Common use of Leased Properties Clause in Contracts

Leased Properties. Section 3.22 of the Disclosure Schedule sets forth a list of all of the leases and subleases ("Leases") and each leased and subleased parcel of real property in which the Company has a leasehold or subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real Property"). Each of the Leases are in full force and effect, and the Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Schedule. The Company has delivered to HK true, correct, complete and accurate copies of each of the Leases. With respect to each Lease set forth on Section 3.22 of the Disclosure Schedule: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge of the Company the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company, nor, to the Knowledge of the Company, any other party to the Lease, is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party thereto; (iv) the Company has not, and, to the Knowledge of the Company, no third party has repudiated any provision of the Lease; (v) there are no disputes, oral agreements, or forbearance programs in effect as to the Lease; (vi) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HK; (vii) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens); and (viii) the Lease is fully assignable to HK without the necessity of any consent or the Company shall obtain all necessary consents prior to the Closing.

Leased Properties. Section 3.22 3.24 of the Disclosure Schedule sets forth a list of all of the leases and subleases ("Leases") and each leased and subleased parcel of real property in which the Company company has a leasehold or and subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real Property"). Each of the Leases are in full force and effect, and the Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Schedule. The Company has delivered to HK true, correct, complete and accurate copies of each of the LeasesSchedule 3.24. With respect to each Lease set forth on Section 3.22 3.24 of the Disclosure Schedule: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge of the Company the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company, nor, to the Knowledge of the Company, any other party to the Lease, is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party thereto; (iv) the Company has not, and, to the Knowledge of the Company, no third party has repudiated any provision of the Lease; (v) there are no disputes, oral agreements, or forbearance programs in effect as to the Lease; (vi) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HKICS; (vii) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens); and (viii) the Lease is fully assignable to HK ICS without the necessity of any consent or the Company shall obtain all necessary consents prior to the Closing.

Leased Properties. Section 3.22 of the Disclosure The Assets Schedule sets forth a list of all of the leases and subleases ("Leases") and each leased and subleased parcel of real property in which the Company or any subsidiary has a leasehold or and subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real Property") (the Owned Real Property and the Leased Real Property are collectively referred to herein as the "Real Property"). Each of the Leases are in full force and effect, effect and the Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure ScheduleLeases. The Company has delivered to HK Purchaser true, correct, complete and accurate copies of each of the LeasesLeases described in the Assets Schedule. With Except as described on the Assets Schedule, with respect to each Lease set forth listed on Section 3.22 of the Disclosure Assets Schedule: (ia) the Lease is legal, valid, binding, enforceable and in full force and effect; (iib) to the Knowledge of the Company the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iiic) neither the Company, nor, to the Knowledge of the Company, Company nor any other party to the Lease, Lease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party theretoLease; (ivd) the Company has not, and, no party to the Knowledge of the Company, no third party Lease has repudiated any provision of the Leasethereof; (ve) there are no disputes, oral agreements, or forbearance programs in effect as to the Lease; (vif) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HKPurchaser; (viig) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens)Lease; and (viiih) the Lease is fully assignable to HK without purchase and transfer of stock and warrants of the necessity Company, as contemplated by this Agreement, will not require the consent of the landlords or any consent other party under the Leases or the Company Seller shall obtain all necessary consents prior to the Closing. Purchaser acknowledges that the Company subleases the operation of the beauty salon at each property to a third party.

Leased Properties. Section 3.22 11.1 of the Disclosure Schedule sets forth a list of all of the leases leases, licenses and subleases of real property to which any Group Company is a party to or bound by ("each a “Lease” and, collectively, the “Leases"”) and each leased leased, licensed and subleased parcel of real property in which the any Group Company has a leasehold or subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "“Leased Real Property"”). Each of the Leases are in full force and effect, and the Group Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Schedule. The Company has delivered to HK true, correct, complete and accurate copies of each of the Leases. With respect to each Lease set forth listed on Section 3.22 11.1 of the Disclosure Schedule: (ia) there are no disputes, oral agreements or forbearance programs in effect as to such Lease and no Group Company has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in such Lease; (b) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge of the Company the Lease effect and will continue to be legal, valid, binding, enforceable and in full force and effect so on substantially identical terms immediately following the Closing; (iiic) neither the Company, nor, to the Knowledge of the Company, any Group Company nor any other party to the Lease, any Lease is in breach or default, and no event has occurred which, with notice or lapse of timetime or both, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party theretoor sublease; (ivd) the Company has not, and, to the Knowledge of the Company, no third party has repudiated any provision of the Lease; (v) there are no disputes, oral agreements, or forbearance programs in effect as to the Lease; (vi) the such Lease has not been amended or modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HK; (viie) neither any Group Company nor the Company Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease leasehold, license agreement or subleasehold; (except f) all buildings, improvements and other property leased, licensed or subleased thereunder are supplied with utilities and other services necessary for Permitted Liensthe operation thereof (including gas, electricity, water, telephone, sanitary and storm sewer, and access to public roads); (g) if required by applicable law or regulation, all of Leases required to be set forth on Section 11.1 of the Disclosure Schedule have been registered with the competent lease registration authority in the jurisdiction in which such Leases are entered into in accordance with applicable laws and regulations and (viiih) the Lease is fully assignable to HK without transactions contemplated by the necessity Transaction Documents will not require the consent of any consent landlord, licensor or sublandlord or the Company shall obtain all necessary consents will provide such consent prior to the Closing.. Schedules and Exhibits

