Common use of Leased Real Property Clause in Contracts

Leased Real Property. Schedule 6.7(a) sets forth a true and complete description of all Leased Real Property of the Checksmart Parties. To the Knowledge of the Buyer, the applicable Checksmart Party has a valid and subsisting leasehold estate in such Leased Real Property. To the Knowledge of the Buyer, a true and correct copy of each Real Property Lease with respect to such Leased Real Property has been made available to the Seller Representative, and no material changes have been made to any Real Property Leases since the date provided. All of the Leased Real Property is used or occupied by the applicable Checksmart Party pursuant to a Real Property Lease. To the Knowledge of the Buyer, with respect to each Real Property Lease: (i) such Real Property Lease is a valid, binding and enforceable obligation of the applicable Checksmart Party in accordance with its terms, subject to the General Enforceability Exceptions, and is in full force and effect, (ii) all rents, deposits and additional rents due pursuant to such Real Property Lease have been paid in full and no security deposit or portion thereof has been applied in respect of a material breach or material default under such Real Property Lease that has not been redeposited in full, (iii) there is no existing material breach or material default by the applicable Checksmart Party, or the lessor, under any such Real Property Lease, and no event has occurred that (with notice, lapse of time or both) would reasonably be expected to constitute such a material breach or material default under any such Real Property Lease by the applicable Checksmart Party or give the applicable Checksmart Party or the lessor thereunder the right to terminate, accelerate or modify in any material respect any such Real Property Lease, and (iv) no Checksmart Party has received any notice that it is in material default under any such Real Property Lease which has not been cured in all material respects (it being understood that no representation or warranty is given hereby as to any notices required to be given or consents required to be obtained under any such Real Property Lease in connection with the transactions contemplated hereby). Except as disclosed on Schedule 6.7(a), no Affiliate of the Checksmart Parties is the owner or lessor of any Leased Real Property. The Leased Real Property is in good condition and repair (subject to normal wear and tear). To the Knowledge of the Buyer, no Checksmart Party has subleased, licensed or otherwise granted any Person the right to use or occupy any of the Leased Real Property. No Checksmart Party owns any interest in any real property.

Leased Real Property. Schedule 6.7(a(i) Section 4.18(b)(i) of the Disclosure Schedules sets forth a true complete and complete accurate list and description of all parcels of Real Property leased, subleased, licensed, used or otherwise occupied by Seller and used in, held for use in or necessary for the operation of the Business (together with all fixtures and improvements thereon, the “Leased Real Property”), including the names of the lessor and lessee, the date of the applicable Lease, the dates of any amendments thereto and the address of each parcel of Leased Real Property. Seller is the owner and holder of a valid leasehold interest in each such Leased Real Property and has the right to occupy and use each such Leased Real Property in accordance with the terms of the Checksmart Partiesapplicable lease. To the Knowledge Seller has made available to Buyer a true, correct and complete copy of the Buyer, the applicable Checksmart Party has a valid and subsisting leasehold estate in each Lease with respect to each such Leased Real Property. To the Knowledge of the Buyer, a true and correct copy of each Real Property Lease with respect to such Leased Real Property has been made available to the Seller Representative, and no material changes have been made to any Real Property Leases since the date provided. All of the Leased Real Property is used or occupied by the applicable Checksmart Party pursuant to a Real Property Lease. To the Knowledge of the Buyer, with With respect to each Real Property Lease: of the Leases, (i) such Real Property Lease is a legal, valid, binding binding, enforceable and enforceable obligation of the applicable Checksmart Party in accordance with its terms, subject to the General Enforceability Exceptions, and is in full force and effect, (ii) all rents, deposits and additional rents due pursuant neither Seller nor to such Real Property Seller’s Knowledge any other party to the Lease have been paid is in full and no security deposit or portion thereof has been applied in respect of a material breach or material default under such Real Property Lease that has not been redeposited in full, (iii) there is no existing material breach or material default by other than with respect to the applicable Checksmart Party, or the lessor, under any such Real Property LeaseAgreed Obligations), and no event has occurred that (or circumstance exists which, with or without notice, lapse of time or both) , would reasonably be expected to constitute such a material breach or material default under any such Lease, (iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease by the applicable Checksmart Party or give the applicable Checksmart Party or the lessor thereunder the right has not been disturbed there are no disputes with respect to terminate, accelerate or modify in any material respect any such Real Property Lease, and (iv) there are no Checksmart Party has received any notice that it is in material default under any Encumbrances on the estate created by such Real Property Lease which other than Permitted Encumbrances. Seller has not been cured in all material