoyment of each Lease applicable Group Company to its respective Leased Real Property has not been amended or modified in any material respect except as reflected in the modificationsdisturbed, amendments, supplements and side letters thereto made available to Parent; (iii) there is no existing material default dispute, breach or event of default by the any Group Company or any of its Subsidiaries or, to the Knowledge Company’s knowledge, any third party under any Real Property Lease, and, to the Company’s knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a dispute, breach or default thereunder, or would permit termination of, or a modification or acceleration thereof by any party to such Real Property Leases, (iv) no security deposit or portion thereof deposited with respect such Real Property Lease has been applied in respect of a dispute, breach or default under such Real Property Lease which has not been redeposited in full, (v) no Group Company owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to such Real Property Lease, (vi) the counterparty to such Real Property Lease is not a Company Non-Party Affiliate and otherwise has never and presently does not have any economic interest in any Group Company, (vii) no Group Company has leased, subleased, licensed, sublicensed, or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof, (viii) the Leased Real Property comprise all of the Companyreal property used or intended to be used in, any other party theretoor otherwise related to, under any Lease the Business, (iiiix) to the Knowledge Leased Real Property and the furniture, fixtures and equipment located therein or thereon, as applicable, is in good condition and repair and sufficient for the operation of the CompanyBusiness, and there are no disputes facts or conditions affecting any of the furniture, fixtures and equipment located in or upon the Leased Real Property which would, individually or in the aggregate, interfere in any material respect with respect to the use or occupancy of the Leased Real Property or any Leaseportion thereof in the operation of the Business or the value thereof; (ivx) neither all rent and additional rent including without limitation, operating expenses, property taxes and pass throughs are current; (xi) the Company nor any or one of its Subsidiaries the Group Companies holds a good and valid leasehold estate in the Leased Real Properties, free and clear of all Liens, except for Permitted Liens; and (xii) no Group Company has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein; and (v) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The Leased Real Property is in all material respects in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions or defects on any part of the Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of the business of the Company and its Subsidiaries as presently conducted at such Leased Real Property.

Leased Real Property. Section 3.13(bSchedule 2.7(b) sets forth a complete and correct list of the Company Disclosure Letter contains a true, correct address and complete list lessee of (i) all each Leased Real Property as of the real property that is leaseddate hereof. Except as set forth on Schedule 2.7(b) or as would not reasonably be expected to have a Material Adverse Effect, subleased, licensed or otherwise used or occupied by, with respect to each of the Company or any of its Subsidiaries (such property, the “Leased Real Property”) and (ii) all leases, subleases, licenses occupancy agreements or other Contracts pursuant to which the Company or its Subsidiaries use or occupy, or have the right to use or occupy, now or in the future, similar arrangements for such Leased Real Property (each, a “Lease”). The which the Company has made available to Parent true, correct and complete copies of all Leases (including all material modificationseach such lease, amendments sublease, occupancy agreement and supplements thereto), similar arrangement pursuant to which the applicable APN Entity occupies and in the case of any oral Lease, a written summary of the material terms of such Lease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in uses the Leased Real Property under each LeaseProperty, subject to proper authorization together with any and execution of all amendments and modifications thereto and any guarantee thereof) (collectively, the “Leases”): (i) such Lease by is valid, binding, enforceable against the other party thereto and Permitted Liensapplicable APN Entity, except in each case, as enforcement such enforceability may be limited by the Enforceability LimitationsExceptions; (ii) the APN Entity party thereto is not in breach or default under such Lease, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. With respect to each Lease and except as would not, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries of the Leased Real Property, (i) each Lease is in full force and effect and a valid, binding and legally enforceable obligation of the Company or its applicable Subsidiary, as the case may be, and, to the Knowledge of the Company, the other parties thereto (except in each case as may be limited by the Enforceability Limitations); (ii) each Lease has not been amended or modified in any material respect except as reflected in the modificationslessor of such Lease, amendments, supplements and side letters thereto made available to Parent; (iii) there is no existing material default or event of default by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party theretono event has occurred or circumstance exists which, under any Lease with the delivery of notice, the passage of time or both, would constitute such breach or default; (iii) the applicable APN Entity to the Knowledge respective Lease pertaining to each Leased Real Property has good and valid title to the leasehold estate under the Lease free and clear of any Liens, other than Permitted Liens; (iv) except for the CompanyLeases, there are no disputes with respect leases, subleases, licenses, occupancy agreements, options, rights, concessions or other agreements or arrangements, written or oral, granting any Person the right to any Lease; (iv) neither the Company nor any of its Subsidiaries has collaterally assigned purchase, use or granted any other security interest in such Lease or any interest therein; and (v) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The Leased Real Property is in all material respects in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions or defects on any part of occupy the Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of the business of the Company and its Subsidiaries as presently conducted at such Leased Owned Real Property, or any portion thereof.