Leased Properties. Section 3.22 of the Disclosure Schedule The "Leases Schedule" sets forth a list of all ----------------- --------------- of the leases and subleases related to the Division (the "Leases") and each ------ leased and subleased parcel of real property related to the Division in which the Company Seller or any of its Subsidiaries has a leasehold or and subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real Property"). Each of the Leases are is in full force and effect, effect -------------------- and the Company Seller or its Subsidiary holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure ScheduleLeases. The Company Seller has delivered to HK the Purchaser true, correct, complete and accurate copies of each of the LeasesLeases described in the Leases Schedule. With respect to each Lease set forth listed on Section 3.22 of the Disclosure --------------- Leases Schedule: (i) the Lease is legal, valid, binding, enforceable and in --------------- full force and effect; (ii) to the Knowledge of the Company the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company, Seller nor, to the Knowledge knowledge of the CompanySeller or any Stockholder, any other party to the Lease, Lease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party theretoLease; (iv) the Company has not, and, no party to the Knowledge of the Company, no third party Lease has repudiated any provision of the Leasethereof; (v) there are no disputes, oral agreements, or forbearance programs in effect as to the Lease; (vi) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HKthe Purchaser; and (vii) neither the Company Seller nor any of its Subsidiaries has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens); and (viii) the Lease is fully assignable to HK without the necessity of any consent or the Company shall obtain all necessary consents prior to the ClosingLease.

Leased Properties. Section 3.22 of the Disclosure Schedule The "Leases Schedule" sets forth a list ----------------- --------------- of (i) all of the leases and subleases relating primarily to the Acquired Business (including, without limitation, all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for which each lease results in an annualized base rent of $30,000 or more or relating to a regional accounting center (collectively, the "Leases") and (ii) as to each leased and subleased parcel material Lease, whether consent of real property any Person is ------ required to convey a valid leasehold interest in which connection with the Company has a leasehold transactions contemplated by this Agreement. Except as set forth on the attached Leases Schedule, the Seller or subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real Property"). Each of the Leases are in full force and effect, and the an Acquired Company holds a valid and existing --------------- leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 Leases, free and clear of the Disclosure Scheduleall Liens other than Permitted Encumbrances. The Company Seller has delivered to HK the Purchaser true, correct, complete and accurate copies of each of written Lease, except as set forth on the LeasesLeases Schedule. With respect to each Lease Lease, except --------------- as set forth on Section 3.22 of the Disclosure Leases Schedule: (i) the Lease is legal, valid, binding, --------------- enforceable and in full force and effect; (ii) to the Knowledge of the Company the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms immediately following the Closing; (iii) neither the Seller nor any Acquired Company, nor, nor to the Knowledge knowledge of the CompanySeller, any other party to the Lease, Lease is in material breach or default, and no event has occurred which, with or without notice or lapse of timetime or both, would constitute such a material breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party theretoLease; (iv) the Company has not, and, no party to the Knowledge of the Company, no third party Lease has repudiated any material provision of the Leasethereof; (v) there are no material written disputes, oral agreements, or forbearance programs in effect as to the Lease; (vi) the Lease has not been modified in any material respect, except to the extent that such material modifications are disclosed by the documents delivered to HKthe Purchaser; and (vii) neither the Seller nor any Acquired Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (Lease, except for Permitted Liens); such assignments, transfers, conveyances, mortgages, deeds in trust and (viii) encumbrances that could not reasonably be expected to have, individually or in the Lease is fully assignable to HK without the necessity of any consent or the Company shall obtain all necessary consents prior to the Closingaggregate, a Material Adverse Effect.

Leased Properties. Section 3.22 3.11.1 of the Company Disclosure Schedule sets forth a list of all of the leases leases, licenses and subleases of real property to which any Group Company is a party to or bound by ("each a “Lease” and, collectively, the “Leases"”) and each leased leased, licensed and subleased parcel of real property in which the any Group Company has a leasehold or subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "“Leased Real Property"”). Each of the Leases are in full force and effect, and the Group Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Schedule. The Company has delivered to HK true, correct, complete and accurate copies of each of the Leases. With respect to each Lease set forth listed on Section 3.22 3.11.1 of the Company Disclosure Schedule: (ia) there are no disputes, oral agreements or forbearance programs in effect as to such Lease and no Group Company has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in such Lease; (b) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge of the Company the Lease effect and will continue to be legal, valid, binding, enforceable and in full force and effect so on substantially identical terms immediately following the Closing; (iiic) neither the Company, nor, to the Knowledge of the Company, any Group Company nor any other party to the Lease, any Lease is in breach or default, and no event has occurred which, with notice or lapse of timetime or both, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party theretoor sublease; (ivd) the Company has not, and, to the Knowledge of the Company, no third party has repudiated any provision of the Lease; (v) there are no disputes, oral agreements, or forbearance programs in effect as to the Lease; (vi) the such Lease has not been amended or modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HK; (viie) the neither any Group Company nor any Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease leasehold, license agreement or subleasehold; (except f) all buildings, improvements and other property leased, licensed or subleased thereunder are supplied with utilities and other services necessary for Permitted Liensthe operation thereof (including gas, electricity, water, telephone, sanitary and storm sewer, and access to public roads); (g) if required by applicable law or regulation, all of Leases required to be set forth on Section 3.11.1 of the Company Disclosure Schedule have been registered with the competent lease registration authority in the jurisdiction in which such Leases are entered into in accordance with applicable laws and regulations and (viiih) the Lease is fully assignable to HK without transactions contemplated by this Agreement will not require the necessity consent of any consent landlord, licensor or sublandlord or the Company shall obtain all necessary consents will provide such consent prior to the Closing.