respects (it being understood that no representation assigned, pledged, mortgaged, hypothecated or warranty is given hereby as to otherwise transferred any notices required to be given Lease or consents required to be obtained under any such Real Property Lease in connection with the transactions contemplated hereby). Except as disclosed on Schedule 6.7(a), no Affiliate of the Checksmart Parties is the owner or lessor of any Leased Real Property. The Leased Real Property is in good condition and repair (subject to normal wear and tear). To the Knowledge of the Buyer, no Checksmart Party interest therein nor has Seller subleased, licensed or otherwise granted any Person the a right to use or occupy such Leased Real Property or any portion thereof. Section 4.18(b)(i) of the Leased Real Property. No Checksmart Party owns any interest Disclosure Schedules includes a true, correct, and complete description of the Agreed Obligations, in any real propertyeach case as of 11:59 p.m. New York time on the date immediately preceding the date of this Agreement.

Leased Real Property. Schedule 6.7(a4.12 attached hereto lists all leases, subleases, occupancy agreements or similar agreements under which Seller occupies (or has the right to occupy) sets forth pursuant to a true lease, license or similar arrangement any real property interest (i) used as a Branch, or (ii) used in connection with the operation of such Branch if such real property interest is incidental to and complete description located at or in immediate and close proximity to such Branch (including any separate parking lot leases where customers of all Leased Real Property of the Checksmart Parties. To the Knowledge of the Buyersuch Branch are permitted to park) (collectively, the applicable Checksmart Party has a valid and subsisting leasehold estate in such Leased Real Property. To the Knowledge of the Buyer, a true and correct copy of each Real Property Lease with respect to such Leased Real Property has been made available to the Seller Representative“Leases”), and no material changes have been made Seller is entitled to any Real Property Leases since the date provided. All possession of the Leased Real Property is used or occupied by Properties as lessee in accordance with the applicable Checksmart Party pursuant to a Real Property Lease. To the Knowledge terms of the Buyerrespective Leases. The Leases are accurately described on Schedule 4.12 attached hereto and, except as shown on Schedule 4.12, have not been amended, modified or supplemented. Seller has delivered to Buyer a true, correct and complete copy of each Lease as amended, modified or supplemented. Each Lease is an existing legal, valid and binding obligation of Seller and, to Seller’s Knowledge, each other party thereto, subject to bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship and similar laws relating to the rights and remedies of creditors, as well as to general principles of equity; and there does not exist with respect to Seller’s obligations thereunder, or, to Seller’s Knowledge, with respect to each Real Property Lease: (i) such Real Property Lease is a valid, binding and enforceable obligation the obligations of the applicable Checksmart Party in accordance with its termslessor thereof, subject to the General Enforceability Exceptions, and is in full force and effect, (ii) all rents, deposits and additional rents due pursuant to such Real Property Lease have been paid in full and no security deposit or portion thereof has been applied in respect of a material breach or material default under such Real Property Lease that has not been redeposited in full, (iii) there is no existing material breach or material default by the applicable Checksmart Partyany default, or the lessorevent or condition which constitutes or, under any such Real Property Lease, and no event has occurred that (with notice, lapse after notice or passage of time or both) , would reasonably be expected to constitute such a material breach default, on the part of Seller or material default the lessor under any such Real Property Lease by the applicable Checksmart Party Lease. There are no tenants or give the applicable Checksmart Party other parties claiming by, through or the lessor thereunder the under Seller that have a possessory right to terminate, accelerate or modify in any material respect any such Real Property Lease, and (iv) no Checksmart Party has received any notice that it is in material default under any such Real Property Lease which has not been cured in all material respects (it being understood that no representation or warranty is given hereby as to any notices required to be given or consents required to be obtained under any such Real Property Lease space in connection with the transactions contemplated hereby). Except as disclosed on Schedule 6.7(a), no Affiliate of the Checksmart Parties is the owner or lessor of any Leased Real Property. The Leased Real Property is in good condition and repair (subject to normal wear and tear). To the Knowledge of the Buyer, no Checksmart Party has subleased, licensed or otherwise granted any Person the right to use or occupy any respect of the Leased Real PropertyProperties. No Checksmart Party owns As used in this Section 4.12, the term “lessor” includes any interest in sub-lessor of the property to Seller. There are no subleases relating to any real propertyLeased Real Property created or suffered to exist by Seller, or to Seller’s Knowledge, created or suffered to exist by any other Person. Subject to Seller obtaining any consents necessary for the valid assignment to Buyer of the Leases, which consents are listed on Schedule 4.12 (the “Landlord Consents”), the assignment of such Leases will transfer to Buyer on the Closing Date all of Seller’s rights under the Leases.