Leased Real Property. Section 3.13(b) of the Company Disclosure Letter contains Schedule 3.16 sets forth a true, correct and complete list of each lease or similar agreement under which (i) all of the real property that is leased, subleased, licensed or otherwise used or occupied by, the Company Terra or any of its Subsidiaries is lessee of, or holds or operates, any real property or interest therein owned by any third person, excluding Proved Developed Interests, Proved Undeveloped Interests and Unproved Interests and easements, rights of way and other Interests relating to oil and gas gathering, transportation, processing and treating activities, (such propertyii) to the knowledge of Terra, Terra or any of its Subsidiaries has been lessee of, or has held or operated, any real property owned by any third person, excluding Proved Developed Interests, Proved Undeveloped Interests and Unproved Interests and easements, rights of way and other Interests relating to oil and gas gathering, transportation, processing and treating activities, and is as of the “Leased Real Property”date hereof, or will be as of the Effective Date, subject to any actual or contingent liability (other than any liability in respect of a matter referred to in Section 3.29) in respect thereof (the real property described in clauses (i) and (ii) all leases, subleases, licenses or other Contracts pursuant above being collectively referred to which the Company or its Subsidiaries use or occupy, or have the right to use or occupy, now or in the future, such Leased Real Property (each, a “Lease”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto), and in the case of any oral Lease, a written summary of the material terms of such Lease. The Company and/or one of its Subsidiaries, herein as the case may be, have and own good, valid and subsisting leasehold interests in the Leased Real Property under each Lease, subject to proper authorization and execution of such Lease by the other party thereto and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitations, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. With respect to each Lease and except as would not, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries of the "Leased Real Property, (i") each Lease is in full force and effect and a valid, binding and legally enforceable obligation of the Company or its applicable Subsidiary, as the case may be, and, to the Knowledge of the Company, the other parties thereto (except in each case as may be limited by the Enforceability Limitations); (ii) each Lease has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements and side letters thereto made available to Parent; (iii) there is no existing material default or event of default by the Company Terra or any of its Subsidiaries or, to the Knowledge is lessor of any of the CompanyOwned Real Property. Except as set forth in Schedule 3.16, Terra or a Subsidiary has the right to quiet enjoyment of all the Leased Real Property described in clause (i) of the immediately preceding sentence for the full term of each such lease or similar agreement (and any other party renewal option) relating thereto, under any Lease (iii) to and the Knowledge leasehold or other interest of the Company, there are no disputes with respect Terra or such Subsidiary in such real property is not subject or subordinate to any Lease; (iv) neither encumbrance, except for any failure to have such right or the Company nor existence of any such encumbrance that would not have a Material Adverse Effect on Terra and its Subsidiaries taken as whole. Complete and correct copies of any title opinions, surveys and appraisals in the possession of Terra or any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (v) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The Leased Real Property is policies of title insurance currently in all material respects in good operating condition force and in a state the possession of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions Terra or defects on any part of the Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of the business of the Company and its Subsidiaries as presently conducted at with respect to each such Leased Real Propertyparcel of leased property have heretofore been made available by Terra to CMS Energy.

