Common use of Leased Property Clause in Contracts

Leased Property. Section 3.15 of the Company Schedule contains --------------- ------------ a complete and accurate list of all real property currently leased by Company, and with respect to each Company Lease, the aggregate monthly rental payable thereunder and the expiration date thereof. The Company has furnished or made available to Parent a complete and accurate copy of all leases (each, a "Company ------- Lease" and collectively, the "Company Leases") pursuant to which the Company or ----- -------------- any of its subsidiaries lease any real property. All of the Company Leases are valid and enforceable in accordance with their respective terms, and there is not, under any of the Company Leases, any existing material default or event of default on the part of the Company or any of its subsidiaries or, to the knowledge of the Company, on the part of any other party to any such Company Lease (or any event which with notice or lapse of time, or both, would constitute a material default and in respect of which the Company or any of its subsidiaries has not taken adequate steps to prevent such default from occurring). No term or condition of any Company Lease has been modified, amended or waived except as shown in such documents heretofore furnished or made available to Parent. Each Company Lease constitutes the entire agreement of the landlord and the tenant thereunder, and there are no other Contracts whatsoever relating to the Company's use or occupancy of any of the premises described in the Company Leases. The Company has not transferred or assigned any interest in any Company Lease, nor has the Company subleased or otherwise granted rights of use or occupancy of any of the premises described therein to any other person. As of the date of this Agreement, to the knowledge of Company, the landlord under each Company Lease has complied with all of the material requirements, conditions, representations, warranties and covenants of the landlord thereunder, including, without limitation, the timely completion of construction of the leased premises in a good and workmanlike manner and otherwise in accordance with the Company Leases.

Leased Property. Section 3.15 Other than the ▇▇▇▇▇▇▇/IPG Lease to be --------------- terminated at Closing, the leases described on the attached "Leases Schedule" --------------- constitute all of the Company Schedule contains --------------- ------------ a complete and accurate list leases, subleases, licenses, concessions or other agreements held by Seller or Shareholder for the use or occupancy of all real property currently leased by Company, and in connection with respect to each Company Lease, the aggregate monthly rental payable thereunder Business (the "Leases") under which Seller or ------ Shareholder holds a leasehold interest in real estate and/or personal property used in connection with the Business. The real estate described on the "Owned ----- Real Property Schedule" and the expiration date thereof. The Company has furnished Leases described on the "Leases Schedule" ---------------------- --------------- constitute all of the real estate owned, leased, used or made available to Parent a complete and accurate copy of all leases occupied by Seller in connection with the Business (each, a "Company ------- Lease" and collectively, the "Company Real Property"). Except as set ------------- forth on the attached "Leases Schedule," the Leases described on the Leases --------------- Schedule are in full force and effect and Seller hold a valid and existing leasehold, subleasehold, license, concession or other such interest under each of such Leases") pursuant . Seller has delivered to which the Company or ----- -------------- any Buyer complete and accurate copies of its subsidiaries lease any real property. All each of the Company Leases described on the Leases Schedule and none of such Leases have been modified in any material respect, except to the extent that such modifications are valid disclosed by the copies delivered to Buyer. Except as set forth on the attached "Leases Schedule," Seller is not in default and enforceable no --------------- circumstances exist which would result in accordance with their respective terms, and there is notsuch default, under any of the Company such Leases, any existing material default and no other party to such Leases has the right to terminate, accelerate performance under or event otherwise modify (including upon the giving of default on notice or the part passage of the Company or time) any of its subsidiaries or, to the knowledge of the Company, on the part of any other such Leases. No third party to any such Company Lease (or is in default in any event which with notice or lapse of time, or both, would constitute a material default and in respect of which the Company or under any of its subsidiaries has not taken adequate steps to prevent such default from occurring). No term or condition of any Company Lease has been modified, amended or waived except as shown in such documents heretofore furnished or made available to Parent. Each Company Lease constitutes the entire agreement of the landlord and the tenant thereunder, and there are no other Contracts whatsoever relating to the Company's use or occupancy of any of the premises described in the Company Leases. The Company has not transferred All properties leased, used or assigned any interest in any Company Lease, nor has occupied under such Leases have unqualified access to public roads and have access to all utilities necessary to conduct the Company subleased or otherwise granted rights of use or occupancy of any of the premises described therein to any other person. As of the date of this Agreement, to the knowledge of Company, the landlord under each Company Lease has complied with all of the material requirements, conditions, representations, warranties and covenants of the landlord thereunder, including, without limitation, the timely completion of construction of the leased premises in a good and workmanlike manner and otherwise in accordance with the Company LeasesBusiness as presently constituted.

Leased Property. Section 3.15 of Neither the Company Schedule contains nor any Subsidiary owns or, since --------------- ------------ a complete and accurate list their respective inceptions, has owned, any real property or any interest in any real property, other than leasehold interests. For purpose of this Agreement, "Leased Property" shall mean all real property currently leased or otherwise operated or --------------- occupied (other than as an owner) in whole or in part by Company, and with respect to each the Company Lease, the aggregate monthly rental payable thereunder and the expiration date thereofor any Subsidiary. The Company has furnished or made available to Parent Schedule 4.15 sets forth a complete and accurate copy list of (a) all leases (each, a "Company ------- Lease" and collectively, the "Company Leases") pursuant to subleases ------------- under which the Company or ----- -------------- any Subsidiary is the lessor, lessee, operator or occupant of its subsidiaries lease any real property. All of , and (b) all material options granted by or to the Company Leases are valid and enforceable in accordance with their respective terms, and there is not, under or any of the Company Leases, Subsidiary or any existing material default or event of default contractual obligations on the part of the Company or any Subsidiary to purchase, acquire, sell or dispose of any interest in real property. The Company and its subsidiaries orSubsidiaries have good and valid leasehold title to all Leased Property, free and clear of all Encumbrances other than Encumbrances created by the Leases or the Senior Credit Facility. Each lease, sublease or other agreement (collectively, the "Leases") set forth on Schedule 4.15 (or required to be set ------ ------------- forth on Schedule 4.15) is in full force and effect; all rents and additional ------------- rents due to date on each such Lease have been paid in full; and, to the knowledge Company's Knowledge, except as set forth on Schedule 4.15, the Company's and the ------------- Subsidiaries' lessors are not in default thereunder in any material respect and except as set forth on Schedule 4.15, there exists no event of default or event, ------------- occurrence, condition or act (including the transactions contemplated hereby) which, with the giving of notice, the lapse of time or the happening of any further event or condition not within the control of the Company, on the part of any other party to any such Company Lease (or any event which with notice or lapse of time, or botha Subsidiary, would constitute become a material default and under such Lease, or would reasonably be expected to have, individually or in respect of which the aggregate, a Material Adverse Effect on the Company or any of Subsidiary. The Company and its subsidiaries has Subsidiaries have not taken adequate steps to prevent such default from occurring). No term or condition of any Company Lease has been modified, amended or waived except as shown in such documents heretofore furnished or made available to Parent. Each Company Lease constitutes the entire agreement of the landlord and the tenant thereunder, and there are no other Contracts whatsoever relating to the Company's use or occupancy of violated any of the premises described in the Company Leases. The Company has not transferred terms or assigned conditions under any interest such Lease in any Company Lease, nor has the Company subleased or otherwise granted rights of use or occupancy of any of the premises described therein to any other person. As of the date of this Agreement, to the knowledge of Company, the landlord under each Company Lease has complied with all of the material requirements, conditions, representations, warranties and covenants of the landlord thereunder, including, without limitation, the timely completion of construction of the leased premises in a good and workmanlike manner and otherwise in accordance with the Company Leasesrespect.

