Real Property. Seller represents and warrants that the Company has good and marketable title to all real property that it owns, free and clear of all liens.

Real Property. [Schedule 3.11] contains a complete and accurate list of all premises leased or subleased or otherwise used or occupied by the Company (the “Leased Premises”), and of all leases, lease guarantees, agreements and documents related thereto, including all amendments, terminations and modifications thereof (collectively, the “Leases”), as well as the current annual rent and term under each Lease. Sellers have provided to Buyer a true and complete copy of each of the Leases, and in the case of any oral Lease, a written summary of the material terms of such Lease. The Leases are valid, binding and enforceable in accordance with their terms (subject to the Permitted Exceptions) and are in full force and effect. No event has occurred which (whether with or without notice, lapse of time or both or the happening or occurrence of any other event) would constitute a default on the part of the Company under any Lease. To the Knowledge of the Company, no event has occurred which (whether with or without notice, lapse of time or both or the happening or occurrence of any other event) would constitute a default by any other party under any Lease, and the Company has not received written notice or, to the Knowledge of the Company, any other notice of any such condition. The Company has not waived any material rights under any Lease which would be in effect at or after the Closing. The Company is in quiet possession of the Leased Premises.

Real Property. Neither SRSG nor Merger Sub owns any real property.

Real Property. Within ninety (90) days after the Borrower or any Subsidiary acquires any real property after the Closing Date with a fair market value greater than $2,000,000, the Borrower or such Subsidiary, as applicable, shall deliver to the Administrative Agent a mortgage, deed of trust, or other similar document, together with such other collateral documents as the Administrative Agent reasonably requires, including without limitation surveys, appraisals, environmental site assessment reports, and flood certificates and evidence of flood insurance to the extent required under applicable law, and shall cooperate with the Administrative Agent in obtaining a title insurance policy with respect to such real property on such terms as the Administrative Agent reasonably requires.

Real Property. Each Seller Entity has good and, as applicable, marketable fee simple title to, or a valid leasehold interest in, as applicable, the Facilities set forth opposite its name in [Schedule 4.7], in each case free and clear of all Liens (except Permitted Liens) and Liabilities (except Assumed Liabilities). No material portion of the Facilities is the subject of, or affected by, condemnation or eminent domain Proceedings, or other Proceeding challenging title or the rights to such real property, currently instituted or pending. Except as set forth in [Schedule 4.7], no Person other than a Seller Entity has been granted any right to use or otherwise occupy the Facilities or any part thereof.

Real Property. The land described in Exhibit A-11] through [Exhibit A-15]5] attached hereto (collectively, the “Land”), together with # all improvements located thereon (collectively, the “Improvements”), # all and singular the rights, benefits, privileges, easements, tenements, hereditaments, and appurtenances thereon or in anywise appertaining thereto, and # without warranty, all right, title, and interest of ​, if any, in and to all strips and gores and any land lying in the bed of any street, road or alley, open or proposed, adjoining such Land (collectively, the “Real Property”).

Real Property. Set forth on [Schedule 5.8(a)] is a complete list and the location of all Leased Real Property and Owned Real Property. Copies of all leases in possession of the Subject Companies relating to the Leased Real Property have heretofore been furnished to ​. With respect to each Leased Real Property, # a Subject Company holds good and marketable leasehold interests in the Leased Real Property, # a Subject Company and, to the Parties’ knowledge, each of the other parties to the Real Property Lease has performed in all material respects all obligations required to be performed by it under each Real Property Lease, and # neither a Subject Company nor, to the Parties’ knowledge, any other party to the Real Property Lease is in breach or default in any material respect (nor has any event occurred that, with the giving of notice or lapse of time, or both, would constitute such breach or default) under any of the Real Property Leases to which each such entity is a party. With respect to each Owned Real Property, # a Subject Company holds good and marketable fee ownership interests in the Owned Real Property and # neither Energenic nor any Subject Company has received written notice of any condemnation proceeding or proposed Action or agreement for taking in lieu of condemnation.