Leased Properties. Section 3.22 of the Disclosure Schedule The "Leases Schedule" sets forth a list of all ----------------- --------------- of the leases and subleases (the "Leases") and each leased and subleased parcel ------ of real property in which the Company Seller or any of its Subsidiaries has a leasehold or and subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real Property"). Each To the knowledge of the -------------------- Seller (without investigating title) each of the Leases are is in full force and effect, effect and the Company Seller or its Subsidiary holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure ScheduleLeases. The Company Seller has delivered to HK the Purchaser true, correct, complete and accurate copies of each of the LeasesLeases described in the Leases Schedule. With respect to each Lease set forth listed on Section 3.22 of the Disclosure --------------- Leases Schedule: (i) to the knowledge of the Seller (without investigating --------------- title) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge knowledge of the Company Seller (without investigating title) the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following as of the Closing; (iii) neither the Company, Seller nor, to the Knowledge knowledge of the CompanySeller, any other party to the Lease, Lease is in breach or default, and and, to the knowledge of the Seller, no event has occurred which, with notice or lapse of time, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party theretoLease; (iv) the Company has not, and, no party to the Knowledge of the Company, no third party Lease has repudiated any provision of the Leasethereof; (v) there are no disputes, oral agreements, or forbearance programs in effect as to the Lease; (vi) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HKthe Purchaser; and (vii) neither the Company Seller nor any of its Subsidiaries has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Liens to be discharged at or before Closing and Permitted Liens); and (viii. Notwithstanding the foregoing, no representation or warranty is given in this Section 5.10(b) the Lease is fully assignable to HK without the necessity of any consent or the Company shall obtain all necessary consents prior with respect to the ClosingLeases which relate to the properties being sold to the Purchaser pursuant to the Real Property Purchase Agreements.

Leased Properties. Section 3.22 2.11.1 of the Company Disclosure Schedule sets forth a list of all of the leases leases, licenses and subleases of real property to which any Group Company is a party to or bound by ("each a “Lease” and, collectively, the “Leases"”) and each leased leased, licensed and subleased parcel of real property in which the any Group Company has a leasehold or subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "“Leased Real Property"”). Each of the Leases are in full force and effect, and the Group Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Schedule. The Company has delivered to HK true, correct, complete and accurate copies of each of the Leases. With respect to each Lease set forth listed on Section 3.22 2.11.1 of the Company Disclosure Schedule: (ia) there are no disputes, oral agreements or forbearance programs in effect as to such Lease and no Group Company has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in such Lease; (b) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge of the Company the Lease effect and will continue to be legal, valid, binding, enforceable and in full force and effect so on substantially identical terms immediately following the Closing; (iiic) neither the Company, nor, to the Knowledge of the Company, any Group Company nor any other party to the Lease, any Lease is in breach or default, and no event has occurred which, with notice or lapse of timetime or both, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party theretoor sublease; (ivd) the Company has not, and, to the Knowledge of the Company, no third party has repudiated any provision of the Lease; (v) there are no disputes, oral agreements, or forbearance programs in effect as to the Lease; (vi) the such Lease has not been amended or modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HK; (viie) neither any Group Company nor the Company Parent has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease leasehold, license agreement or subleasehold; (except f) all buildings, improvements and other property leased, licensed or subleased thereunder are supplied with utilities and other services necessary for Permitted Liensthe operation thereof (including gas, electricity, water, telephone, sanitary and storm sewer, and access to public roads); (g) if required by applicable law or regulation, all of Leases required to be set forth on Section 2.11.1 of the Company Disclosure Schedule have been registered with the competent lease registration authority in the jurisdiction in which such Leases are entered into in accordance with applicable laws and regulations and (viiih) the Lease is fully assignable to HK without transactions contemplated by this Agreement will not require the necessity consent of any consent landlord, licensor or sublandlord or the Company shall obtain all necessary consents Parent will provide such consent prior to the Closing.

Leased Properties. Section 3.22 of the Disclosure Schedule The "Leased Property Schedule" attached hereto sets forth a list of all of the leases and subleases ("Leases") and each leased and subleased parcel of real property in which the Company has or any of it Subsidiaries have a leasehold or and subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real Property"). Each of the Leases are in full force and effect, and the Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Schedule. The Company has delivered to HK the Lender true, correct, complete and accurate copies of each of the LeasesLeases described in the Leased Property Schedule. With respect to each Lease set forth listed on Section 3.22 of the Disclosure Leased Property Schedule: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge of the Company the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company, Company nor any of its Subsidiaries nor, to the Knowledge best of the Company's knowledge, any other party to the Lease, Lease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party theretoLease; (iv) the Company has not, and, to the Knowledge best of the Company's knowledge, no third party to the Lease has repudiated any provision of the Leasethereof; (v) to the best of the Company's knowledge, there are no disputes, oral agreements, or forbearance -11- 17 programs in effect as to the Lease; (vi) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HKthe Lender; and (vii) neither the Company nor any of it Subsidiaries has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens); and (viii) the Lease is fully assignable to HK without the necessity of any consent or the Company shall obtain all necessary consents prior to the ClosingLease.

Leased Properties. Section 3.22 of the Disclosure The Assets Schedule sets forth a list of all of the leases and subleases ("Leases") and each leased and subleased parcel of real property in which the Company or any subsidiary has a leasehold or and subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real Property") (the Owned Real Property and the Leased Real Property are collectively referred to herein as the "Real Property"). Each of the Leases are is in full force and effect, effect and the Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure ScheduleLeases. The Company has delivered made available to HK the Investors true, correct, complete and accurate copies of each of the LeasesLeases described in the Assets Schedule. With respect to each Lease set forth listed on Section 3.22 of the Disclosure Assets Schedule: (ia) the Lease is legal, valid, binding, enforceable and in full force and effect; (iib) to the Knowledge validity, binding nature and enforceability of the Company Lease shall not be adversely affected by the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closingtransaction contemplated hereby; (iiic) neither the Company, nor, nor to the Knowledge of the Company's knowledge, any other party to the Lease, Lease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party theretoLease; (ivd) the Company has not, and, no party to the Knowledge of the Company, no third party Lease has repudiated any provision of the Leasethereof; (v) there are no disputes, oral agreements, or forbearance programs in effect as to the Lease; (vie) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered made available to HKthe Investors' special counsel; and (viif) except as set forth on the Assets Schedule, the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens); and (viii) the Lease is fully assignable to HK without the necessity of any consent or the Company shall obtain all necessary consents prior to the ClosingLease.