Leased Property. Section 3.15 21.1 Folders 1.7.1 and 1.7.3 of the Data Room lists each real property leased or subleased by any Acquired Company Schedule contains --------------- ------------ a (collectively, the “Leased Properties”) and sets forth the name of the corresponding landlord and the date of the corresponding lease (collectively, the “Leases”), together with complete and accurate list copies of all real property currently leased by Company, and with respect to each Company Lease, the aggregate monthly rental payable thereunder and the expiration date thereofsuch Leases. The Company has furnished Leased Properties comprise all the land and buildings owned or made available to Parent a complete and accurate copy of all leases (each, a "Company ------- Lease" and collectively, occupied or otherwise used by the "Company Leases") pursuant to which Acquired Companies in connection with its business or otherwise. 21.2 Neither the Company or ----- -------------- any of its subsidiaries lease any real property. All of the Company Leases are valid and enforceable in accordance with their respective terms, and there is not, under any of the Company Leases, any existing material default or event of default on the part of the Company or any of its subsidiaries orAcquired Companies nor, to the knowledge of the CompanyVendor, on the part of any other party to any such Company Lease (thereto, is in material breach, default or any event which with notice or lapse of timeviolation of, or both, would constitute a material default and in respect of which the Company or any of its subsidiaries has not taken adequate steps to prevent such default from occurring). No term or condition of any Company Lease has been modified, amended or waived except as shown in such documents heretofore furnished or made available to Parent. Each Company Lease constitutes the entire agreement of the landlord and the tenant thereunder, and there are no other Contracts whatsoever relating to the Company's use or occupancy of any of the premises described in the Company Leases. The Company has not transferred or assigned any interest in any Company Lease, nor has the Company subleased or otherwise granted rights of use or occupancy of any of the premises described therein to any other person. As of the date of this AgreementLeases and, to the knowledge of Companythe Vendor, all the covenants to be performed by any other party to such Leases have been performed in all material respects. 21.3 Except for the Leased Properties, no Acquired Company has any actual obligations or actual or contingent liabilities (in any capacity, including as principal contracting party or guarantor) in relation to any property formerly owned or occupied by it (the Previously-owned Land and Buildings) or any lease, licence or other interest in, or agreement relating to, land. No Acquired Company has given any guarantee or indemnity for any liability relating to the Leased Properties, any Previously-owned Land and Buildings or any other land and buildings. 21.4 The relevant Acquired Company is legally and beneficially entitled to exclusively occupy the Leased Properties and no other Person is in (or actually or conditionally entitled to) possession, occupation, use or control of the Leased Properties. 21.5 To the knowledge of the Vendor, there are no agreements, covenants, restrictions, exceptions, reservations, conditions, rights, privileges or stipulations set out in an agreement entered into by an Acquired Company relating to the Leased Properties which materially and adversely conflict with the use thereof in the Ordinary Course of business of the Acquired Companies. 21.6 To the knowledge of the Vendor, the landlord under each relevant Acquired Company Lease has duly performed, observed and complied with all material covenants, restrictions, exceptions, reservations, conditions, agreements, statutory and common law requirements, by-laws, orders, building regulations and other stipulations and regulations affecting the Leased Properties, and no Acquired Company has received any written notice of non-performance, non-observance or non-compliance with any of the foregoing in respect of any of the Leased Properties. 21.7 To the knowledge of the Vendor, all material outgoings (including all material rents due) in respect of the Leased Properties have been paid to date and no written notice of any alleged material breach of any of the material requirements, conditions, representations, warranties and covenants terms of any lease or tenancy agreement in respect of the landlord thereunderLeased Properties has been served on any Acquired Company. 21.8 No written enforcement or other notices or proceedings in respect of any of the Leased Properties have been received by an Acquired Company and, includingto the knowledge of the Vendor, without limitationthere is no resolution or proposal for compulsory acquisition of any of the Leased Properties by the local or any other authority nor any outstanding order, notice or other requirement of any such authority that affects the use of the Leased Properties. 21.9 No Acquired Company is a party to any outstanding disputes in respect of the Leased Properties which if adversely determined would materially affect the use of the Leased Properties for the purposes for which they are now used or proposed to be used. 21.10 To the knowledge of the Vendor, the timely completion of construction Leased Properties enjoy access to services for water, drainage, electricity and gas sufficient for the purposes of the leased premises business of the Acquired Companies. 21.11 The buildings and other structures on the Leased Properties are in a good and workmanlike manner substantial repair and otherwise in accordance with fit for the Company Leasespurposes for which they are presently used. No building or structure on the Leased Properties has at any time during our occupation been affected by any structural damage, structural disrepair, dry or wet rot, timber infestation, disease or other material defect. 21.12 The Leased Properties are not subject to the payment of any outgoings other than the usual rates and taxes.