Real Property. Seller owns no real property. [Schedule 4.2(f)] sets forth all real estate leased by Seller for the Seller Business (the “Leases”). Except as set forth on [Schedule 4.2(f)], with respect to the lease agreement for each of the Leases: # such agreement is the legal, valid, binding and enforceable obligation of Seller and, to Seller's Knowledge, the lessor thereto and is in full force and effect in all material respects and has not been amended or supplemented in any manner since a copy thereof was delivered to Purchaser; # Seller has duly performed in all material respects all of its obligations to the extent such obligations to perform have accrued thereunder, (iii)(A) neither Seller nor, to Seller's Knowledge, the lessor thereto is in breach or default thereof, and # no event has occurred which, with notice or lapse of time, would constitute a default by either Seller or, to Seller's Knowledge, the lessor thereto; # to Seller's Knowledge, there are no material disputes with respect to such agreement; and # such agreement is assignable by Seller to Purchaser without the consent or approval of the lessor or such lessor’s consent to assignment has been obtained. Seller enjoys quiet enjoyment of each of the Leases.

Real Property. The Company has never and currently does not own any real property. Annex J (Leases of Realty) sets forth a true, correct and complete list of all real property and interests in real property leased or subleased (individually, a “Lease” and, collectively, the “Leases”) by the Company as lessee (individually, a “Company Property” and collectively as the “Company Properties”). The Company has a good, marketable and valid leasehold interest in each Company Property, subject only to Permitted Liens. The Company has previously made available to Buyer and/or its counsel true, correct and complete copies of each Lease, together with all amendments, modifications, supplements, waivers and side letters related thereto as to each Lease: # the Lease is legal, valid, binding, enforceable and in full force and effect; # none of the Company or, to the knowledge of the Company, any other party to the Lease is in breach or default thereunder and, to the knowledge of the Company, no event has occurred which, with notice or lapse of time or both, would constitute such a breach or default or permit termination, modification or acceleration under the Lease; # no party to the Lease has repudiated any provision thereof; # there are no disputes, oral agreements or forbearance programs in effect as to the Lease; # the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents made available to Buyer; and # the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease.

1 The company intends to close of the sale this property along with a 4.33 acre tract of land next to the company headquarters post-closing.

Within ninety days (or, in each case, such longer period as the Administrative ​ may agree in its reasonable discretion) after the formation, acquisition or designation of a Restricted Subsidiary (other than any Excluded Subsidiary) or the occurrence of a Grant Event with respect to a Restricted Subsidiary, the ​ will, or will cause such Restricted Subsidiary to, furnish to the Collateral ​ a description of any Material Real Property (other than any Excluded Asset) owned by such Restricted Subsidiary in reasonable detail.

Real Estate Taxes. During the Term of this Lease Agreement and any renewals or extensions thereof, [[Organization B:Organization]] shall pay its pro rata share of the Real Estate Taxes. The term “Real Estate Taxes” herein shall mean the total of all taxes, fees, charges and assessments, general and special, ordinary and extraordinary, foreseen and unforeseen, which become due or payable against or upon the Building or the parcel(s) of land upon which it is located. All reasonable attorneys’ fees and other reasonable costs and expenses incurred by [[Organization A:Organization]] during negotiations for or contests of the amount of Real Estate Taxes shall be included within the term “Real Estate Taxes”. The term “Real Estate Taxes” shall not include # federal, state or local income taxes, or any other tax measured by [[Organization A:Organization]]’s income or the rents paid at the Building; # franchise, gift, transfer, excise, transfer, capital stock, estate, succession or inheritance taxes; and # penalties or interest on late payment of Real Estate Taxes. In the event the taxing authorities include in the Real Estate Taxes the value of any machinery, equipment, inventory or other personal property or assets of [[Organization B:Organization]], then [[Organization B:Organization]] shall pay, as Additional Rent, all of the taxes attributable to such items in addition to its pro rata share of said aforementioned Real Estate Taxes.

