“Sale Motion” means the motion for the entry of the Order (a)(i) Establishing Bidding Procedures Relating to the Sale of Assets, # Establishing Procedures Relating to the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, Including Notice of Proposed Cure Amounts, # Establishing Procedures in Connection with the Selection and Protections Afforded to Any Stalking Horse Bidders, # Approving Form and Manner of Notice Relating Thereto, # Scheduling a Hearing to Consider the Proposed Sale and # Granting Related Relief; and (b)(i) Approving the Sale of Assets Free and Clear of All Liens, Claims, Encumbrances and Interests, # Authorizing the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases and # Granted Related Relief [Docket No. 85].

Assumption of Contracts and Leases. On the Effective Date, each Executory Contract and Unexpired Lease shall be deemed assumed, without the need for any further notice to or action, order, or approval of the Bankruptcy Court, under section 365 of the Bankruptcy Code and the payment of Cures, if any, shall be paid in accordance with Article V.C. of the Plan. The assumption of Executory Contracts and Unexpired Leases hereunder may include the assignment of certain of such contracts to Affiliates. Each assumed Executory Contract or Unexpired Lease shall include all modifications, amendments, supplements, restatements, or other agreements related thereto, and all rights related thereto, if any, including all easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any other interests. Modifications, amendments, supplements, and restatements to prepetition Executory Contracts and Unexpired Leases that have been executed by the Debtors during the Chapter 11

“Transaction Documents” means this Agreement, the Bill of Sale and Assignment, the Medexus Instruction Letter, and the Medexus Consent.

customary non-assignment provisions contained in contracts, mortgages, leases and licenses entered into in the ordinary course of business;

Assignment of Assumed Contracts. On the terms and subject to the conditions set forth in the Asset Purchase Agreement, Seller hereby sells, conveys, transfers, assigns and delivers to Buyer, and its successors and assigns, all of Seller’s right, title and interest in, to and under the Assumed Contracts, including those listed on Section 2.2(e) of the Seller Disclosure Letter, and Buyer hereby accepts such sale, conveyance, transfer, assignment and delivery from Seller.

Leases. Parent and each of its Restricted Subsidiaries enjoys peaceful and undisturbed possession under all leases material to its business and to which it is a party or under which it is operating, and, subject to Permitted Protests, all of such material leases are valid and subsisting and no material default by Parent or the applicable Restricted Subsidiaries exists under any of them.

Leases. Each Loan Party enjoy peaceful and undisturbed possession under all leases material to their business and to which they are parties or under which they are operating, and, subject to Permitted Protests, all of such material leases are valid and subsisting and no material default by the applicable Loan Party exists under any of them.

Leases. None of the Properties is subject to any Lease, other than the Leases set forth on [Schedule 4.1.26] hereto. With respect to each Property, the Borrower that owns the Property also is the owner and lessor of all of the landlord’s interest in each of the Leases at that Property. No Person has any possessory interest in any Property or right to occupy the same except under and pursuant to the provisions of one of the Leases or a sublease, license, assignment or occupancy agreement thereunder. Each of the current Leases is in full force and effect and, to each Borrower’s knowledge, there are no defaults thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. The copies of the Leases delivered to the Agent are true and complete, and there are no oral agreements with respect thereto. No Rent (including security deposits) has been paid more than one (1) month in advance of its due date. All work to be performed by any Borrower prior to the date hereof under each Lease has been performed as required in such Lease and has been accepted by the applicable Tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements, except as expressly set forth in such Leases, required to be given by any Borrower to any Tenant prior to the date hereof has already been received by such Tenant. No Tenant under any Lease has assigned its Lease or sublet all or any portion of the premises demised thereby. No Tenant holds its leased premises under assignment, nor, to each Borrower’s knowledge, does anyone except such Tenant and its employees occupy such leased premises. No Tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of any Property of which the leased premises are a part. No Tenant under any Lease has any right or option for additional space in any Improvements. Each Borrower is in compliance with all Legal Requirements relating to security deposits. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of any Rents to be received thereunder that remains in effect.

Assignment of Leases and Rents. There exists as part of the related Mortgage File an Assignment of Leases (either as a separate instrument or incorporated into the related

Subject to this Section 9, Trustor hereby irrevocably and absolutely grants, transfers and assigns to Beneficiary a security interest in all of its right title and interest in all Leases, together with any and all extensions and renewals thereof for purposes of securing and discharging the performance by Trustor of the Secured Obligations. Trustor has not assigned or executed any assignment of, and will not assign or execute any assignment of, any other Lease or their respective Rents to anyone other than Beneficiary, in each case, except as permitted by the Credit Agreement.