Leased Property. Section 3.15 of (a) Schedule 2.12(a) sets forth the real property leased by the Company Schedule contains --------------- ------------ a complete and accurate list of all real property currently leased by Company, and with respect to each Company Lease, (the aggregate monthly rental payable thereunder and the expiration date thereof"LEASED REAL PROPERTY"). The Company has furnished or made available to Parent a complete valid leasehold interest in the Leased Real Property, free and accurate copy clear of all leases (eachEncumbrances. The Leased Real Property has been and is operated by Seller and the Company, a "Company ------- Lease" and collectivelyto the knowledge of Seller and the Company, the "Company Leases") pursuant to which the Company or ----- -------------- any of its subsidiaries lease any real property. All of the Company Leases are valid by all other Persons at all times, in compliance with all environmental, health, occupation and enforceable in accordance with their respective termssafety laws and other laws, rules, regulations and ordinances, and there is not, under any no other condition of the Company Leases, any existing material default or event of default on the part of such Leased Real Property that would adversely affect the Company or any of its subsidiaries or, to the knowledge of the Company, on the part of any other party to any such Company Lease (Buyer or any event which with notice or lapse of time, or both, would constitute a material default and in respect of which the Company or any of its subsidiaries has not taken adequate steps to prevent such default from occurring). No term or condition of any Company Lease has been modified, amended or waived except as shown in such documents heretofore furnished or made available to Parent. Each Company Lease constitutes the entire agreement of the landlord and the tenant thereunder, and there are no other Contracts whatsoever relating to the Company's or Buyer's interests therein. Neither Seller nor the Company has received written notice that the use or occupancy of the Leased Real Property violates any of covenants, conditions or restrictions that encumber such Leased Real Property or that such Leased Real Property is subject to any restriction for which any permit or authorization is necessary to the premises described in current use thereof. There are no leases, licenses, concessions or other agreements granting to any person other than Buyer the Company Leases. The Company has not transferred or assigned any interest in any Company Lease, nor has the Company subleased or otherwise granted rights right of use or occupancy of any portion of the premises described therein to Leased Real Property. The Company neither owns, nor in the last fifteen (15) years has owned, any other person. As of the date of this Agreementreal property. (b) All leases for Leased Real Property (i) are valid and in full force and effect, to the knowledge of Company, the landlord under each Company Lease has complied with all of the material requirements, conditions, representations, warranties and covenants of the landlord thereunder, including, without limitation, the timely completion of construction of the leased premises in a good and workmanlike manner and otherwise (ii) are enforceable in accordance with their terms and (iii) subject to obtaining the necessary consents of landlords, as set forth on Schedule 2.12(b), are capable of being assigned, and will in fact be assigned to Buyer, upon the execution and delivery by Buyer and the Company Leasesof the applicable assignment documentation. The Company is not in default under any such lease, and no event, act or omission has occurred which would result in a default. (c) To the Company's and Seller's knowledge, (i) all buildings, improvements and other property on the Leased Real Property have received all approvals of governmental authorities (including certificates of occupancy, permits and licenses) required in connection with the operation thereof and have been operated and maintained in accordance with all applicable legal requirements and are not in violation of any applicable zoning, building code or subdivision ordinance, regulations, order or law or restrictions or covenants of record; (ii) all buildings, improvements and other property thereon are supplied with utilities and other services necessary for the operation thereof (including gas, electricity, water, telephone, sanitary and storm sewers and access to public roads); (iii) the land of the Leased Real Property does not serve any adjoining property for any purpose inconsistent with the use of the land, and the Leased Real Property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained and (iv) no Person (other than the Company) is in possession of such the Leased Real Property. (d) Other than is set forth in the leases relating to the Leased Real Property, the Company is not under any contractual or other legal obligation, and has not entered into any commitment, to make capital improvements or alterations to the Leased Real Property or the facilities located thereon. (e) To the Company's and Seller's knowledge, the Leased Real Property is in material compliance with, includes all rights necessary to assure compliance with, and all buildings, structures, other improvements and fixtures on such Leased Real Property and the operations of the Company in or about any Leased Real Property therein conducted conform in all respects to, all applicable health, fire, safety, zoning and building rules, and the Company has all easements and rights necessary or appropriate to conduct its operations as they are currently being conducted.

Leased Property. (a) Section 3.15 4.9 of the Disclosure Schedule sets out all rights and interests of the land or premises rented, occupied or otherwise used by the Group Companies (the “Leased Properties”), and the related information is true, accurate and complete in all material respect. (b) The Leased Properties comprise all the land and premises owned, rented, occupied or otherwise used by the Group Companies or in which any Group Company Schedule contains --------------- ------------ a complete and accurate has any right or interest. (c) A list of all real property currently leased tenancy agreements or leases entered into by Company, the Group Companies and with relevant information in respect of the Leased Properties has been disclosed to each Company Lease, the aggregate monthly rental payable thereunder Investors in Section 4.9 of the Disclosure Schedule and the expiration date thereof. information set out therein is true, accurate and complete in all material respect. (d) The Company has furnished Group Companies have paid the rent, rates and all other charges for which a tenant is responsible under the tenancy agreements or made available to Parent a complete and accurate copy of all leases (each, a "Company ------- Lease" and collectively, the "Company Leases") pursuant to which the Company or ----- -------------- any of its subsidiaries lease any real property. All of the Company Leases are valid Leased Properties up to the last payment date and enforceable in accordance with their respective terms, have observed and there is not, under any of performed the Company Leases, any existing material default or event of default covenants on the part of the Company tenant and the conditions contained in the tenancy agreements or any leases and all such tenancies or leases are valid, binding and in full force. (e) The Leased Properties are held by the Group Companies under the terms of a lease or tenancy agreement. Such lease or tenancy agreement is valid and binding on the parties thereto and contains no right for the lessor or landlord to terminate the lease prior to the expiry of its subsidiaries orterms other than for non-payment of rent or breach of the terms of such lease. (f) All necessary consents for the grant of the lease or tenancy agreement have been obtained and remain in full force and effect and the relevant Group Company, being the lessee, has satisfactory evidence of the lessor’s or landlord’s title to grant such lease or tenancy agreement. (g) For Leased Properties in the PRC, all registration or filing requirements have been complied with under the relevant regulations and the appropriate authorities have issued or granted the relevant registration or filing certificates and such documents do not contain any unusual or onerous provision or condition. (h) All covenants and conditions contained in the leases or tenancy agreement, or in any license, consent or other document entered into supplementing to the knowledge of the Companylease or tenancy agreement, whether on the part of the landlord or the tenant, have been observed and performed to date in all material respects and no material breaches have been waived or acquiesced in and the lease is valid and in full force. (i) All permits, licenses, consents and approvals required from any other party to any such Company Lease government authorities, landlords, superior landlords and mortgages (or any event which with notice or lapse of time, or both, would constitute a material default and where necessary) in respect of which the Company or any of its subsidiaries has not taken adequate steps to prevent such default from occurring). No term the tenancies or condition leases of any Company Lease has the Leased Properties have been modified, amended or waived except as shown in such documents heretofore furnished or made available to Parent. Each Company Lease constitutes obtained and the entire agreement covenants on the part of the landlord and and/or the tenant thereundercontained in such permits, licenses, consents and approvals have been duly performed and observed. (j) No notice affecting any of the Leased Properties or other use has been given or served by any government authority or any other authority or Person or body and there are no other Contracts whatsoever relating circumstances that are likely to result in the Company's use forfeiture or occupancy of any of the premises described tenancies or leases in respect of the Company Leases. The Company has not transferred Leased Properties. (k) No rent is currently under review or assigned any interest in dispute in any Company Lease, nor has the Company subleased or otherwise granted rights of use or occupancy of any of the premises described therein to any other person. As of the date of this Agreement, to the knowledge of Company, the landlord under each Company Lease has complied with all of the material requirements, conditions, representations, warranties and covenants of the landlord thereunder, including, without limitation, the timely completion of construction of the leased premises in a good and workmanlike manner and otherwise in accordance with the Company Leasesrespect.