Leased Properties. Section 3.22 4.28(b) of the Disclosure Schedule Letter sets forth a ------------------ true, correct and complete list of all of the leases and subleases ("Leases") and each leased and subleased parcel of real property in which the Company has a leasehold or subleasehold interest or to which the Company any of its Subsidiaries is a party either as tenant, subtenant, landlord or sublandlord (collectively, the "Leased Real Property"). Each ) and for each Lease indicates whether or not the consent of the landlord thereunder will be required in connection with (i) the Merger, (ii) the assignment of the Leases are as collateral in full force and effect, and respect of the Financing (assuming it occurs on the terms set forth in the Financing Letters) or (iii) the other transactions contemplated by this Agreement. The Company (either directly or through a Subsidiary) holds a valid and existing leasehold or subleasehold interest or Landlord landlord or Sublandlord sublandlord interest as applicable, under each of the Leases described in Section 3.22 4.28(b) of the Disclosure ScheduleLetter. The Company has delivered or made available to HK MergerSub true, correct, and complete and accurate copies of each of the Leases. With respect to each Lease set forth on Section 3.22 of the Disclosure ScheduleLease: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge of the Company the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical the same terms and conditions following the ClosingEffective Time; (iii) neither the CompanyCompany (or its applicable Subsidiary), nor, nor to the Knowledge knowledge of the Company, any other party to the Lease, is in breach or defaultdefault under the Lease, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default by the Company (or such Subsidiary) or permit termination, modification or acceleration under the Lease by any other party thereto; (iv) the Company (or its applicable Subsidiary) has performed and will continue to perform all of its obligations under the Lease, (v) the Company has not, and, and to the Knowledge knowledge of the Company, no third party has repudiated any provision of the Lease; (vvi) there are no disputes, oral agreements, or forbearance programs in effect as to the LeaseLease other than (x) those arising in the ordinary course of business and (y) those which, individually or in the aggregate, do not constitute a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole; (vivii) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents previously delivered or made available to HKMergerSub; and (viiviii) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens); and (viii) the Lease is fully assignable to HK without the necessity of any consent or the Company shall obtain all necessary consents prior to the ClosingLease.

Leased Properties. Section 3.22 of the Disclosure Schedule The "Leases Schedule" sets forth a list of (i) all of the leases leases, subleases, licenses and subleases similar agreements (including, without limitation, all amendments, extensions, renewals, guaranties and other agreements with respect thereto) used in or otherwise related to the operation of the Acquired Business (the "Leases") and (ii) each leased and subleased leased, subleased, licensed and/or occupied parcel of real property used in or otherwise related to the Acquired Business in which the Company any Seller has a leasehold leasehold, subleasehold, licensed or subleasehold similar interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real Property"). Each of the Leases are is in full force and effect, and the Company a Seller holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure ScheduleLeases. The Company has Sellers have delivered to HK the Purchaser true, correct, complete and accurate copies of each of the Leaseswritten Lease. With respect to each Lease set forth on Section 3.22 of the Disclosure ScheduleLease: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge of the Company the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company, Sellers nor, to the Knowledge knowledge of the CompanySellers, any other party to the Lease, Lease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party theretoLease; (iv) the Company has not, and, no party to the Knowledge of the Company, no third party Lease has repudiated any provision of the Leasethereof; (v) there are no disputes, oral agreements, material disputes or forbearance programs in effect as to the Lease; (vi) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HKthe Purchaser; and (vii) the Company no Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens); and (viii) the Lease is fully assignable to HK without the necessity of any consent or the Company shall obtain all necessary consents prior to the ClosingLease.

Leased Properties. Section 3.22 of the Disclosure Schedule 3.7 sets forth a list of all of the leases and subleases ("LeasesLEASES") and each leased and subleased parcel of real property in which the Company ECG has a leasehold or and subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real PropertyLEASED REAL PROPERTY"). Each of the Leases are is in full force and effect, and the Company ECG holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure ScheduleLeases. The Company Seller has delivered to HK Buyer true, correct, complete and accurate copies of each of the LeasesLeases described in Schedule 3.7. With respect to each Lease set forth on Section 3.22 of the Disclosure ScheduleLeases listed on Schedule 3.7: (i) the Lease it is legal, valid, binding, and enforceable in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, reorganization, insolvency, moratorium and in full force other laws affecting creditors' rights generally and effectby general equitable principles; (ii) to the Knowledge of the Company the Lease it will continue to be legal, valid, binding, and enforceable and in full force and effect on identical terms following the ClosingFunding in accordance with its terms, except as enforcement in each instance may be limited by applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors' rights generally and by general equitable principles; (iii) neither the Company, ECG nor, to the Knowledge of the CompanyParent, Seller or ECG, any other party to the Lease, such lease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party theretosuch lease; (iv) the Company has not, and, to the Knowledge of the CompanyParent, Seller or ECG, no third party to such lease has repudiated any provision of the Leasethereof; (v) there are no disputes, oral agreements, or forbearance programs in effect as to the Leasesuch lease; (vi) the Lease such lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HKBuyer; (vii) the Company ECG has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens)such lease; and (viii) the Lease is fully assignable to HK without the necessity of any consent or the Company shall obtain all necessary consents prior to the Closing.except as disclosed on