Leased Real Property. The real property demised by the leases described on Schedule 6.7(a) sets forth a true and complete description of all Leased 5.8.1 (the “Real Property Leases”) constitutes all of the Checksmart Parties. To real property leased by the Knowledge of Companies and each Companies’ Subsidiaries (the Buyer, the applicable Checksmart Party has a valid and subsisting leasehold estate in such “Leased Real Property”). To the Knowledge of the Buyer, a true and correct copy of each Real Property Lease with respect to such Leased Real Property has been made available to the Seller Representative, and no material changes have been made to any Real Property Leases since the date provided. All of the Leased Real Property is used or occupied by the applicable Checksmart Party pursuant to a Real Property Lease. To the Knowledge of the Buyer, with With respect to each Real Property Lease: (i) such Real Property Lease is a valid, binding and enforceable obligation except as set forth on Schedule 5.8.1, neither the Companies, any Companies’ Subsidiaries nor, to the Companies’ knowledge, any of the applicable Checksmart Party in accordance with its terms, subject to the General Enforceability Exceptions, and other counterparties thereto is in full force and effect, (ii) all rents, deposits and additional rents due pursuant to such Real Property Lease have been paid in full and no security deposit or portion thereof has been applied in respect of a material breach or material default under such Real Property Lease that has not been redeposited in full, (iii) there is no existing material breach or material default by the applicable Checksmart Party, or the lessor, under any such Real Property Lease, and no event has occurred that (with notice, lapse of time or both) would reasonably be expected to constitute such a material breach or material default under any such Real Property Lease by Lease. Each of the applicable Checksmart Party or give Companies and each of the applicable Checksmart Party or the lessor thereunder the right to terminate, accelerate or modify Companies’ Subsidiaries has a valid leasehold interest in any material respect any such its Leased Real Property Lease, free and (iv) no Checksmart Party clear of any Liens other than Permitted Liens. Each of the Real Property Leases is in full force and effect in all material respects. None of the Companies nor any of the Companies’ Subsidiaries has received any written notice that it is in material default under any such Real Property Lease which has not been cured in all material respects within the past twenty-four (it being understood that no representation or warranty is given hereby as to any notices required to be given or consents required to be obtained under any such Real Property Lease in connection with the transactions contemplated hereby). Except as disclosed on Schedule 6.7(a), no Affiliate of the Checksmart Parties is the owner or lessor 24) months of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Real Property. The All licenses, permits and approvals required for the occupancy and operation of the Leased Real Property is as presently being used have been obtained and are in good condition full force and repair (subject to normal wear effect and tear). To the Knowledge none of the BuyerCompanies or any of the Companies’ Subsidiaries has received any written notice of violations in connection with such items. Except as set forth on Schedule 5.8.1, no Checksmart Party none of the Companies nor any of the Companies’ Subsidiaries has subleased, licensed or otherwise granted any Person anyone the right to use or occupy any of the Leased Real Property. No Checksmart Party owns Property or any portion thereof or collaterally assigned or granted any other security interest in any real propertysuch lease or interest therein.