Leased Property. (a) Section 3.15 3.7 of the Company Seller Disclosure Schedule contains --------------- ------------ a complete and accurate correct list as of the date hereof of (i) all the real property currently leased by Companyto the Seller that is used exclusively in connection with the Business (the “Leased Real Property”), including the street address, city and state at which each of the premises is located and, if applicable, the mall in which the premises is located, and (ii) each Store Lease, including the name of the lessor and lessee thereunder. Complete and correct copies of each lease for the Leased Real Property including every Store Lease (each a “Lease” and, collectively, the “Leases”), as amended, modified or supplemented, have been provided to the Buyer. (b) Seller, or an Affiliate of Seller, is the tenant (collectively, “Tenant”) under the Leases. (c) Section 3.7 of the Seller Disclosure Schedule identifies: (i) each Lease the terms of which provide that the Lease may be assigned to the Buyer, require that the Tenant furnish notice to the landlord of an assignment to the Buyer and set forth a Lease expiration date in 2014 or later (the “Category 1 Leases”); (ii) each Lease which requires the landlord’s consent to the assignment of such Lease to the Buyer (the “Category 2 Leases”); (iii) each Lease which sets forth a Lease expiration date in 2013, and the proposed extension or renewal term being negotiated by the Seller (the “Category 3 Leases”); and (iv) each Lease with respect to each Company Lease, the aggregate monthly rental payable thereunder and the expiration date thereof. The Company has furnished or made available to Parent a complete and accurate copy of all leases an Excluded Store. (each, a "Company ------- Lease" and collectively, the "Company Leases"d) pursuant to which the Company or ----- -------------- any of its subsidiaries lease any real property. All Except as set forth in Section 3.7 of the Company Leases are valid and enforceable in accordance Seller Disclosure Schedule, no event has occurred which, with their respective terms, and there is not, under any of the Company Leases, any existing material default or event of default on the part of the Company or any of its subsidiaries or, to the knowledge of the Company, on the part of any other party to any such Company Lease (or any event which with notice or lapse of time, time or the giving of notice or both, would constitute a default in any material default and respect by the Seller, or, to the Knowledge of PVH, by any other party to any Lease. (e) Except as set forth in Section 3.7 of the Seller Disclosure Schedule, to the Knowledge of PVH, there is no condemnation or other proceeding in eminent domain, pending or threatened, with respect of which the Company or to any of its subsidiaries has not taken adequate steps to prevent such default from occurring). No term or condition of any Company Lease has been modifiedthe Leased Real Property. (f) Other than those agreements contained in the Leases, amended or waived except as shown in such documents heretofore furnished or made available to Parent. Each Company Lease constitutes the entire agreement of the landlord and the tenant thereunder, and there are no other Contracts whatsoever agreements or understandings in writing between Tenant and any landlord with respect to the Leases or the Leased Real Property. (g) Tenant has not subleased or assigned any Lease or any part thereof. (h) Neither Tenant nor any landlord has commenced any Action with respect to any Lease. (i) Since October 1, 2012, Tenant has not received any written notice of any violation of any Laws relating to use, storage or release of hazardous materials with regard to the Company's use or occupancy of Leased Real Property. (j) Tenant has paid in full when due for all improvements made to any of the premises described in the Company Leases. The Company has not transferred or assigned any interest in any Company Lease, nor has the Company subleased or otherwise granted rights of use or occupancy of any of the premises described therein to any other person. As of the date of this Agreement, to the knowledge of Company, the landlord under each Company Lease has complied with all of the material requirements, conditions, representations, warranties and covenants of the landlord thereunder, including, without limitation, the timely completion of construction of the leased premises in a good and workmanlike manner and otherwise in accordance with the Company LeasesLeased Real Property.

Leased Property. Section 3.15 3.16(c) of the Company Schedule contains --------------- ------------ Disclosure Schedules sets forth a true, complete and accurate correct list of all premises at which any Group Company leases, licenses, occupies or subleases real property currently leased (collectively, the “Leased Real Propertiesˮ). True, complete and correct copies of all leases, licenses, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Properties by or to any Group Company, including all amendments and with respect to each Company Leasemodifications thereof (collectively, the aggregate monthly rental payable thereunder and the expiration date thereof. The Company has furnished or “Real Property Leases”), have been made available to Parent Prospector. Each Real Property Lease is in full force and effect and is a complete valid, legal and accurate copy of all leases (each, a "Company ------- Lease" and collectively, the "Company Leases") pursuant to which the Company or ----- -------------- any of its subsidiaries lease any real property. All binding obligation of the applicable Group Company Leases are valid and party thereto, enforceable in accordance with their respective termsits terms against such Group Company and, to the 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 there subject to general principles of equity). There is notno material breach or default by any Group Company or, to the Company’s knowledge, any third party under any Real Property Lease, and, 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 Real Property Lease. No party, other than the Company Leasesor its Subsidiaries, as applicable, has any existing material default right to use or event of default on occupy the part Leased Real Properties or any portion thereof. None of the Company or any of its subsidiaries or, Subsidiaries has received written notice of any current condemnation proceeding or proposed similar Proceedings or agreements for taking in lieu of condemnation with respect to the knowledge any portion of the Company, on the part Leased Real Properties. None of any other party to any such Company Lease (or any event which with notice or lapse of time, or both, would constitute a material default and in respect of which the Company or any of its subsidiaries Subsidiaries has not taken adequate steps to prevent such default from occurring). No term or condition of any Company Lease has been modifiedassigned, amended or waived except as shown in such documents heretofore furnished or made available to Parent. Each Company Lease constitutes the entire agreement of the landlord and the tenant thereunder, and there are no other Contracts whatsoever relating to the Company's use or occupancy of any of the premises described in the Company Leases. The Company has not transferred or assigned pledged any interest in any Company Lease, nor has the Company subleased or otherwise granted rights of use or occupancy of any of the premises described therein to any other person. As of the date of this Agreement, to the knowledge of Company, the landlord under each Company Lease has complied with all of the material requirements, conditions, representations, warranties and covenants of the landlord thereunder, including, without limitation, the timely completion of construction of the leased premises in a good and workmanlike manner and otherwise in accordance with the Company Real Property Leases.