After Acquired Real Property. If any Borrower or Guarantor hereafter acquires any Real Property, fixtures or any other property that is of the kind or nature described in the Mortgages and such Real Property, fixtures or other property is adjacent to, contiguous with or necessary or related to or used in connection with any Real Property then subject to a Mortgage, or if such Real Property is not adjacent to, contiguous with or related to or used in connection with such Real Property, then if such Real Property, fixtures or other property at any location (or series of adjacent, contiguous or related locations, and regardless of the number of parcels) has a fair market value in an amount equal to or greater than $2,500,000 (or if a Default or Event of Default exists, then regardless of the fair market value of such assets), without limiting any other rights of Administrative Agent or any Lender, or duties or obligations of any Borrower or Guarantor, promptly upon Administrative Agent’s request, such Borrower or Guarantor shall execute and deliver to Administrative Agent a mortgage, deed of trust or deed to secure debt, as Administrative Agent may determine, in form and substance substantially similar to the Mortgages and as to any provisions relating to specific state laws satisfactory to Administrative Agent and in form appropriate for recording in the real estate records of the jurisdiction in which such Real Property or other property is located granting to Administrative Agent a first and only lien and mortgage on and security interest in such Real Property, fixtures or other property (except as such Borrower or Guarantor would otherwise be permitted to incur hereunder or under the Mortgages or as otherwise consented to in writing by Administrative Agent) and such other agreements, documents and instruments as Administrative Agent may require in connection therewith.

#​

#​ International, LLC (successor by merger to Creative Recreation International, LLC)

#​ Commissary Locations (stores in employer/customer places of business):

“Property Taxes” means all real property Taxes, personal property Taxes and similar ad valorem Taxes.

Equipment and Real Property Covenants. With respect to the Equipment and Real Property: # Borrowers and Guarantors shall, at their expense, # not less than one (1) time in any twelve (12) month period, if Excess Availability at all times during such twelve (12) month period is greater than an amount equal to twenty (20%) percent of the Total Borrowing Base (provided, that, so long as Excess Availability is greater than such amount for such twelve (12) month period, with respect to Real Property with a fair market value of less than $1,000,000 as set forth in the appraisals most recently received by Administrative Agent with respect to such Real Property prior to the Effective Date, such appraisal shall be in the discretion of Administrative Agent for such Real Property which, in the aggregate, has a fair market value of less than $10,000,000), # not less than two (2) times in any twelve (12) month period, if Excess Availability at any time during such twelve (12) month period is less than or equal to an amount equal to twenty (20%) percent of the Total Borrowing Base and # at any time or times as Administrative Agent may request on or after an Event of Default or at Administrative Agent’s own expense, deliver or cause to be delivered to Administrative Agent written appraisals as to the Equipment and/or the Real Property in form, scope and methodology reasonably acceptable to Administrative Agent and by an appraiser acceptable to Administrative Agent, addressed to Administrative Agent and upon which Administrative Agent is expressly permitted to rely, provided, that, unless an Event of Default exists or if Excess Availability at such time is less than thirty-five (35%) percent of the Total Borrowing Base, Administrative Agent, at its sole discretion after the request by Borrowers, may agree to defer for a period of six months (but not more than two times during the term of this Agreement and not, with respect to Equipment, for consecutive six month periods) the delivery of any such appraisal required hereunder; # Borrowers and Guarantors shall keep the Equipment in good order, repair, running and marketable condition (ordinary wear and tear excepted); # Borrowers and Guarantors shall use

The Company and its Subsidiaries each has good and valid (and, in the case of Owned Real Property, good and marketable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected on the Balance Sheet or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the Ordinary Course of Business since the Balance Sheet Date. All such properties and assets are free and clear of all Liens except for Permitted Liens, Liens imposed by or on Purchaser, and Liens securing Closing Date Indebtedness to be Repaid.