Leased Real Property. The Property Leases described in Schedule 6.7(a) sets forth a 3.10.2 attached hereto cover all of the real estate leased by the Seller for which any individual premises requires annual rental payments in excess of $10,000. The Assumed Security Deposit with respect to the Assumed Lease is $0, and the Assumed Security Deposit has not been decreased or drawn down. The Seller is the current lessee under each of the Property Leases. A true and complete description copy of all Leased Real Property each of the Checksmart PartiesProperty Leases has been furnished to Purchaser. Each of the Property Leases is in full force and effect in all material respects and the Seller holds a valid and existing leasehold interest under each of such Property Leases. Except as set forth in Schedule 3.10.2, the Seller is not in default, and no circumstances exist which would result in such default (including upon the giving of notice or the passage of time, or both), under any of such Property Leases. To the Knowledge of the BuyerSeller, no lessor under any such lease is in default under any of such leases in its duties to the applicable Checksmart Party lessee. The Seller has not assigned, transferred, conveyed, subjected to a valid and subsisting leasehold estate Security Interest, or otherwise encumbered any interest in such Leased Real Property. To the Knowledge any of the BuyerProperty Leases. All Property Leases are in the name of the Seller as the tenant thereunder. There is no real estate which is used by the Seller or otherwise required in the conduct of its business which is not the subject of a Property Lease. Except as set forth in Schedule 3.10.2, a true no notices of default have been received from any of the landlords under the Property Leases and correct copy no notices of violations have been received from governmental agencies or insurance companies with regard to any of the Property Leases or any of the property covered thereby. The Seller is legally in possession of all space presently occupied by it, and has not sublet or assigned same, nor granted any rights therein to any other party, nor does the Seller share any of the leased space with any other party. Adequate means of ingress and egress exist to and from the premises demised pursuant to each Real Property Lease. The fixed rent due under each Property Lease with respect to such Leased Real Property has been made available paid through the current month. All charges which have been billed to the Seller Representativefor gas, electricity, light, heat, power, sewage, garbage and no material changes have been made to any Real Property Leases since the date provided. All of the Leased Real Property is used telephone and/or other utility services used, rented or occupied by the applicable Checksmart Party pursuant to a Real Property Lease. To the Knowledge of the Buyer, with respect to each Real Property Lease: (i) such Real Property Lease is a valid, binding and enforceable obligation of the applicable Checksmart Party in accordance with its terms, subject to the General Enforceability Exceptions, and is in full force and effect, (ii) all rents, deposits and additional rents due pursuant to such Real Property Lease have been paid in full and no security deposit supplied upon or portion thereof has been applied in respect of a material breach or material default under such Real Property Lease that has not been redeposited in full, (iii) there is no existing material breach or material default by the applicable Checksmart Party, or the lessor, under any such Real Property Lease, and no event has occurred that (with notice, lapse of time or both) would reasonably be expected to constitute such a material breach or material default under any such Real Property Lease by the applicable Checksmart Party or give the applicable Checksmart Party or the lessor thereunder the right to terminate, accelerate or modify in any material respect any such Real Property Lease, and (iv) no Checksmart Party has received any notice that it is in material default under any such Real Property Lease which has not been cured in all material respects (it being understood that no representation or warranty is given hereby as to any notices required to be given or consents required to be obtained under any such Real Property Lease in connection with the transactions contemplated hereby). Except as disclosed on Schedule 6.7(a), no Affiliate of the Checksmart Parties is the owner or lessor of any Leased Real Property. The Leased Real Property is in good condition and repair (subject to normal wear and tear). To the Knowledge of the Buyer, no Checksmart Party has subleased, licensed or otherwise granted any Person the right to use or occupy any of the Leased Real Property. No Checksmart Party owns any interest in any real propertyleased premises have been paid.