Leased Property. Section 3.15 of the Company The attached Real Estate Schedule contains lists --------------- ------------ a complete -------------------- and accurate list of describes in reasonable detail all real property currently leased or subleased to the Company or its Subsidiaries and all other real property which is used by Company, the Company or its Subsidiaries and not owned by the Company or such Subsidiary (the "Leased Real Property," and together with respect to each Company Leasethe Owned Real Property, the aggregate monthly rental payable thereunder and the expiration date thereof"Real -------------------- ---- Property"). The Company has furnished or made available and its Subsidiaries have delivered to Parent a the Purchaser's -------- special legal counsel complete copies of the leases and accurate copy of all leases subleases listed on the Real Estate Schedule (each, a "Company ------- Lease" and collectively, the "Company Leases"Leases")and the Leased Real Property -------------------- ------ which is underlined on the Real Estate Schedule -------------------- (i) pursuant to which such Lease is legal, valid, binding, enforceable, and in full force and effect; (ii) the Company or ----- -------------- any of its subsidiaries lease any real property. All of the Company Leases are valid and enforceable in accordance with their respective terms, and there is not, under any of the Company Leases, any existing material default or event of default on the part of the Company or any of its subsidiaries or, and to the knowledge of Company's or the Companyapplicable Subsidiary's Knowledge, on the part of any no other party to any such Company Lease (is in breach or any default, and no event which has occurred which, with notice or lapse of time, or both, would constitute a breach or default or permit termination, modification, or acceleration of such lease or sublease; (iii) the Company has not, and to the Company's or the applicable Subsidiary's Knowledge, no other party to such Lease has repudiated any provision thereof; (iv) to the Company's or the applicable Subsidiary's Knowledge, there are no disputes, oral agreements, or forbearance programs in effect as to such Lease; (v) the transactions contemplated by this Agreement (whether viewed individually or in the aggregate) will not require the consent of any other Person which is party to any Lease, other than consents required in connection with the Leases set forth on the Restrictions Schedule; --------------------- (vi) in the case of each Lease which is a sublease, the representations and warranties set forth in clauses (i) through (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 trust, or encumbered any interest in the leasehold or subleasehold created pursuant to such Lease; (viii) none of the Leases has been modified in any respect, except to the extent that such modifications are in writing and have been delivered or made available to the Purchaser; (ix) all buildings, improvements and other structures located upon the Leased Real Property have received all approvals or governmental authorities, including licenses and permits, required in connection with and material default to the operation of the Company's and its Subsidiaries' operations thereon and have been operated and maintained in accordance with all applicable legal requirements and the terms and conditions of the Leases and any instrument of record or other agreement affecting the Leased Real Property; (x) the current use and operation of the Leased Real Property and the operation by the Company and its Subsidiaries does not violate any easement, covenant, condition, restriction, or other instrument of record or agreement affecting the Leased Real Property or any applicable legal requirements (including, without limitation, zoning laws or ordinances) except for such violations which, individually and in respect of which the aggregate, could not reasonably be foreseen to have a Material Adverse Effect on the Company or any of its subsidiaries has not taken adequate steps to prevent such default from occurring). No term or condition of any Company Lease has been modifiedSubsidiaries, amended or waived except as shown in such documents heretofore furnished or made available to Parent. Each Company Lease constitutes the entire agreement of the landlord and the tenant thereunder, and there are no other Contracts whatsoever relating to the applicable Company's or Subsidiary's use or occupancy of the Leased Real Property or any portion thereof or the operation of their respective businesses does not depend on a "permitted non-conforming use" or "permitted non-conforming structure" or similar exemption from any governmental authority; (xi) all buildings, structures and other improvements located upon the premises described in the Company Leases. The Company has not transferred or assigned any interest in any Company Lease, nor has the Company subleased or otherwise granted rights of use or occupancy of any of the premises described therein to any other person. As of the date of this Agreement, to the knowledge of Company, the landlord under each Company Lease has complied with all of the material requirements, conditions, representations, warranties and covenants of the landlord thereunderLeased Real Property, including, without limitation, all components thereof, are in good operating condition subject to the timely completion provision of usual and customary maintenance in the ordinary course of business with respect to buildings, structures and improvements of like age and construction and all water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage and other utility lines and systems serving the Leased Real Property and required for the Company's or the applicable Subsidiary's use thereof are in good operation condition and are sufficient to enable the continued operation of the leased premises Leased Real Property by the Company or the applicable Subsidiary in a good and workmanlike the manner and otherwise currently being used in accordance connection with the operations of the Company Leasesand its Subsidiaries; and (xii) all certificates of occupancy, permits, licenses, approvals and other authorizations required in connection with the operations of the applicable Company and its Subsidiaries on the Leased Real Property required to have been issued 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 in connection with the applicable Company's and its Subsidiaries' operations have been lawfully issued and are, as of the date, hereof, in full force and effect.

Leased Property. Section 3.15 of With respect to the Company Schedule contains --------------- ------------ a complete and accurate list of all real property currently identified as being leased or subleased by Company, and with respect to each Company Lease, the aggregate monthly rental payable thereunder and the expiration date thereof. The Company has furnished or made available to Parent a complete and accurate copy of all leases (each, a "Company ------- Lease" and collectively, the "Company Leases") pursuant to which the Company or ----- -------------- any of its subsidiaries lease any real property. All of the Company Leases are valid and enforceable in accordance with their respective terms, and there is not, under any of the Company Leases, any existing material default or event of default on the part of the Company or any of the Company’s Subsidiaries in Section 3.1(p) of the Company Disclosure Letter (which real property constitutes all of the real property leased or subleased as of the date hereof by the Company or any of the Company’s wholly-owned Subsidiaries for leases having an outstanding term of 12 months or more), (i) each lease or sublease for such property (each, a “Lease”), true, correct and complete copies of which (including any amendments thereto) are contained in the Company Data Room, is a valid leasehold, sublease interest or comparable right, and constitutes a legal, valid and binding obligation of the Company or such Subsidiary of the Company, as the case may be, enforceable against the Company or such Subsidiary of the Company, as the case may be, in accordance with its subsidiaries orterms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other Laws relating to limitations of actions or affecting the availability of equitable remedies and the enforcement of creditors’ rights generally and general principles of equity and public policy and to the qualification that equitable remedies such as specific performance and injunction may be granted only in the discretion of a court of competent jurisdiction, and is in full force and effect, unamended by oral or written agreement, (ii) neither the Company nor any of the Company’s Subsidiaries, as the case may be, is in material breach of or default under any Lease and, to the knowledge of the Company, on no event has occurred which, with the part giving of any other party to any such Company Lease (or any event which with notice or lapse of time, or both, would constitute a material breach of or default and in respect of which the Company or under any of its subsidiaries has not taken adequate steps to prevent such default from occurring). No term or condition of any Company Lease has been modified, amended or waived except as shown in such documents heretofore furnished or made available to Parent. Each Company Lease constitutes the entire agreement of the landlord and the tenant thereunder, and there are no other Contracts whatsoever relating to the Company's use or occupancy of any of the premises described in the Company Leases. The Company has not transferred or assigned any interest in any Company Lease, nor has the Company subleased or otherwise granted rights of use or occupancy of any of the premises described therein to any other person. As of the date of this Agreement, (iii) to the knowledge of the Company, no third party has repudiated or has the right to terminate or repudiate any Lease except in accordance with its terms or with respect to the normal exercise of remedies in connection with any defaults thereunder or in accordance with any termination rights set out therein, (iv) to the knowledge of the Company, no counterparty to any Lease is in material default thereunder, and (v) no consent by the landlord under each Company any Lease has complied is required in connection with all the consummation of the material requirements, conditions, representations, warranties and covenants transaction contemplated herein except for those identified in Section 3.1(p) of the landlord thereunder, including, without limitation, the timely completion of construction of the leased premises in a good and workmanlike manner and otherwise in accordance with the Company LeasesDisclosure Letter.