Leased Properties. Section 3.22 of the Disclosure Schedule sets forth a list of all Each of the leases and subleases for leased Real Property ("Leases") and each leased and subleased parcel of real property in which the Company has a leasehold or subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real Property"). Each ) listed on Section 5.10 of the Leases are Disclosure Schedule is in full force and effect, effect and the Company Seller holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in leases. Section 3.22 5.10 of the Disclosure ScheduleSchedule contains a list of all leases under which Seller holds a leasehold or subleasehold interests that provide for total annual payments in excess of $20,000 individually, or $30,000 in the aggregate. The Company Seller has delivered to HK Purchaser true, correct, complete and accurate copies of each of the Leasessuch leases. With respect to each Lease set forth on Section 3.22 of the Disclosure Schedulesuch lease: (i) the Lease lease is legal, valid, binding, enforceable and in full force and effect; (ii) to Seller's Knowledge, subject to obtaining the Knowledge consent of each landlord where required by the Company lease for the Lease assignment to Purchaser, the lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company, nor, to the Knowledge of the Company, any other party to the Lease, Seller is not in material breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a material breach or default by the Company Seller or permit termination, modification or acceleration under the Lease lease by any party thereto other party theretothan Seller; (iv) the Company has notto Seller's Knowledge, and, no other party to the Knowledge lease is in material breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a material breach or default by such other party or permit termination, modification or acceleration under the lease by Seller; (v) Seller has not repudiated any provision of the Companylease, and to Seller's Knowledge, no third other party to the lease has repudiated any provision of the Leaselease; (vvi) to Seller's Knowledge, there are no disputes, oral agreements, or forbearance programs in effect as to the Leaselease; (vivii) the Lease lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HKPurchaser; and (viiviii) the Company Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens); and (viii) the Lease is fully assignable to HK without the necessity of any consent or the Company shall obtain all necessary consents prior to the Closinglease.

Leased Properties. Section 3.22 3.11.1 of the Company Disclosure Schedule sets forth a list of all of the leases leases, licenses and subleases of real property to which any Group Company is a party to or bound by ("each a “Lease” and, collectively, the “Leases"”) and each leased leased, licensed and subleased parcel of real property in which the any Group Company has a leasehold or subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "“Leased Real Property"”). Each of the Leases are in full force and effect, and the Group Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Schedule. The Company has delivered to HK true, correct, complete and accurate copies of each of the Leases. With respect to each Lease set forth listed on Section 3.22 3.11.1 of the Company Disclosure Schedule: (ia) there are no disputes, oral agreements or forbearance programs in effect as to such Lease and no Group Company has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in such Lease; (b) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge of the Company the Lease effect and will continue to be legal, valid, binding, enforceable and in full force and effect so on substantially identical terms immediately following the Closing; (iiic) neither the Company, nor, to the Knowledge of the Company, any Group Company nor any other party to the Lease, any Lease is in breach or default, and no event has occurred which, with notice or lapse of timetime or both, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party theretoor sublease; (ivd) the Company has not, and, to the Knowledge of the Company, no third party has repudiated any provision of the Lease; (v) there are no disputes, oral agreements, or forbearance programs in effect as to the Lease; (vi) the such Lease has not been amended or modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HK; (viie) neither any Group Company nor the Company Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease leasehold, license agreement or subleasehold; (except f) all buildings, improvements and other property leased, licensed or subleased thereunder are supplied with utilities and other services necessary for Permitted Liensthe operation thereof (including gas, electricity, water, telephone, sanitary and storm sewer, and access to public roads); (g) if required by applicable law or regulation, all of Leases required to be set forth on Section 3.11.1 of the Company Disclosure Schedule have been registered with the competent lease registration authority in the jurisdiction in which such Leases are entered into in accordance with applicable laws and regulations and (viiih) the Lease is fully assignable to HK without transactions contemplated by this Agreement will not require the necessity consent of any consent landlord, licensor or sublandlord or the Company shall obtain all necessary consents Seller will provide such consent prior to the Closing.

Leased Properties. Section 3.22 The attached Leases Schedule lists and ----------------- --------------- describes briefly all real property that is used or occupied by the Company in connection with its business but not owned by the Company and the leases and agreements by which such property is used and occupied. Except as otherwise described on the Leases Schedule, with respect to each such parcel of leased --------------- real property: (i) the leases and agreements described on the Leases Schedule --------------- constitute all of the Disclosure Schedule sets forth a list leases and agreements under which the Company holds any interest in any real estate used in connection with its business; (ii the Company has delivered to the Buyer and its counsel true, correct and complete copies of all of the leases and subleases agreements described on the attached Leases ------ Schedule; ("Leases") and each leased and subleased parcel of real property in which ii neither the Company has a leasehold or subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real Property"). Each of the Leases are in full force and effect, and the Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Schedule. The Company has delivered to HK true, correct, complete and accurate copies of each of the Leases. With respect to each Lease set forth on Section 3.22 of the Disclosure Schedule: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge of the Company the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company, nor, to the Knowledge of the CompanyParent's or Seller's Knowledge, any -------- other third party to the Lease, any such lease or agreement is in breach or defaultdefault thereof, and no event has occurred which, with notice or the lapse of time, or both, would constitute such a breach or default by the Company or, to Seller's or Parent's Knowledge, any such other party, or permit termination, modification or acceleration under the Lease by any other party theretothereof or thereunder; (iv) the Company has not, and, to the Knowledge of neither the Company, no nor to Seller's or Parent's Knowledge, any third party to any such lease or agreement has repudiated any provision of the Leasethereof; (v) there are no disputes, oral agreements, agreements or forbearance programs in effect as to the Leaseany such lease or agreement; (vi) the Lease no such lease or agreement has not been modified in any respect, except to the extent that such modifications are disclosed by the in documents delivered to HKthe Buyer and its counsel; (vii) the Company has not assigned, transferred, conveyed, mortgaged, deeded in created any deed of trust or encumbered any interest in any leasehold; (viii) none of the Lease buildings, improvements and other property on the leased property are in violation of any applicable zoning, building code or subdivision ordinance, regulation, order or law or restrictions or covenants of record; (except ix) all buildings, improvements and other property thereon are supplied with utilities and other services necessary for Permitted Liensthe operation thereof (including gas, electricity, water, telephone, sanitary and storm sewers); (x) there are no pending (or, to Seller's or Parent's Knowledge, threatened) condemnation proceedings or other similar administrative actions relating to such parcel; (xi) the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and the property is not located within any flood plain; (xii) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any Person the right of use or occupancy of any portion of such properties; and (viiixiii) no Person (other than the Lease Company) is fully assignable to HK without the necessity in possession of such properties. The Company does not own any consent or the Company shall obtain all necessary consents prior to the Closingreal property in fee.