Leased Real Property. Section 5.10(c) of Sellers Disclosure Schedule 6.7(a) sets forth a true correct and complete description list of all real property leased, licensed, or otherwise used or occupied (but not owned) at Closing by the Company (collectively, the “Leased Real Property”) under any lease, sublease, license, concession, or other agreement allowing for occupancy of the Leased Real Property of the Checksmart Parties(each, a “Real Property Lease”). To the Knowledge of the Buyer, the applicable Checksmart Party The Company has a valid and subsisting leasehold estate interest in such its Leased Real Property, in each case free and clear of all Encumbrances, other than the Real Estate Encumbrances. All such Real Property Leases are in full force and effect, and there are no existing breaches or defaults by, or any events that with or without the passage of time or the giving of notice, or both, would constitute a breach, default, or an event of default by, the Company under any Real Property Lease to which it is a party, or, to the Knowledge of Sellers, by any other party to any such Real Property Lease. To the Knowledge of Sellers, there exists no condition, restriction or reservation that would prevent the BuyerCompany’s business, a true and correct copy the Company in its operation of each Real Property Lease the Company’s business after the Closing Date, from enforcing its rights with respect to such Leased Real Property has after the Closing to the same full extent the Company could if the Contemplated Transactions did not occur. The operations of the Company on the Leased Real Property do not violate any applicable Law. All material certificates of occupancy, permits, licenses, approvals and other authorizations required to be held by the Company in connection with the past and present operations of the Company and the business of the Company on the Leased Real Property have been lawfully issued to the Company and are, as of the date of this Agreement, and will be following the consummation of the Contemplated Transactions, in full force and effect. The Leased Real Property is in satisfactory operating condition and repair (ordinary wear and tear excepted). Correct and complete copies of the Real Property Leases, including all amendments and modifications thereto, have been delivered or made available to Purchaser prior to the Seller Representativedate of this Agreement, and no material changes have been made to any Real Property Leases since the date provided. All of the Leased Real Property is used or occupied by the applicable Checksmart Party pursuant to a Real Property Lease. To the Knowledge of the Buyer, with respect to each Real Property Lease: (i) such Real Property Lease is a valid, binding and enforceable obligation of the applicable Checksmart Party in accordance with its terms, subject to the General Enforceability Exceptions, and is in full force and effect, (ii) all rents, deposits and additional rents due pursuant to such Real Property Lease have been paid in full and no security deposit or portion thereof has been applied in respect of a material breach or material default under such Real Property Lease that has not been redeposited in full, (iii) there is no existing material breach or material default by the applicable Checksmart Party, or the lessor, under any such Real Property Lease, and no event has occurred that (with notice, lapse of time or both) would reasonably be expected to constitute such a material breach or material default under any such Real Property Lease by the applicable Checksmart Party or give the applicable Checksmart Party or the lessor thereunder the right to terminate, accelerate or modify in any material respect any such Real Property Lease, and (iv) no Checksmart Party has received any notice that it is in material default under any such Real Property Lease which has not been cured in all material respects (it being understood that no representation or warranty is given hereby as to any notices required to be given or consents required to be obtained under any such Real Property Lease in connection with the transactions contemplated hereby). Except as disclosed on Schedule 6.7(a), no Affiliate of the Checksmart Parties is the owner or lessor of any Leased Real Propertydelivery. The Leased Real Property has not been subleased or licensed by the Company, and the Company is the only party in good condition and repair (subject to normal wear and tear). To the Knowledge of the Buyer, no Checksmart Party has subleased, licensed or otherwise granted any Person the right to use or occupy any occupancy of the Leased Real Property. No Checksmart Party owns any interest in any real property.