Leased Property. Section 3.15 of the Company (a) Schedule contains --------------- ------------ 5.12(a) sets forth a complete and accurate list of all real or immovable property currently and interests in real or immovable property leased by CompanyCap Corp or an Affiliate as lessee in which a Store is located (individually, and with respect to each Company a "Real Property Lease, the aggregate monthly rental payable thereunder ") and the expiration real or immovable properties specified in such leases, together with the expiry date thereofof each Real Property Lease and renewal term available. Real Property Leases and Cap Corp Properties (as hereinafter defined) are herein individually referred to as a "Company Property" and collectively as the "Company Properties". The Company has furnished Properties constitute all inter- ests in real or made available to Parent a complete and accurate copy of all leases (each, a "Company ------- Lease" and collectively, immovable property currently used or currently held for use in connection with the "Company Leases") pursuant to which the Company or ----- -------------- any of its subsidiaries lease any real property. All ownership and/or operation of the Company Leases Stores or which are necessary for the continued operation of the Stores as currently conducted. Cap Corp or its Affiliate has and at Time of Closing the Corporation will have a valid and enforceable in accordance with their respective terms, and there is not, leasehold interest under any each of the Company Real Property Leases, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); neither the Corporation nor Cap Corp has caused an event of default or received any existing material written notice of any default or event of default on the part of the Company or any of its subsidiaries or, to the knowledge of the Company, on the part of any other party to any such Company Lease (or any event which that with notice or lapse of time, or both, would constitute a material default by the Corporation or Cap Corp under any of the Real Property Leases; and to the best of the knowledge of Cap Corp and Gus none of the landlords in respect ▇▇ the Real Property Leases has caused an event of default that with notice or lapse of time, or both, would constitute a default by any one of such landlords under any of the Real Property Leases. Each of the Company Properties, buildings, fixtures and improvements thereon is in good operating condition and repair (subject to normal wear and tear). With respect to each Company Property, there is no management agreement, equipment lease, service contract or other contract or agreement to which the Corporation or Cap Corp is a party affecting such Company Property (collectively, "Property Contracts") which (i) was not made in the ordinary course of business, (ii) is not terminable upon 30 days' prior notice by Cap Corp without payment of a premium or penalty or (iii) requires payments in excess of an amount that, if added to the monthly payment obligations of all other Property Contracts in respect of such Company Property, would cause the aggregate amount of all monthly payment obligations in respect of all Property Contracts for such Company Property to exceed C$1,000. Cap Corp has delivered to the Purchaser true, correct and complete copies of the Real Property Leases, together with all amendments, modifications or supplements, if any, thereto. Cap Corp presently owns and operates cheque cashing and financial services stores at the locations set forth next to each Company Property on Schedule 5.12(a) and (g). (b) Cap Corp has obtained and will validly transfer to the Corporation prior to Closing all material certificates of occupancy and Permits of any Governmental Body necessary or useful for the current use and operation of each Company Property, and Cap Corp has fully complied with all material conditions of the Permits applicable to them. No material default or violation, or event that with the lapse of time or giving of notice or both would become a default or violation, has occurred in the due observance of any Permit. (c) There does not exist any actual or, to the best knowledge of Cap Corp and Gus, threatened or contemplated condemnation or eminent domain proceedings that affect any Company Property or any part thereof, and none of Cap Corp, Gus and the Corporation has received any notice, oral or written, of the intention of any Governmental Body or other Person to take or use all or any part thereof. (d) None of Cap Corp, Gus or the Corporation has received ▇▇▇ written notice from any insurance company municipality or of the governmental authority requiring performance of any structural or other repairs or alterations to such Company Property. (e) the Corporation does not own or hold, or is obligated under or a party to, any option, right of first refusal or other Contract right to purchase, acquire, sell, assign or dispose of any real estate or any portion thereof or interest therein. (f) The Corporation does not own or hold any real or immovable property in fee. (g) Schedule 5.12(g) sets forth all of the real and immovable property owned by Cap Corp or an Affiliate of Cap Corp in which certain Stores are located (collectively "Cap Corp Properties"). Cap Corp or its Affiliates, as the case may be, has good and marketable title to the Cap Corp Properties free and clear of all Liens except as set forth in Schedule 5.12 (g). At Closing Cap Corp or its Affiliates, as the case may be, and the Corporation shall as lessor and lessee enter into a lease in the form set out in Exhibit "B" for a term of five (5) years for each Cap Corp Property. Each said Lease shall constitute a first charge against the Cap Corp Property or Cap Corp shall on or before Closing provide a form of Non-Disturbance Agreement duly executed by the holder of any mortgage, charge or other security on the Cap Corp Property undertaking not to disturb the occupation and quiet possession by the Corporation so long as the Corporation shall perform all the terms, covenants and agreements contained in the lease of the Cap Corp Property. Schedule 5.12(g) sets forth the approximate square footage, monthly minimum rent and approximate monthly additional rent payable by the Corporation to Cap Corp for each Cap Corp Property. (h) Cap Corp or its Affiliate has sent notice of intention to renew to each lessor for a Real Property Lease that is due to receive notification of renewal of Lease in accordance with the terms thereof. (i) the Company or any Property and the current uses thereof and the conduct of its subsidiaries has not taken adequate steps to prevent such default from occurring). No term or condition of any Company Lease has been modifiedthe Business comply with all regulations, amended or waived statutes, enactments, laws and by-laws including, without limitation, those dealing with zoning, parking, access, loading facilities, landscaped areas, building construction, fire and public health and safety and Environmental Laws. (j) except as shown provided in such documents heretofore furnished or made available to Parent. Each Schedule 5.12(g), the Company Lease constitutes the entire agreement of the landlord Property (including all buildings, improvements and the tenant thereunderfixtures) is fit for its present use, and there are no other Contracts whatsoever relating to material or structural repairs to, or replacements of, the Company's use roof or occupancy of any of the premises described in mechanical, electrical, heating, ventilating, air-conditioning, plumbing or drainage equipment or systems that are necessary and the Company Leases. The Company has Property is not transferred currently undergoing any alteration or assigned renovation nor is any interest in any Company Lease, nor has the Company subleased such alteration or otherwise granted rights of use or occupancy of any of the premises described therein to any other person. As of the date of this Agreement, to the knowledge of Company, the landlord under each Company Lease has complied with all of the material requirements, conditions, representations, warranties and covenants of the landlord thereunder, including, without limitation, the timely completion of construction of the leased premises in a good and workmanlike manner and otherwise in accordance with the Company Leasesrenovation contemplated.

