Common use of Leased Properties Clause in Contracts

Leased Properties. (i) The Cosi Disclosure Letter sets forth a true, correct and complete list of all leases, subleases, sub-subleases, licenses, revocable use permits and other agreements (collectively, the "Cosi Real Property Leases") under which Cosi uses or occupies any real property, together with the date of and parties to each Cosi Real Property Lease and the effective and expiration dates of and parties to each lease (a "Cosi Overlease") under which such real property has been subleased or sub-sxxxxxxxx to Cosi. (The buildings, structures and other material improvements covered by the Cosi Real Property Leases are defined as the "Cosi Improvements" and the Cosi Improvements together with the land covered by such leases are defined as the "Cosi Leased Real Property"). Cosi has heretofore made available to Xando and its counsel true, correct and complete copies of all Cosi Real Property Leases (including all modifications thereof and all amendments and supplements thereto), and promptly after the execution hereof, Cosi shall have delivered to counsel for Xando such copies of the Cosi Real Property Leases. No written notice of default or termination is outstanding with respect to any Cosi Real Property Lease, and all rent and other sums and charges due and payable by Cosi under each Cosi Real Property Lease are current. Each Cosi Real Property Lease is valid, binding and in full force and effect and with respect to each Cosi Real Property Lease, neither the landlord nor Cosi is in default in its obligations, and no event has occurred nor does any condition exist which, with the giving of notice or the lapse of time or both, would constitute a default under any Cosi Real Property Lease. Cosi holds the leasehold estate under and interest in each Cosi Real Property Lease free and clear of all Encumbrances except (1) Encumbrances listed in the Cosi Disclosure Letter with respect to which, to Cosi's knowledge, no default (or event that, with the giving of notice or lapse of time or both, would constitute a default) exists, (2) Encumbrances securing taxes, assessments, governmental charges or levies, or the claims of materialmen, carriers, landlords and like persons, all of which are not yet due and payable, (3) restrictions on use contained in Cosi Real Property Leases that do not restrict the property subject thereto from being used as such property is currently used or (4) imperfections of title and other Encumbrances that do not materially detract from the value or impair the use of the assets subject thereto or impair the operations of Cosi (collectively, the Encumbrances described in clauses (1), (2), (3) and (4) shall be referred to as "Cosi Permitted Encumbrances"). Neither Cosi nor any holder of more than 10% of the Cosi Common Stock has any material ownership, financial or other interest in the landlord or the overtenant, as applicable, under any Real Property Lease. To Cosi's knowledge, none of the Cosi Real Property Leases is in material violation of any terms, covenants or conditions of any applicable Cosi Overlease or any encumbrance upon such Cosi Real Property Lease. (ii) Cosi is not aware of any fact or circumstance that would prevent any landlord under any of the Cosi Real Property Leases from granting any consents, waivers, approvals, releases or authorizations required to be sought by Cosi pursuant to Section 5.1(d) hereof.

Leased Properties. (ia) The Cosi Disclosure Letter sets forth a true, correct and complete list of all leases, subleases, sub-subleases, licenses, revocable use permits and other agreements (collectively, the "Cosi Real Property Leases") under which Cosi uses or occupies Waters does not formally lease any real property, together but Waters uses with permission of Seller the Leased Property and Waters’ books and records reflect that Waters bears the full cost of the lease respecting the Leased Property with the date same effect as if Waters was the lessee of the Leased Property. (b) The Leased Property constitutes all the real estate necessary for the operation of Waters’ business as presently conducted; provided, however, that Buyer understands that certain administrative functions are provided by Seller from Seller’s principal executive office. Seller has a valid leasehold interest in the Leased Property. A true, complete and parties to each Cosi Real Property Lease and correct copy of the effective and expiration dates of and parties to each lease (a "Cosi Overlease") under which such real property has been subleased or sub-sxxxxxxxx to Cosi. (The buildings, structures and other material improvements covered agreement currently understood by the Cosi Real Property Leases are defined as the "Cosi Improvements" landlord, Seller and the Cosi Improvements