Leased Properties. Section 3.22 3.20 of the Disclosure Schedule ----------------- sets forth a list of all of the leases and subleases ("Leases") and each leased and subleased parcel of real property in which the Company has a leasehold or and subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real Property"). Each of the Leases are in full force and effect, and the Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Schedule. The Company has delivered to HK true, correct, complete and accurate copies of each of the LeasesSchedule 3.20. With respect to each Lease set forth on Section 3.22 3.20 of the Disclosure Schedule: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge of the Company the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company, nor, to the Knowledge knowledge of the Company, any other party to the Lease, is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party thereto; (iv) the Company has not, and, to the Knowledge knowledge of the Company, no third party has repudiated any provision of the Lease; (v) there are no disputes, oral agreements, or forbearance programs in effect as to the Lease; (vi) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HKICS; (vii) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens); and (viii) the Lease is fully assignable to HK ICS without the necessity of any consent or the Company shall obtain all necessary consents prior to the Closing.

Leased Properties. Section 3.22 of the Disclosure Schedule The "Leased Property Schedule" attached ----------------- ------------------------ hereto sets forth a list of all of the leases and subleases ("Leases") and each ------ leased and subleased parcel of real property in which the Company has or any of it Subsidiaries have a leasehold or and subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real ----------- Property"). Each of the Leases are in full force and effect, and the Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Schedule. The Company has delivered to HK true, correct, complete and accurate copies of each of the Leases. With respect to each Lease set forth listed on Section 3.22 of the Disclosure Leased Property Schedule: -------- ------------------------ (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge of the Company the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company, Company nor any of its Subsidiaries nor, to the Knowledge best of the Company's knowledge, any other party to the Lease, Lease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party theretoLease; (iv) the Company has not, and, to the Knowledge best of the Company's knowledge, no third party to the Lease has repudiated any provision of the Leasethereof; (v) to the best of the Company's knowledge, there are no disputes, oral agreements, or forbearance programs in effect as to the Lease; (vi) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by in the documents delivered to HKLeased ------ Property Schedule; and (vii) neither the Company nor any of its Subsidiaries has not ----------------- assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens); and (viii) the Lease is fully assignable to HK without the necessity of any consent or the Company shall obtain all necessary consents prior to the ClosingLease.

Leased Properties. Section 3.22 of the Disclosure Schedule The "Leased Property Schedule" attached ----------------- ------------------------ hereto sets forth a list of all of the leases and subleases ("Leases") and each ------ leased and subleased parcel of real property in which the Company has or any of it Subsidiaries have a leasehold or and subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real ----------- Property"). Each The Company has delivered to the Lender true, correct, complete and -------- accurate copies of the Leases are in full force and effect, and the Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Leased Property Schedule. The Company has delivered to HK true, correct, complete and accurate copies of each of the Leases. With respect to each Lease set forth listed on Section 3.22 of the Disclosure Leased Property Schedule: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge of the Company the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company, Company nor any of its Subsidiaries nor, to the Knowledge best of the Company's knowledge, any other party to the Lease, Lease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party theretoLease; (iv) the Company has not, and, to the Knowledge best of the Company's knowledge, no third party to the Lease has repudiated any provision of the Leasethereof; (v) to the best of the Company's knowledge, there are no disputes, oral agreements, or forbearance programs in effect as to the Lease; (vi) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HKthe Lender; and (vii) neither the Company nor any of it Subsidiaries has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens); and (viii) the Lease is fully assignable to HK without the necessity of any consent or the Company shall obtain all necessary consents prior to the ClosingLease.