Leased Real Property. Section 3.13(b3.18(b) of the Company Disclosure Letter contains Schedules sets forth a true, correct true and complete list (including street addresses) of (i) all of the real property that is and improvements located thereon leased, licensed, subleased, licensed sublicensed, or otherwise used or occupied byoccupied, the Company or permitted to be used or occupied, by any of its Subsidiaries the Group Companies (such property, the “Leased Real Property”) and all Real Property Leases (iiand the name and date of the parties to each of the parties to the Real Property Leases) all leases, subleases, licenses or other Contracts pursuant to which the any Group Company or its Subsidiaries use or occupyis a tenant, licensee, subtenant, sublicensee, or have other occupant as of the right to use or occupy, now or in the future, such Leased Real Property (each, a “Lease”)date of this Agreement. The Company has made available to Parent true, correct True and complete copies of all Leases (including all material modifications, amendments and supplements thereto), and in the case of any oral Lease, a written summary of the material terms of such Lease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in the Leased Real Property under each Lease, subject Leases have been made available to proper authorization and execution of such Lease by the other party thereto and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitations, except as would not, individually or in the aggregate, have a Company Material Adverse EffectSilverBox. With respect to each Lease and except as would not, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries of the Leased Each Real Property, (i) each Property Lease is in full force and effect and is a valid, legal and binding and legally enforceable obligation of the applicable Group Company or party thereto, enforceable in accordance with its applicable Subsidiary, as the case may be, terms against such Group Company and, to the Knowledge 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). Except as set forth in Section 3.18(b) of the CompanyCompany Disclosure Schedules, (i) the transactions contemplated by this Agreement will not require the consent of any party to any Real Property Leases, will not result in a breach of or default under any Real Property Leases or otherwise cause the Real Property Leases to (A) no longer be in full force and effect or (B) cease to be the valid, legal and binding obligation of each of the applicable Group Company party thereto and each other parties party thereto, enforceable in accordance with its terms against such Group Company and each other party thereto (except in each case as may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the Enforceability Limitationsenforcement of creditors’ rights and subject to general principles of equity); , (ii) the quiet possession and enjoyment of each Lease applicable Group Company to its respective Leased Real Property has not been amended or modified in any material respect except as reflected in the modificationsdisturbed, amendments, supplements and side letters thereto made available to Parent; (iii) there is no existing material default dispute, breach or event of default by the any Group Company or any of its Subsidiaries or, to the Knowledge Company’s knowledge, any third party under any Real Property Lease, and, to the Company’s knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a dispute, breach or default thereunder, or would permit termination of, or a modification or acceleration thereof by any party to such Real Property Leases, (iv) no security deposit or portion thereof deposited with respect such Real Property Lease has been applied in respect of a dispute, breach or default under such Real Property Lease which has not been redeposited in full, (v) no Group Company owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to such Real Property Lease, (vi) the counterparty to such Real Property Lease is not a Company Non-Party Affiliate and otherwise has never and presently does not have any economic interest in any Group Company, (vii) no Group Company has leased, subleased, licensed, sublicensed, or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof, (viii) the Leased Real Property comprise all of the Companyreal property used or intended to be used in, any other party theretoor otherwise related to, under any Lease the Business, (iiiix) to the Knowledge Leased Real Property and the furniture, fixtures and equipment located therein or thereon, as applicable, is in good condition and repair and sufficient for the operation of the CompanyBusiness, and there are no disputes with respect to any Lease; (iv) neither the Company nor facts or conditions affecting any of its Subsidiaries has collaterally assigned the furniture, fixtures and equipment located in or granted any other security interest in such Lease or any interest therein; and (v) there are no Liens (other than Permitted Liens) on upon the estate or interest created by such Lease. The Leased Real Property is which would, individually or in all the aggregate, interfere in any material respects in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions respect with the use or defects on any part occupancy of the Leased Real Property that would materially impair or would be reasonably expected to materially impair any portion thereof in the continued operation of the business Business or the value thereof; (x) all rent and additional rent, including operating expenses, property taxes and pass throughs and any other monetary obligations, are current; and (xi) the Company or one of the Company Group Companies holds a good and its Subsidiaries as presently conducted at such valid leasehold estate in the Leased Real PropertyProperties, free and clear of all Liens, except for Permitted Liens.