together with the land covered by such leases are defined as the "Cosi Leased Real Property"). Cosi has heretofore made available Waters to Xando and its counsel true, correct and complete copies of all Cosi Real Property Leases (including all modifications thereof and all amendments and supplements thereto), and promptly after the execution hereof, Cosi shall have delivered to counsel for Xando such copies of the Cosi Real Property Leases. No written notice of default or termination is outstanding be in effect with respect to any Cosi Real the Leased Property Lease, and all rent and other sums and charges due and payable by Cosi under each Cosi Real has been delivered to Buyer. The lease with respect to the Leased Property Lease are current. Each Cosi Real Property Lease is valid, binding and in full force and effect and is valid and enforceable in accordance with its terms against the parties thereto, except as enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer or other similar laws affecting the enforcement of creditors’ rights in general or by general principles of equity. All payment for rent and additional rent due under such lease has been duly and timely paid in accordance with the terms of such lease and all other material obligations of Seller thereunder have been satisfied in accordance with the terms thereof. Neither Seller or Waters is in default with respect to each Cosi Real Property Leaseany material term or condition of such lease, neither nor, to the landlord nor Cosi is in default in its obligationsknowledge of Seller, and no has any event has occurred nor does any condition exist which, with which through the passage of time or the giving of notice or the lapse of time notice, or both, would constitute a default under thereunder by Seller or Waters or would cause the acceleration of any Cosi Real Property Lease. Cosi holds the leasehold estate under and interest in each Cosi Real Property Lease free and clear obligation of all Encumbrances except (1) Encumbrances listed in the Cosi Disclosure Letter Seller or Waters with respect to whichthe Leased Property, affect or result in the questioning of the rights of Seller or Waters to the continued possession of the Leased Property or create a lien or encumbrance upon Seller’s and/or Waters’ leasehold interest in the Leased Property. Seller shall cooperate with Buyer to (i) obtain from the Leased Property’s landlord consent to the assignment of the lease to Buyer or (ii) consent to a sublease of the Leased Property from Seller to Buyer. (c) Neither Seller or Waters has received any written notice that Seller or Waters is in violation of any building code, zoning ordinance or similar law or regulation applicable to the Leased Property, and, to Cosi's the knowledge of Seller, there is no present plan, study or effort by any governmental authority or agency or any private party or entity which in any way affects or would affect the continuation of Waters’ current use of and activities on the Leased Property. (d) The Leased Property is in good condition, ordinary wear and tear excepted, and has been maintained by Seller or Waters materially in accordance with the terms and conditions of the lease therefor. To Seller’s knowledge, no default (repair, whether structural or event thatother, with the giving of notice or lapse of time or both, would constitute a default) exists, (2) Encumbrances securing taxes, assessments, governmental charges or levies, or the claims of materialmen, carriers, landlords and like persons, all of which are not yet due and payable, (3) restrictions on use contained in Cosi Real Property Leases that do not restrict the property subject thereto from being used as such property is currently used or (4) imperfections of title and other Encumbrances that do not materially detract from the value or impair the use of the assets subject thereto or impair the operations of Cosi (collectively, the Encumbrances described in clauses (1), (2), (3) and (4) shall needs to be referred performed to as "Cosi Permitted Encumbrances"). Neither Cosi nor any holder of more than 10% of the Cosi Common Stock has any material ownership, financial or other interest permit Waters lawfully to conduct its business in the landlord or the overtenant, as applicable, under any Real Property Lease. To Cosi's knowledge, none of the Cosi Real Property Leases is in material violation of any terms, covenants or conditions of any applicable Cosi Overlease or any encumbrance upon such Cosi Real Property LeaseLeased Property. (ii) Cosi is not aware of any fact or circumstance that would prevent any landlord under any of the Cosi Real Property Leases from granting any consents, waivers, approvals, releases or authorizations required to be sought by Cosi pursuant to Section 5.1(d) hereof.