Leased Properties. Section 3.22 The attached Leases Schedule lists and describes briefly all real property that is used or occupied by the Company in connection with its business but not owned by the Company and the leases and agreements by which such property is used and occupied. Except as otherwise described on the Leases Schedule, with respect to each such parcel of leased real property: (i) the leases and agreements described on the Leases Schedule constitute all of the Disclosure Schedule sets forth a list leases and agreements under which the Company holds any interest in any real estate used in connection with its business; (ii the Company has delivered to the Buyer and its counsel true, correct and complete copies of all of the leases and subleases agreements described on the attached Leases Schedule; ("Leases") and each leased and subleased parcel of real property in which ii neither the Company has a leasehold or subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real Property"). Each of the Leases are in full force and effect, and the Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Schedule. The Company has delivered to HK true, correct, complete and accurate copies of each of the Leases. With respect to each Lease set forth on Section 3.22 of the Disclosure Schedule: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge of the Company the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company, nor, to the Knowledge of the CompanyParent’s or Seller’s Knowledge, any other third party to the Lease, any such lease or agreement is in breach or defaultdefault thereof, and no event has occurred which, with notice or the lapse of time, or both, would constitute such a breach or default by the Company or, to Seller’s or Parent’s Knowledge, any such other party, or permit termination, modification or acceleration under the Lease by any other party theretothereof or thereunder; (iv) the Company has not, and, to the Knowledge of neither the Company, no nor to Seller’s or Parent’s Knowledge, any third party to any such lease or agreement has repudiated any provision of the Leasethereof; (v) there are no disputes, oral agreements, agreements or forbearance programs in effect as to the Leaseany such lease or agreement; (vi) the Lease no such lease or agreement has not been modified in any respect, except to the extent that such modifications are disclosed by the in documents delivered to HKthe Buyer and its counsel; (vii) the Company has not assigned, transferred, conveyed, mortgaged, deeded in created any deed of trust or encumbered any interest in any leasehold; (viii) none of the Lease buildings, improvements and other property on the leased property are in violation of any applicable zoning, building code or subdivision ordinance, regulation, order or law or restrictions or covenants of record; (except ix) all buildings, improvements and other property thereon are supplied with utilities and other services necessary for Permitted Liensthe operation thereof (including gas, electricity, water, telephone, sanitary and storm sewers); (x) there are no pending (or, to Seller’s or Parent’s Knowledge, threatened) condemnation proceedings or other similar administrative actions relating to such parcel; (xi) the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and the property is not located within any flood plain; (xii) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any Person the right of use or occupancy of any portion of such properties; and (viiixiii) no Person (other than the Lease Company) is fully assignable to HK without the necessity in possession of such properties. The Company does not own any consent or the Company shall obtain all necessary consents prior to the Closingreal property in fee.

Leased Properties. Section 3.22 of the Disclosure Schedule 4.8 sets forth a list of all of the leases and subleases ("Leases") and each leased and subleased parcel of real property in which the Company Seller has a leasehold or and subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real Property"). Each of the Leases are is in full force and effect, effect and the Company holds Seller has a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure ScheduleLeases. The Company Seller has delivered to HK true, correct, Buyer complete and accurate copies of each of the LeasesLeases described in the Schedule 4.8. With respect to each Lease set forth listed on Section 3.22 of the Disclosure ScheduleSchedule 4.8: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge of the Company the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company, Seller nor, to the Knowledge knowledge of Seller and the CompanyStockholders, any other party to the Lease, Lease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party theretoLease; (iv) the Company has not, and, no party to the Knowledge of the Company, no third party Lease has repudiated in writing any provision of the Leasethereof; (v) there are no disputes, oral agreements, or forbearance programs in effect as to the Lease; (vi) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HKBuyer; (vii) the Company Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens)Lease; and (viii) the Lease is fully assignable to HK Buyer without the necessity of any consent or the Company Seller shall obtain all necessary consents prior to the Closing.

Leased Properties. Section 3.22 of the Disclosure Schedule The "Leased Property Schedule" attached ----------------- ------------------------ hereto sets forth a list of all of the leases and subleases ("Leases") and each ------ leased and subleased parcel of real property in which the Company has or any of it Subsidiaries have a leasehold or and subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real ----------- Property"). Each of the Leases are in full force and effect, and the Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Schedule. The Company has delivered to HK true, correct, complete and accurate copies of each of the Leases. With respect to each Lease set forth listed on Section 3.22 of the Disclosure Leased Property Schedule: -------- ------------------------ (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge of the Company the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company, Company nor any of its Subsidiaries nor, to the Knowledge best of the Company's knowledge, any other party to the Lease, Lease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party theretoLease; (iv) the Company has not, and, to the Knowledge best of the Company's knowledge, no third party to the Lease has repudiated any provision of the Leasethereof; (v) to the best of the Company's knowledge, there are no disputes, oral agreements, or forbearance programs in effect as to the Lease; (vi) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HKthe Lenders; and (vii) neither the Company nor any of it Subsidiaries has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens); and (viii) the Lease is fully assignable to HK without the necessity of any consent or the Company shall obtain all necessary consents prior to the ClosingLease.

Leased Properties. Section 3.22 of the Disclosure Schedule The "Leases Schedule" sets forth a list of all of the written leases and subleases subleases, and a description of all oral arrangements with respect to real property, related to the Business (the "Leases") and each leased and subleased parcel of real property related to the Business in which the Company Seller or any of its Subsidiaries has a leasehold or subleasehold interest (including, without limitation, any month to month or to which the Company is a party either as landlord or sublandlord other oral lease arrangements) (the "Leased Real Property"). Each of the Leases are is in full force and effect, effect and the Company Seller or one of its Subsidiaries holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure ScheduleLeases. The Company Seller has delivered to HK the Purchaser true, correct, complete and accurate copies of each of the Leaseswritten Leases described in the Leases Schedule. With respect to each Lease set forth listed on Section 3.22 of the Disclosure Leases Schedule: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge of the Company the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company, Seller nor, to the Knowledge knowledge of the CompanySeller or the Stockholder, any other party to the Lease, Lease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party theretoLease; (iv) the Company has not, and, no party to the Knowledge of the Company, no third party Lease has repudiated any provision of the Leasethereof; (v) there are no disputes, oral agreements, disputes or forbearance programs in effect as to the Lease; (vi) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HKthe Purchaser; and (vii) neither the Company Seller nor any of its Subsidiaries has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens); and (viii) the Lease is fully assignable to HK without the necessity of any consent or the Company shall obtain all necessary consents prior to the ClosingLease.

