Assets of Early Childhood Education Centers Business

Sale of substantially all of assets of the CLA PROPERTIES SPE, LLC, including all of the Seller Parties' right, title and interest in and to the operational assets that are owned and held for use by the Applicable Seller Parties in connection with the Business (other than the Excluded Assets) in each case including the following:

• All furniture, fixtures, equipment, machinery, tools, motor vehicles, office equipment (including playground and classroom equipment), supplies, computers, telephones and other tangible personal property ("Tangible Personal Property"), including, without limitation, (i) all items of personal property affixed or attached to any building or structure comprising a part of such ECE Property or otherwise constituting a fixture or improvement on such ECE Property, (ii) all proceeds and replacements of any item of personal property that had been financed by Buyer or any of its Affiliates pursuant to any Contract, and (iii) the motor vehicles set forth on Disclosure Schedule 2.01(a)(i) which relate to, or are used or held for use in connection with, the Business conducted at such ECE Property ("Busses" and each, a "Bus");
• To the extent legally assignable or transferrable, certificates of occupancy and business licenses relating to the ECE Properties;
• All rights of CLA and such CLA Operator under the Assigned Contracts;
• All Customer Lists;
• All of CLA's and such CLA Operator's rights under warranties, the extent related to the construction, development or improvement to the facilities located on the ECE Properties; and
• The assets, properties and rights set forth on Disclosure Schedule 2.01(a)(vi) with respect to the Business conducted at such ECE Property.