Leased Properties. (ia) The Cosi Section 4.13 of the Disclosure Letter sets forth a 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, correct accurate and complete in all material respects. (b) The Leased Properties comprise all the land and premises rented, occupied or otherwise used by the Group Companies or in which any Group Company has any right or interest. (c) A list of all leases, subleases, sub-subleases, licenses, revocable use permits tenancy agreements or leases entered into by the Group Companies and other agreements (collectively, relevant information in respect of the "Cosi Real Property Leases") under which Cosi uses or occupies any real property, together with Leased Properties has been disclosed to the date Investor in Section 4.13 of and parties to each Cosi Real Property Lease the Disclosure Letter and the effective information set out therein is true, accurate and expiration dates complete in all material respects. (d) The Group Companies have paid the rent, rates and all other charges for which a tenant is responsible under the tenancy agreements or leases of the Leased Properties up to the last payment date and parties to each lease (a "Cosi Overlease") under which such real property has been subleased or sub-sxxxxxxxx to Cosi. (The buildings, structures have observed and other material improvements covered by performed the Cosi Real Property Leases are defined as covenants on the "Cosi Improvements" part of the tenant and the Cosi Improvements together with conditions contained in the land covered by tenancy agreements or leases and all such tenancies or leases are defined as the "Cosi Leased Real Property"). Cosi has heretofore made available to Xando and its counsel true, correct and complete copies of all Cosi Real Property Leases (including all modifications thereof and all amendments and supplements thereto), and promptly after the execution hereof, Cosi shall have delivered to counsel for Xando such copies of the Cosi Real Property Leases. No written notice of default or termination is outstanding with respect to any Cosi Real Property Lease, and all rent and other sums and charges due and payable by Cosi under each Cosi Real Property Lease are current. Each Cosi Real Property Lease is 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 unusual or onerous provision or any right for the lessor or landlord to terminate the lease prior to the expiry of its terms 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 with respect the relevant Group Company, being the lessee, has satisfactory evidence of the lessor’s or landlord’s title to each Cosi Real Property Lease, neither the landlord nor Cosi is in default in its obligations, and no event has occurred nor does any condition exist which, with the giving of notice grant such lease or the lapse of time or both, would constitute a default under any Cosi Real Property Lease. Cosi holds the leasehold estate under and interest in each Cosi Real Property Lease free and clear of all Encumbrances except tenancy agreement. (1g) Encumbrances listed For Leased Properties in the Cosi Disclosure Letter PRC, all registration or filing requirements have been complied with respect to which, to Cosi's knowledge, no default 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 event that, with the giving of notice or lapse of time or both, would constitute a default) exists, (2) Encumbrances securing taxes, assessments, governmental charges or leviestenancy agreement, or the claims of materialmenin any license, carriers, landlords and like persons, all of which are not yet due and payable, (3) restrictions on use contained in Cosi Real Property Leases that do not restrict the property subject thereto from being used as such property is currently used or (4) imperfections of title and other Encumbrances that do not materially detract from the value or impair the use of the assets subject thereto or impair the operations of Cosi (collectively, the Encumbrances described in clauses (1), (2), (3) and (4) shall be referred to as "Cosi Permitted Encumbrances"). Neither Cosi nor any holder of more than 10% of the Cosi Common Stock has any material ownership, financial consent or other interest in document entered into supplementing to the lease or tenancy agreement, whether on the part of the landlord or the overtenanttenant, as applicable, under any Real Property Lease. To Cosi's knowledge, none of have been observed and performed to date and no material breaches have been waived or acquiesced in and the Cosi Real Property Leases lease is valid and in material violation of any terms, covenants or conditions of any applicable Cosi Overlease or any encumbrance upon such Cosi Real Property Leasefull force. (iii) Cosi is not aware All permits, licenses, consents and approvals required from any Governmental Authorities, landlords, superior landlords and mortgages (where necessary) in respect of any fact or circumstance that would prevent any landlord under any of the Cosi Real Property Leases from granting tenancies or leases of the Leased Properties have been obtained and the covenants on the part of the landlord and/or the tenant contained in such permits, licenses, consents and approvals have been duly performed and observed. (j) The use, development, construction and operation of the Leased Properties has been and is in full compliance with the applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules or timetables imposed or required by any consents, waivers, approvals, releases Governmental Authority or authorizations required Applicable Law and the applicable land grant contract in relation to be sought such Leased Properties. (k) No notice affecting any of the Leased Properties or other use has been given or served by Cosi pursuant any Governmental Authority or any other authority or Person or body and there are no circumstances that are likely to Section 5.1(dresult in the forfeiture or any of the tenancies or leases in respect of the Leased Properties. (l) hereofNo rent is currently under review or in dispute.