Leased Real Property. Section 3.13(b3.14(b) of the Company Disclosure Letter contains Schedule sets forth a true, correct and complete list of all leases (iincluding all amendments, extensions, renewals, and guaranties) all of and other agreements (including the real property that address, date, title and parties thereto) under which Real Property is leased, subleased, licensed licensed, sublicensed or otherwise occupied by any of the Acquired Companies and is used or occupied by, held for use in the Company or any operation of its Subsidiaries the Business (such property, the “Leased Real Property”) and (ii) all leases, subleases, licenses or other Contracts pursuant to which the Company or its Subsidiaries use or occupy, or have the right to use or occupy, now or in the future, such Leased Real Property (each, a “Lease”). The Company Seller has made available delivered to Parent true, correct and the Purchaser complete copies of all Leases (such leases, including all material modificationsany amendments, amendments modifications or terminations thereto and supplements thereto), thereof and in the case of any oral Leaselease, a written summary of the material terms of such Leaselease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in the Leased Real Property under each Lease, subject to proper authorization and execution All of such Lease by the other party thereto leases and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitations, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. With respect to each Lease and except as would not, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries of the Leased Real Property, (i) each Lease is agreements are in full force and effect and a valid, binding and legally enforceable obligation there is no default by any of the Company or its applicable SubsidiaryAcquired Companies or, as to the case may beKnowledge of the Seller, by any other third party thereunder, and, to the Knowledge of the CompanySeller, no event has occurred which, with the other parties thereto (except giving of notice, lapse of time or both, would be a default thereunder, and no default under any such lease or agreement will occur as a result of the transactions contemplated hereby nor will the transactions contemplated hereby cause any lease to cease to be legal, valid, binding, enforceable and in each case as may be limited by full force and effect on identical terms following the Enforceability Limitations); (ii) each Lease has not been amended or modified in any material respect except as reflected in Closing. Each of the modifications, amendments, supplements Acquired Companies enjoys peaceful and side letters thereto made available to Parent; (iii) there undisturbed possession of all such Leased Real Property. There is no existing material default condemnation, expropriation or event of default by the Company or any of its Subsidiaries other Action in eminent domain, pending or, to the Knowledge of the CompanySeller, threatened, affecting any parcel of the Leased Real Property or any portion thereof or interest therein. In addition, (i) such leases and agreements are at present and, on the date of the Closing shall be legal, valid, binding, enforceable and in full force and effect unless any such lease shall have expired in accordance with its terms (and not as a result of any termination or other party thereto, under any Lease acceleration of the stated expiration date thereof); (iiiii) to the Knowledge of the CompanySeller, there are no setoffs, counterclaims or disputes existing or asserted with respect to any Leasesuch leases; (iii) no Acquired Company has made any agreement with any landlord or sublessor under any such lease for any deduction from or increase to the rents or other amounts payable thereunder; (iv) the other party to such lease is not an Affiliate of, and otherwise does not have any economic interest in, the Seller or any of the Acquired Companies; (v) neither Seller or its Affiliates (to the Company extent Related to the Business) nor any of its Subsidiaries the Acquired Companies has collaterally assigned or granted any other security interest in such Lease any lease or any interest therein; and (vvi) except for the leases identified in Section 3.14(b) of the Disclosure Schedule, there are no Liens (other than Permitted Liens) on occupancy rights, subleases or licenses affecting the estate or interest created by such Lease. The Leased Real Property is in all material respects in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions or defects on any part of the Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of the business of the Company and its Subsidiaries as presently conducted at such Leased Real Property.