Leased Properties. Section 3.22 of the Disclosure Schedule The "Leased Property Schedule" attached hereto sets forth a list of all of the leases and subleases ("Leases") and each leased and subleased parcel of real property in which the Company has or any of it Subsidiaries have a leasehold or and subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real Property"). Each of the Leases are in full force and effect, and the Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Schedule. The Company has delivered to HK the Purchaser true, correct, complete and accurate copies of each of the LeasesLeases described in the Leased Property Schedule. With respect to each Lease set forth listed on Section 3.22 of the Disclosure Leased Property Schedule: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge of the Company the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company, Company nor any of its Subsidiaries nor, to the Knowledge best of the Company's knowledge, any other party to the Lease, Lease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party theretoLease; (iv) the Company has not, and, to the Knowledge best of the Company's knowledge, no third party to the Lease has repudiated any provision of the Leasethereof; (v) to the best of the Company's knowledge, there are no disputes, oral agreements, or forbearance programs in effect as to the Lease; (vi) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HKthe Purchaser; and (vii) neither the Company nor any of its Subsidiaries has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens); and (viii) the Lease is fully assignable to HK without the necessity of any consent or the Company shall obtain all necessary consents prior to the ClosingLease.

Leased Properties. Section 3.22 of the Disclosure Schedule The "Leases Schedule" sets forth a list of all ----------------- --------------- of the leases and subleases (the "Leases") and each leased and subleased parcel ------ of real property in which the Company has a leasehold or and subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real Property"). Each of the Leases are is in full force and effect, effect -------------------- and the Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure ScheduleLeases. The Company has delivered to HK the Purchaser true, correct, complete and accurate copies of each of the LeasesLeases described in the Leases Schedule. With respect to each Lease set forth listed on Section 3.22 of the Disclosure Leases Schedule: (i) --------------- --------------- the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge of the Company the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company, Company nor, to the Knowledge knowledge of the CompanyCompany or any Seller, any other party to the Lease, Lease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party theretoLease; (iv) the Company has not, and, no party to the Knowledge of the Company, no third party Lease has repudiated any provision of the Leasethereof; (v) there are no disputes, oral agreements, or forbearance programs in effect as to the Lease; (vi) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HKthe Purchaser; and (vii) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens); and (viii) the Lease is fully assignable to HK without the necessity of any consent or the Company shall obtain all necessary consents prior to the ClosingLease.

Leased Properties. Section 3.22 of the Disclosure Schedule The "Leased Property Schedule" attached ----------------- ------------------------ hereto sets forth a list of all of the leases and subleases ("Leases") and each ------ leased and subleased parcel of real property in which the Company has or any of it Subsidiaries have a leasehold or and subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real ----------- Property"). Each of the Leases are in full force and effect, and the Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Schedule. The Company has delivered to HK the Purchaser true, correct, complete -------- and accurate copies of each of the LeasesLeases described in the Leased Property Schedule. With respect to each Lease set forth listed on Section 3.22 of the Disclosure Leased Property Schedule: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge of the Company the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company, Company nor any of its Subsidiaries nor, to the Knowledge best of the Company's knowledge, any other party to the Lease, Lease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party theretoLease; (iv) the Company has not, and, to the Knowledge best of the Company's knowledge, no third party to the Lease has repudiated any provision of the Leasethereof; (v) to the best of the Company's knowledge, there are no disputes, oral agreements, or forbearance programs in effect as to the Lease; (vi) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HKthe Purchaser; and (vii) neither the Company nor any of its Subsidiaries has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens); and (viii) the Lease is fully assignable to HK without the necessity of any consent or the Company shall obtain all necessary consents prior to the ClosingLease.

Leased Properties. Section 3.22 of the Disclosure Schedule 7.8B sets forth the address and a list of all of leases, subleases, licenses, concessions and other agreements (written or oral) (collectively, the leases and subleases ("Leases") and each leased and subleased parcel of real property in which the Company has a leasehold or subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "for all Leased Real Property"). Each of the Leases are in full force and effect, and the Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Schedule. The Company has delivered furnished to HK the Parent true, correct, correct and complete and accurate copies of each written Lease (including all amendments, extensions, renewals, guaranties and other documents with respect thereto), and in the case of any oral Leases a written summary of the Leasesbasic terms thereof. With respect to each Lease set forth on Section 3.22 of the Disclosure ScheduleLease: (i) the such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) subject to obtaining any Consent described on Schedule 7.4, the Knowledge consummation of the Company the Closing Transactions will not cause a breach or default under such Lease will continue or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical substantially the same terms following the Closingas are presently in effect; (iii) neither the Company, nor, to the Knowledge of the Company, any other party to the Lease, Company is not in breach or defaultdefault in any material respect under, and no event has occurred which, with notice or and/or lapse of time, would constitute such a breach or default by of the Company or permit lessor's unilateral termination, modification or acceleration under the Lease by any other party theretoof, such Lease; (iv) to the Company's Knowledge, no other party to such Lease is in breach or default in any material respect under such Lease, and no event has occurred which, with notice and/or lapse of time, would constitute such a breach or default or permit the Company's unilateral termination, modification or acceleration of such Lease; (v) the Company has not, not (and, to the Knowledge of the Company's Knowledge, no third other party has to such Lease has) repudiated any provision of the Leasethereof; (vvi) there are no disputes, oral agreements, or forbearance programs forbearances in effect as to the such Lease; (vivii) the such Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HKAcquisition; and (viiviii) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered caused any Lien (other than any Permitted Lien) to exist with respect to any interest of the Company in the Lease (such Lease, except for Permitted Liens); and (viii) such Liens which shall be satisfied or released on or before the Lease is fully assignable to HK without the necessity of any consent or the Company shall obtain all necessary consents prior to the ClosingClosing Date.