Leased Real Property. Schedule 6.7(a5.14(b) sets forth contains a true true, accurate and complete description list of all Leased Real Property and all Real Property Leases (including, in the case of any oral Real Property Lease, a written summary of the Checksmart Partiesmaterial terms thereof and identification of any guarantors or other responsible parties). To the Knowledge of the BuyerA true, the applicable Checksmart Party has a valid correct and subsisting leasehold estate in such Leased Real Property. To the Knowledge of the Buyer, a true and correct complete copy of each of the Real Property Lease with respect to such Leased Real Property Leases has been made available to the Seller RepresentativeBuyer, and no material changes have been made to any none of the Real Property Leases since has been modified in any respect, except to the date providedextent that such modifications are disclosed by the copies made available to Buyer and identified on Schedule 5.14(b). All Each of the Leased Real Property is used or occupied by the applicable Checksmart Party pursuant to a Real Property Lease. To the Knowledge of the Buyer, with respect to each Real Property Lease: (i) such Real Property Lease is a valid, binding and enforceable obligation of the applicable Checksmart Party in accordance with its terms, subject to the General Enforceability Exceptions, and Leases is in full force and effect, (ii) all rentsthe applicable lessees hold valid and existing leasehold interests thereunder for the term thereof and neither the applicable lessee nor, deposits and additional rents due pursuant to such the knowledge of the Sellers, any other party thereto, is in breach or default thereunder. No applicable lessee has previously assigned its interest in any of the Real Property Lease have been paid in full and no security deposit or portion thereof has been applied in respect of a material breach or material default under such Real Property Lease that has not been redeposited in full, (iii) there is no existing material breach or material default by the applicable Checksmart Party, or the lessor, under any such Real Property Lease, and no event has occurred that (with notice, lapse of time or both) would reasonably be expected to constitute such a material breach or material default under any such Real Property Lease by the applicable Checksmart Party or give the applicable Checksmart Party or the lessor thereunder the right to terminate, accelerate or modify in any material respect any such Real Property Lease, and (iv) no Checksmart Party has received any notice that it is in material default under any such Real Property Lease which has not been cured in all material respects (it being understood that no representation or warranty is given hereby as to any notices required to be given or consents required to be obtained under any such Real Property Lease in connection with the transactions contemplated hereby)Leases. Except as disclosed set forth on Schedule 6.7(a5.14(b), there are no Affiliate of agreements or arrangements with respect to the Checksmart Parties is the owner or lessor of any Leased Real Property. The Leased Real Property is in good condition and repair (subject to normal wear and tear). To the Knowledge of the Buyer, no Checksmart Party has subleasedincluding any leases or tenancy arrangements, licensed written or otherwise granted oral, which create or confer on any other Person the a right to use or occupy all or any part of the Leased Real PropertyProperty other than the Real Property Leases. The applicable lessee is in compliance in all material respects with all requirements of the Real Property Leases regarding environmental matters. The consummation of the transactions contemplated by the Transaction Documents will not cause a breach of or result in any default under, or require any consent, notice or waiver under, any Real Property Lease. No Checksmart Party owns event or circumstance has occurred or exists which would, either with or without notice or the passage of time or both, constitute a breach or default, or permit the termination, modification or acceleration of rent under, any interest in any real property.Real Property Lease. The possession and quiet enjoyment of the Leased Real Property has not been disturbed

Leased Real Property. No Acquired Company owns, or has ever owned, any real property. Part 3.9(c) of the Disclosure Schedule 6.7(asets forth: (i) sets forth all leases, subleases and occupancy agreements, together with all amendments and modifications thereto, pursuant to which any real property is leased by any of the Acquired Companies (each such lease, sublease or occupancy agreement being referred to as a true “Real Property Lease” and complete description any such real property leased by any of all the Acquired Companies being referred to as “Leased Real Property”); (ii) the address of each Leased Real Property and any security deposit, guaranty or letter of credit provided to the Checksmart Partieslandlord under the related Real Property Lease; (iii) the expiration date of each Real Property Lease; and (iv) any available renewal options and the notice periods required to exercise or forego such renewal options under each Real Property Lease. To True and correct copies of each Real Property Lease have been Made Available to Purchaser. Each Real Property Lease is valid, binding and in full force and effect with respect to the applicable Acquired Company and, to the Knowledge of the BuyerCompany, each other party thereto. There is no material default under any Real Property Lease by any Acquired Company or, to the Knowledge of the Company, by any other party thereto and there is not any condition or event which, with notice or lapse of time or both, would constitute a material default under the provisions of