Leased Property. Section 3.15 of the Company Schedule contains --------------- ------------ a complete and accurate list of all real property currently leased by Company, and with respect to each Company Lease, the aggregate monthly rental payable thereunder and the expiration date thereof. The Company has furnished or made available to Parent a complete and accurate copy of all leases (each, a "Company ------- LeaseCOMPANY LEASE" and collectively, the "Company LeasesCOMPANY LEASES") pursuant to which the Company or ----- -------------- any of its subsidiaries lease any real property. All of the Company Leases are valid and enforceable in accordance with their respective terms, and there is not, under any of the Company Leases, any existing material default or event of default on the part of the Company or any of its subsidiaries or, to the knowledge of the Company, on the part of any other party to any such Company Lease (or any event which with notice or lapse of time, or both, would constitute a material default and in respect of which the Company or any of its subsidiaries has not taken adequate steps to prevent such default from occurring). No term or condition of any Company Lease has been modified, amended or waived except as shown in such documents heretofore furnished or made available to Parent. Each Company Lease constitutes the entire agreement of the landlord and the tenant thereunder, and there are no other Contracts whatsoever relating to the Company's use or occupancy of any of the premises described in the Company Leases. The Company has not transferred or assigned any interest in any Company Lease, nor has the Company subleased or otherwise granted rights of use or occupancy of any of the premises described therein to any other person. As of the date of this Agreement, to the knowledge of Company, the landlord under each Company Lease has complied with all of the material requirements, conditions, representations, warranties and covenants of the landlord thereunder, including, without limitation, the timely completion of construction of the leased premises in a good and workmanlike manner and otherwise in accordance with the Company Leases.

Leased Property. Section 3.15 of the Company (i) Set forth in Schedule contains --------------- ------------ 2.14(b) is a complete and accurate list description of all real and personal property currently leased by the Company, and with respect to each Company Lease. Except as otherwise set forth in Schedule 2.14(b), the aggregate monthly rental payable thereunder Company's leases are in full force and the expiration date thereof. The Company has furnished or made available to Parent a complete effect and accurate copy of all leases (each, a "Company ------- Lease" and collectively, the "Company Leases") pursuant to which the Company or ----- -------------- any of its subsidiaries lease any real property. All of the Company Leases are valid and enforceable in accordance with their respective terms, and there is not, under any . There exists no event of the Company Leases, any existing material default or event of default on the part of the Company which constitutes or any of its subsidiaries or, to the knowledge of the Company, on the part of any other party to any such Company Lease would constitute (or any event which with notice or lapse of time, time or both) a default by the Company or any other person under any such lease, and neither the Sellers nor the Company has received notice of such default or event nor is the Company aware of any breach of covenant which might render the leases liable for forfeiture. All rent and other amounts due and payable with respect to each of the Company's leases have been or shall be paid by the Company through the Closing Date. Except as set forth in Schedule 2.14(b), neither the Sellers nor the Company have received notice that the landlord with respect to any real property or personal property lease would refuse to renew such lease upon expiration of the period thereof upon substantially the same terms, except for rent increases consistent with past experience or market rentals. (ii) As at the date of this Agreement the Company leases the properties specified in the Schedule 2.14(b) free and clear of all Encumbrances that are material to the financial position or results of the operations of the Company subject only to:- (1) statutory or common law Encumbrances arising or incurred in the ordinary course of business and whether or not registered by any third party with respect to which the underlying objections are not delinquent or the validity of which is being contested in good faith by appropriate proceedings (2) Encumbrances disclosed or reflected in the latest balance sheet (3) Encumbrances for taxes not yet delinquent or the validity of which is being contested in good faith by appropriate proceedings (4) Encumbrances which constitute a material default valid leases or sub-leases from the Company to third parties (5) Encumbrances and defects in respect title of which the Company is aware (6) Encumbrances and defects in title that are not individually or any in the aggregate material to the financial position or results of its subsidiaries has not taken adequate steps to prevent such default from occurring). No term or condition of any Company Lease has been modified, amended or waived except as shown in such documents heretofore furnished or made available to Parent. Each Company Lease constitutes the entire agreement operations of the landlord and Company (the tenant thereunder, and there are no other Contracts whatsoever relating to the Company's use or occupancy types of any of the premises Liens described in the Company Leases. The Company has not transferred or assigned any interest foregoing clauses (i) to (vi) being referred to in any Company Lease, nor has the Company subleased or otherwise granted rights of use or occupancy of any of the premises described therein to any other person. As of the date of this Agreement, to the knowledge of Company, the landlord under each Company Lease has complied with all of the material requirements, conditions, representations, warranties and covenants of the landlord thereunder, including, without limitation, the timely completion of construction of the leased premises in a good and workmanlike manner and otherwise in accordance with the Company Leases.Agreement as "Permitted Encumbrances")

Leased Property. The Company and its Subsidiaries do not own any real property and, except as set forth in Section 3.15 3.14 of the Company Schedule contains --------------- ------------ a complete Disclosure Letter, the Company and accurate list its Subsidiaries do not possess any option or right to purchase any real property. Section 3.14 of all the Company Disclosure Letter sets forth each lease, sublease or any other arrangement under which real property currently leased (the “Leased Property”) is leased, sublet, licensed or otherwise occupied by Company, the Company and with respect to each Company Leaseany of its Subsidiaries (collectively, the aggregate monthly rental payable thereunder and the expiration date thereof“Company Property Leases”). The Company has furnished delivered or otherwise made available to Parent a true, correct and complete and accurate copy copies of all leases Company Property Leases (eachincluding all material modifications, a "Company ------- Lease" amendments, supplements and collectively, the "Company Leases"waivers thereto) pursuant to which the Company or ----- -------------- any of its subsidiaries lease Subsidiaries thereof leases or licenses any real propertyLeased Property. All Each such Company Property Lease is legal, binding, valid and in full force and effect, and the Company and its Subsidiaries have not assigned, mortgaged, transferred or otherwise encumbered any right, title or interest in any Company Property Leases and/or any Leased Property, and, except as set forth in Section 3.14 of the Company Leases are valid Disclosure Letter, any such interest is not subject or subordinate to any Lien or mortgage. The Company and enforceable its Subsidiaries enjoy peaceful and quiet possession of each Leased Property. Except as set forth in accordance with their respective terms, and there is not, under any Section 3.14 of the Company LeasesDisclosure Letter, any existing material default or event of default on the part of neither the Company or nor any of its subsidiaries orSubsidiaries nor, to the knowledge Knowledge of the Company, on the part of no landlord has violated any other party provision of, or committed or failed to perform any such Company Lease (act which, with or any event which with notice or without notice, lapse of time, time or both, both would constitute a material default and in respect under the provisions of, any Company Property Lease. To the Knowledge of which the Company, all uses of any such Leased Property by the Company or any of and its subsidiaries has not taken adequate steps Subsidiaries conform in all material respects to prevent such default from occurring). No term or condition of any Company Lease has been modified, amended or waived except as shown in such documents heretofore furnished or made available all applicable Laws relating to Parent. Each Company Lease constitutes building and zoning regulations and to the entire agreement provisions of the landlord and the tenant thereunder, and there are no other Contracts whatsoever relating to the Company's use or occupancy of any of the premises described in the applicable Company Leases. The Company has not transferred or assigned any interest in any Company Lease, nor has the Company subleased or otherwise granted rights of use or occupancy of any of the premises described therein to any other person. As of the date of this Agreement, to the knowledge of Company, the landlord under each Company Lease has complied with all of the material requirements, conditions, representations, warranties and covenants of the landlord thereunder, including, without limitation, the timely completion of construction of the leased premises in a good and workmanlike manner and otherwise in accordance with the Company Property Leases.