Leased Properties. (i) The Cosi Disclosure Letter sets forth Data Room Information contains a true, correct and complete list of premises leased with current rentals with base terms of each real property lease including all leases, subleases, sub-subleases, licenses, revocable use permits amendments and modifications thereto and any other agreements agreement (collectively, written or oral) that affects the "Cosi Real Property Leases") under rights of the parties thereto to which Cosi uses the Company or occupies any real property, together with the date one of and parties to each Cosi Real Property Lease and the effective and expiration dates of and parties to each lease its Subsidiaries is a party (a "Cosi Overlease") under which such real property has been subleased or sub-sxxxxxxxx to Cosi. (The buildings, structures and other material improvements covered by the Cosi Real Property Leases are defined as the "Cosi Improvements" and the Cosi Improvements together with the land covered by such leases are defined as the "Cosi Leased Real Property"“Lease”). Cosi has heretofore made available to Xando and its counsel true, correct True and complete copies of all Cosi Real Property a random sample of 45 Leases (including all modifications thereof and all amendments and supplements thereto), and promptly after the execution hereof, Cosi shall have delivered been provided to counsel for Xando such copies of the Cosi Real Property LeasesOfferor. No written notice of default or termination Each Lease has been validly executed and delivered, is outstanding with respect to any Cosi Real Property Leaseenforceable against the other parties thereto, and all rent is unmodified and other sums and charges due and payable by Cosi under each Cosi Real Property Lease are current. Each Cosi Real Property Lease is valid, binding and in full force and effect and effect. Each Lease represents the entire agreement between the landlord and, in the case of those Leases where the Company or one of its Subsidiaries is the landlord, the tenant in respect of the leased premises and, in the case of those Leases where the Company or one of its Subsidiaries is the landlord, the tenant has no charge, Encumbrance or right of set-off (subject to applicable law) in respect of, or credit or right to a credit in respect of, the rents payable thereunder. Except as disclosed in the Company Disclosure Letter with respect to each Cosi Real Property Lease, neither the Company or its Subsidiary has taken possession of the leased premises and all material improvements to the leased premises that are the landlord’s responsibility have been completed. Except as disclosed in the Company Disclosure Letter, the Company is not in default of any of its material obligations under any Lease and there are no material outstanding disputes between the Company and the landlord in respect of any Lease. There are no material unpaid allowances, incentives, inducements or other moneys or benefits (including free rent) owing or which may become owing by the landlord to the Company at any time under the Lease, except as expressly disclosed in the Company Disclosure Letter. The Company has received no notice as of the date hereof from any Governmental Entity of any expropriation proceedings relating to any of the Company’s properties nor Cosi is any portion thereof or a proposal to expropriate or a threatened or pending expropriation in respect of any of the Company’s properties nor any part thereof. Neither the Company, any Subsidiary of the Company nor any party leasing real property for the benefit of the Company or any Subsidiary of the Company has violated any of the terms and conditions under any such Lease in any material respect, and, to the knowledge of the Company, all of the covenants to be performed by any other party under any such Lease have been fully performed. There exists no default in its obligationsor event, and no event has occurred nor does any occurrence, condition exist or act which, with the giving of notice or the lapse of time or both, would constitute become a default under such Lease which would give the lessor the right to terminate the Lease, charge any Cosi Real Property increased rent or require any penalty or similar payment, subject to all rights to cure under such Lease. Cosi holds the leasehold estate under and interest in each Cosi Real Property Lease free and clear of all Encumbrances except (1) Encumbrances listed in the Cosi Disclosure Letter with respect to whichNo condemnation proceeding or other litigation is pending or, to Cosi's knowledgethe knowledge of the Company, no default (or event that, with the giving of notice or lapse of time or both, threatened which would constitute a default) exists, (2) Encumbrances securing taxes, assessments, governmental charges or levies, or the claims of materialmen, carriers, landlords and like persons, all of which are not yet due and payable, (3) restrictions on use contained in Cosi Real Property Leases that do not restrict the property subject thereto from being used as such property is currently used or (4) imperfections of title and other Encumbrances that do not materially detract from the value preclude or impair the use of any such real property by the assets subject thereto Company and its Subsidiaries for the purposes for which it is currently used or impair the operations of Cosi (collectively, the Encumbrances described in clauses (1), (2), (3) and (4) shall be referred to as "Cosi Permitted Encumbrances"). Neither Cosi nor any holder of more than 10% of the Cosi Common Stock has any material ownership, financial or other interest in the landlord or the overtenant, as applicable, under any Real Property Lease. To Cosi's knowledge, none of the Cosi Real Property Leases is in material violation of any terms, covenants or conditions of any applicable Cosi Overlease or any encumbrance upon such Cosi Real Property Lease. (ii) Cosi is not aware of any fact or circumstance that would prevent any landlord under any of the Cosi Real Property Leases from granting any consents, waivers, approvals, releases or authorizations required proposed to be sought by Cosi pursuant to Section 5.1(d) hereofused.

