Make all payments and otherwise perform all obligations in respect of all leases of real property to which the Borrower or any of its Subsidiaries is a party, keep such leases in full force and effect and not allow such leases to lapse or be terminated or any rights to renew such leases to be forfeited or cancelled, notify the Administrative Agent of any default by any party with respect to such leases and cooperate with the Administrative Agent in all respects to cure any such default, and cause each of its Subsidiaries to do so, except, in any case, where the failure to do so, either individually or in the aggregate, could not be reasonably likely to have a Material Adverse Effect.

Make all payments and otherwise perform all obligations in respect of the leases of real property for the headquarters location of each ​, keep such leases in full force and effect and not allow such leases to lapse or be terminated or any rights to renew such leases to be forfeited or cancelled, notify the ​ of any default by any party with respect to such leases and cooperate with the ​ in all respects to cure any such default, except, in any case, where the failure to do so, either individually or in the aggregate, could not be reasonably likely to have a Material Adverse Effect.

Section # Compliance with Terms of Leaseholds 79

Leaseholds. If the Mortgage Loan is secured by a long-term residential lease, # the lessor under the lease holds a fee simple interest in the land; # the terms of such lease expressly permit the mortgaging of the leasehold estate, the assignment of the lease without the lessor’s consent and the acquisition by the holder of the Mortgage of the rights of the lessee upon foreclosure or assignment in lieu of foreclosure or provide the holder of the Mortgage with substantially similar protections; # the terms of such lease do not # allow the termination thereof upon the lessee’s default without the holder of the Mortgage being entitled to receive written notice of, and opportunity to cure, such default, # allow the termination of the lease in the event of damage or destruction as long as the Mortgage is in existence, # prohibit the holder of the Mortgage from being insured (or receiving proceeds of insurance) under the hazard insurance policy or policies relating to the Mortgaged Property or # permit any increase in rent other than pre-established increases set forth in the lease; # the term of such lease does not terminate earlier than five years after the maturity date of the Mortgage Note; and # the Mortgaged Property is located in a jurisdiction in which the use of leasehold estates in transferring ownership in residential properties is a widely accepted practice.

Leaseholds. If, after the Date of this Agreement, PBI remains the lessee of any premises at ​ (the “PBI Premises”), then PBI shall take all commercially reasonable steps to retain its leasehold interest in the PBI Premises through the Term of this Agreement, except that, upon request by HWC, PBI will assist HWC in transferring the leasehold for the PBI Premises to HWC.

“Real Property” of any Person shall mean all the right, title and interest of such Person in and to land, improvements and fixtures, including Leaseholds.

Terms. All capitalized terms when used herein shall have the same respective meanings as are given such terms in the Lease unless expressly provided otherwise in this Amendment.

“Leaseholds” of any Person shall mean all the right, title and interest of such Person as lessee or licensee in, to and under leases or licenses of land, improvements and/or fixtures.

Compliance. ​ shall at all times comply with all applicable laws related ​’s performance of its obligations hereunder. Without limiting the foregoing, ​ shall ensure the Products and any related packaging conform fully to any applicable law. ​ shall manufacture the Product in accordance with all applicable FDA, TRG and/or Q-Code specifications and shall also maintain effective quality systems that minimize the potential for product quality, regulatory and compliance issues.

Compliance. Except as disclosed on the SEC Reports or on [Schedule 3.1(l)], neither the Company nor any Subsidiary: # is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), # is in violation of any judgment, decree, or order of any court, arbitrator or other governmental authority or # is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as would not have or reasonably be expected to result in a Material Adverse Effect.