Leased Property. Except as set forth on Section 3.15 3.15(c) of the Company Schedule contains --------------- ------------ a complete and accurate list of all real property currently leased by CompanyDisclosure Schedule, and with respect to each Company Lease, the aggregate monthly rental payable thereunder and the expiration date thereof. The Company has furnished or made available to Parent a complete and accurate copy of all leases (each, a "Company ------- Lease" and collectively, the "Company Leases") pursuant to which neither the Company or ----- -------------- any of nor its subsidiaries Subsidiaries lease any real property. All The real property demised by the leases listed in Section 3.15(c) of the Company Disclosure Schedule (each such lease, a “Company Lease”) is referred to herein as the “Leased Real Property”. With respect to the Leased Real Property: (i) the Company has made available to Parent in the Dataroom complete and accurate copies of each Company Lease and none of the Company Leases has been modified in any material respect, except to the extent that such modifications are valid disclosed by the copies made available to Parent; (ii) either the Company or one of its Subsidiaries holds good, clear and marketable leasehold title to such parcel of real property, free and clear of all Liens as of the Closing Date, other than Permitted Liens; (iii) each of the Company Leases represents the legal, valid, and binding obligation of the Company or its Subsidiary that is party to such Company Lease, enforceable in accordance with their respective its terms, and ; there is notno default or basis for acceleration, repossession or termination under any such Company Lease, nor has any event occurred which (with the giving of notice or the passage of time, or both) would constitute a default or result in or permit the repossession, acceleration of any obligation under, or termination of any of the Company Leases, in each case as a result of any existing material default action or event inaction by the Company or any of default on its Subsidiaries or, to the part Knowledge of the Company, any other party to any Company Lease; nor, to the Knowledge of the Company or any of its subsidiaries orSubsidiaries, is there any default under any ground lease, prime lease, mortgage or deed of trust of any lessor or any prime lessor, or with respect to the knowledge any real property, which would ultimately result in a repossession under or termination of any of the CompanyCompany Leases or impair any right of the Company or its Subsidiaries under any Company Lease; (iv) the Company or its Subsidiaries have not assigned, on the part of any other party to any such Company Lease (or any event which with notice or lapse of timesublet, or bothotherwise transferred, would constitute a material default in whole or in part, any of their interests in any of the Leased Real Property; the Company and in respect its Subsidiaries have the exclusive right to possession of which the Leased Real Property, and the Company or its Subsidiaries have peaceful and undisturbed possession of such premises; and (v) neither the Company nor any of its Subsidiaries have received any notice of, nor does the Company or any of its subsidiaries has not taken adequate steps to prevent such default from occurring). No term Subsidiaries have any Knowledge of, any pending or condition of any Company Lease has been modified, amended or waived except as shown in such documents heretofore furnished or made available to Parent. Each Company Lease constitutes the entire agreement of the landlord and the tenant thereunder, and there are no other Contracts whatsoever relating proposed taking with respect to the Company's use or occupancy of any of the premises described in the Company Leases. The Company has not transferred or assigned any interest in any Company Lease, nor has the Company subleased or otherwise granted rights of use or occupancy of any of the premises described therein to any other person. As of the date of this Agreement, to the knowledge of Company, the landlord under each Company Lease has complied with all of the material requirements, conditions, representations, warranties and covenants of the landlord thereunder, including, without limitation, the timely completion of construction of the leased premises in a good and workmanlike manner and otherwise in accordance with the Company LeasesLeased Real Property.

Leased Property. Section 3.15 14 of the Company Schedule contains --------------- ------------ Disclosure Letter sets forth a true, correct and complete and accurate list of all real property currently leased by Companyleases, subleases and with respect other occupancy arrangements to each Company Lease, the aggregate monthly rental payable thereunder and the expiration date thereof. The Company has furnished or made available to Parent a complete and accurate copy of all leases (each, a "Company ------- Lease" and collectively, the "Company Leases") pursuant to which the Company or ----- -------------- any of its subsidiaries lease any real property. All of the Company Leases are valid and enforceable in accordance with their respective terms, and there is not, under any of the Company Leases, any existing material default or event of default on the part of the Company or any of its subsidiaries or, to the knowledge of the Company, on the part of any other party to any such Company Lease (or any event which with notice or lapse of time, or both, would constitute a material default and in respect of which the Company or any of its subsidiaries has not taken adequate steps to prevent such default from occurringSubsidiaries is a party and each amendment thereto (the “Real Property Leases”). No term or condition of any Each premises subject to a Real Property Lease is hereinafter referred to as a “Leased Property.” The Company Lease has been modified, amended or waived except as shown in such documents heretofore furnished or made available to Parent. Each Company Lease constitutes the entire agreement of the landlord Parent and the tenant thereunderAcquiror a true, correct and there are no other Contracts whatsoever relating to complete copy of each Real Property Lease. Neither the Company's use or occupancy of Company nor any of the premises described in the Company Leases. The Company its Subsidiaries has not transferred transferred, mortgaged or assigned any interest in any Company such Real Property Lease, nor has the Company or any of its Subsidiaries subleased or otherwise granted rights of use or occupancy of any of the premises described therein to any other personPerson. As of With respect to each Real Property Lease: (a) such Real Property Lease is in full force and effect and is valid and binding on the date of this AgreementCompany and its Subsidiaries, as applicable and, to the knowledge of the Company, the landlord under each Company Lease has complied with all of the material requirements, conditions, representations, warranties other party thereto and covenants of the landlord thereunder, including, without limitation, the timely completion of construction of the leased premises in a good and workmanlike manner and otherwise enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, rehabilitation, liquidation, preferential transfer, moratorium and similar Laws now or hereafter affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at equity or law); (b) neither the Company Leases.nor any of its Subsidiaries nor, to the knowledge of the Company, any other party to such Real Property Lease, is in material breach or violation of, or in material default under, such Real Property Lease; (c) the Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Property under such Real Property Lease has not been disturbed in any material respect and, to the knowledge of the Company, there are no disputes with respect to such Real Property Lease; (d) neither the Company nor any of its Subsidiaries owes any brokerage commissions or finder’s fees with respect to such Real Property Lease; (e) to the knowledge of the Company, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would result in a material breach or violation of, or a material default under, such Real Property Lease, or permit the termination, modification or acceleration of rent under such Real Property Lease and (f) to the knowledge of the Company, there is no pending or threatened condemnation or similar proceeding affecting any Leased Property;