Leased Properties. (i) The Cosi Disclosure Letter attached LEASED REAL PROPERTY SCHEDULE sets forth a true, correct and complete list of all leases, subleases, sub-subleases, licenses, revocable use permits of the leases and other agreements subleases (collectively, "LEASES") and each leased and subleased parcel of real property in which the Company and its Subsidiaries have a leasehold and subleasehold interest (the "Cosi Real Property LEASED REAL PROPERTY"). The Company and its Subsidiaries hold a valid and existing leasehold or subleasehold interest under each of the Leases") under which Cosi uses or occupies any real property, together with the date of and parties . With respect to each Cosi Real Property Lease listed on the LEASED REAL PROPERTY SCHEDULE, there are no disputes, oral agreements, or forbearance programs in effect as to such Lease and the effective Company and expiration dates of and parties its Subsidiaries have not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in such Lease. With respect to each lease and sublease listed on the LEASED REAL PROPERTY SCHEDULE: (a "Cosi Overlease"a) under which such real property has been subleased the lease or sub-sxxxxxxxx to Cosi. (The buildingssublease is legal, structures and other material improvements covered by the Cosi Real Property Leases are defined as the "Cosi Improvements" and the Cosi Improvements together with the land covered by such leases are defined as the "Cosi Leased Real Property"). Cosi has heretofore made available to Xando and its counsel true, correct and complete copies of all Cosi Real Property Leases (including all modifications thereof and all amendments and supplements thereto), and promptly after the execution hereof, Cosi shall have delivered to counsel for Xando such copies of the Cosi Real Property Leases. No written notice of default or termination is outstanding with respect to any Cosi Real Property Lease, and all rent and other sums and charges due and payable by Cosi under each Cosi Real Property Lease are current. Each Cosi Real Property Lease is valid, binding binding, enforceable and in full force and effect and with respect will continue to each Cosi Real Property Lease, be so on identical terms immediately following the Closing; (b) neither the landlord Company and its Subsidiaries nor Cosi any other party to the lease or sublease is in default in its obligationsmaterial breach or default, and no event has occurred nor does any condition exist which, with the giving notice of notice or the lapse of time or bothtime, would constitute such a material breach or default or permit termination, modification or acceleration under the lease or sublease; (c) neither the Company and its Subsidiaries nor any Cosi Real Property Lease. Cosi holds Seller has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold estate under or subleasehold; (d) all buildings, improvements or other property leased or subleased thereunder are supplied with utilities and interest in each Cosi Real Property Lease free other services necessary for the operation thereof (including gas, electricity, water, telephone, sanitary and clear of all Encumbrances except storm sewer, and access to public roads); and (1e) Encumbrances listed in the Cosi Disclosure Letter with respect to whicheach sublease, to Cosi's knowledge, no default (or event that, with the giving of notice or lapse of time or both, would constitute a default) exists, (2) Encumbrances securing taxes, assessments, governmental charges or levies, or the claims of materialmen, carriers, landlords and like persons, all of which are not yet due and payable, (3) restrictions on use contained in Cosi Real Property Leases that do not restrict the property subject thereto from being used as such property is currently used or (4) imperfections of title and other Encumbrances that do not materially detract from the value or impair the use Knowledge of the assets subject thereto or impair Company the operations of Cosi representations and warranties set forth in subparagraphs (collectively, a) through (d) above are true and correct with respect to the Encumbrances described in clauses (1), (2), (3) and (4) shall be referred to as "Cosi Permitted Encumbrances"). Neither Cosi nor any holder of more than 10% of the Cosi Common Stock has any material ownership, financial or other interest in the landlord or the overtenant, as applicable, under any Real Property Lease. To Cosi's knowledge, none of the Cosi Real Property Leases is in material violation of any terms, covenants or conditions of any applicable Cosi Overlease or any encumbrance upon such Cosi Real Property Leaseunderlying lease. (ii) Cosi is not aware of any fact or circumstance that would prevent any landlord under any of the Cosi Real Property Leases from granting any consents, waivers, approvals, releases or authorizations required to be sought by Cosi pursuant to Section 5.1(d) hereof.

Leased Properties. (i) The Cosi Disclosure Letter Leased Real Property Schedule sets forth a true, correct ----------------- ----------------------------- true and complete list of all leasesof the Leased Plant Leases. Seller holds a valid and existing leasehold or subleasehold interest under each of the Leased Plant Leases assuming due authorization, subleasesexecution and delivery thereof by the other parties thereto. Seller has delivered to Buyer true, sub-subleasescorrect, licensescomplete and accurate copies of each of the Leased Plant Leases described in Leased Real ----------- Property Schedule. With respect to each Leased Plant Lease, revocable use permits and other agreements (collectively, except as disclosed ----------------- on the "Cosi Leased Real Property Leases"Schedule: (i) under which Cosi uses or occupies any real propertyassuming due authorization, together with the date of execution ----------------------------- and parties to each Cosi Real Property Lease and the effective and expiration dates of and parties to each lease (a "Cosi Overlease") under which such real property has been subleased or sub-sxxxxxxxx to Cosi. (The buildings, structures and other material improvements covered delivery thereof by the Cosi Real Property Leases are defined as the "Cosi Improvements" and the Cosi Improvements together with the land covered by such leases are defined as the "Cosi other parties thereto, each Leased Real Property"). Cosi has heretofore made available to Xando and its counsel true, correct and complete copies of all Cosi Real Property Leases (including all modifications thereof and all amendments and supplements thereto), and promptly after the execution hereof, Cosi shall have delivered to counsel for Xando such copies of the Cosi Real Property Leases. No written notice of default or termination is outstanding with respect to any Cosi Real Property Lease, and all rent and other sums and charges due and payable by Cosi under each Cosi Real Property Lease are current. Each Cosi Real Property Plant Lease is legal, valid, binding binding, enforceable and in full force and effect , except as may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect that affect the enforcement of creditors' rights generally, by equitable limitations on the availability of specific remedies and with respect by principles of equity; (ii) subject to each Cosi Real Property Leaseobtaining any required landlord's consent, no Leased Plant Lease will cease to be legal, valid, binding, enforceable or in full force and effect on identical terms as a result of the Closing; (iii) except as set forth on the Estoppel and Consent Agreements, neither Seller nor any other party to the landlord nor Cosi Leased Plant Lease is in default in its obligationsbreach or default, and no event has occurred nor does any condition exist which, with the giving of notice or the lapse of time or both, would constitute a default under any Cosi Real Property Lease. Cosi holds the leasehold estate under and interest in each Cosi Real Property Lease free and clear of all Encumbrances except (1) Encumbrances listed in the Cosi Disclosure Letter with respect to which, to Cosi's knowledge, no default (or event that, with the giving of notice or lapse of time or bothtime, would constitute such a defaultbreach or default or permit termination, modification or acceleration under the Leased Plant Lease; (iv) existsno party to the Leased Plant Lease has repudiated any provision thereof; (v) there are no disputes, no oral agreements, and no forbearance programs in effect as to the Leased Plant Lease; (2vi) Encumbrances securing taxesthe Leased Plant Lease has not been modified in any respect, assessments, governmental charges except to the extent that such modifications are disclosed by the documents delivered to Buyer or levies, or disclosed in the claims of materialmen, carriers, landlords and like persons, all of which are not yet due and payable, (3) restrictions on use contained in Cosi Real Leased Property Leases that do not restrict the property subject thereto from being used as such property is currently used or (4) imperfections of title and other Encumbrances that do not materially detract from the value or impair the use of the assets subject thereto or impair the operations of Cosi (collectively, the Encumbrances described in clauses (1), (2), (3) Schedule; and (4vii) shall be referred to as "Cosi Permitted Encumbrances"). Neither Cosi nor Seller has not assigned, ------------------------ transferred, conveyed, mortgaged, deeded in trust or encumbered any holder of more than 10% of the Cosi Common Stock has any material ownership, financial or other interest in the landlord or the overtenant, as applicable, under any Real Property Lease. To Cosi's knowledge, none of the Cosi Real Property Leases is in material violation of any terms, covenants or conditions of any applicable Cosi Overlease or any encumbrance upon such Cosi Real Property Leased Plant Lease. (ii) Cosi is not aware of any fact or circumstance that would prevent any landlord under any of the Cosi Real Property Leases from granting any consents, waivers, approvals, releases or authorizations required to be sought by Cosi pursuant to Section 5.1(d) hereof.