any Real Property Lease by any Acquired Company or, the applicable Checksmart Party Knowledge of the Company, any other party to such Real Property Lease. The Company has not received written notice that a valid party to a Real Property Lease (other than an Acquired Company) intends to terminate such Real Property Lease. With respect to each Real Property Lease, the tenant thereunder enjoys peaceful, exclusive and subsisting leasehold estate undisturbed use and possession in such all material respects of the demised premises thereunder. No Acquired Company has subleased or otherwise granted to any Person the right to use or occupy any Leased Real Property. To the Knowledge of the BuyerCompany, a true and correct copy of each Real Property Lease no condemnation is pending is threatened with respect to such Leased Real Property has been made available to the Seller Representative, and no material changes have been made to any Real Property Leases since the date provided. All of the Leased Real Property is used or occupied by the applicable Checksmart Party pursuant to a Real Property LeaseProperty. To the Knowledge of the BuyerCompany, with respect to each the Leased Real Property Lease: (i) such is served by all necessary utilities and has all necessary access to public roads for the use and operation of the Leased Real Property Lease is a valid, binding as currently used and enforceable obligation of the applicable Checksmart Party in accordance with its terms, subject to the General Enforceability Exceptions, and is in full force and effect, (ii) all rents, deposits and additional rents due pursuant to such Real Property Lease have been paid in full and no security deposit or portion thereof has been applied in respect of a material breach or material default under such Real Property Lease that has not been redeposited in full, (iii) there is no existing material breach or material default by the applicable Checksmart Party, or the lessor, under any such Real Property Lease, and no event has occurred that (with notice, lapse of time or both) would reasonably be expected to constitute such a material breach or material default under any such Real Property Lease by the applicable Checksmart Party or give the applicable Checksmart Party or the lessor thereunder the right to terminate, accelerate or modify in any material respect any such Real Property Lease, and (iv) no Checksmart Party has received any notice that it is in material default under any such Real Property Lease which has not been cured in all material respects (it being understood that no representation or warranty is given hereby as to any notices required to be given or consents required to be obtained under any such Real Property Lease operated in connection with the transactions contemplated hereby). Except as disclosed on Schedule 6.7(a), no Affiliate conduct of the Checksmart Parties is the owner or lessor of any Leased Real PropertyBusiness. The Leased Real Property is in good condition and repair (subject to normal wear and tear). To for the Knowledge of the Buyer, no Checksmart Party has subleased, licensed or otherwise granted any Person the right to use or occupy any of the Leased Real Property. No Checksmart Party owns any interest in any real propertyProperty for the conduct of the Business.

Leased Real Property. (a) Schedule 6.7(a) 2.25 sets forth a true and complete description list of all Leased Real Property leases, written or oral, of each parcel of real property leased by Seller (or any Affiliate of Seller) and used in or necessary for the Checksmart Parties. To Business as currently conducted (together with all rights, title and interest of Seller in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents in connection therewith) (the Knowledge of the Buyer, the applicable Checksmart Party has a valid and subsisting leasehold estate in such “Leased Real Property. To ”), including the Knowledge name of the Buyerlessor and lessee, the address of each parcel of real property leased thereunder, and all subleases, licenses and other agreements with respect thereto (individually, a true “Lease” and correct copy of each Real Property Lease with respect to such Leased Real Property has been made available to collectively, the “Leases”). Seller Representative, and no material changes have been made to any Real Property Leases since the date provided. All of the Leased Real Property is used or occupied by the applicable Checksmart Party pursuant to a Real Property Lease. To the Knowledge of the Buyer, with respect to each Real Property Lease: (i) such Real Property Lease is a valid, binding and enforceable obligation of the applicable Checksmart Party in accordance with its terms, subject to the General Enforceability Exceptions, and is in full force and effect, (ii) all rents, deposits and additional rents due pursuant to such Real Property Lease have been paid in full and no security deposit or portion thereof has been applied in respect of a material breach or material default under such Real Property Lease that has not been redeposited in full, (iii) there is no existing material breach or material default by the applicable Checksmart Party, or the lessor, under any such Real Property Lease, and no event has occurred that (with notice, lapse of time or both) would reasonably be expected to constitute such a material breach or material default under any such Real Property Lease by the applicable Checksmart Party or give the applicable Checksmart Party or the lessor thereunder the right to terminate, accelerate or modify in any material respect any such Real Property Lease, and (iv) no Checksmart Party has received any notice that it is in material default under any such Real Property Lease which has not been cured in all material respects (it being understood that no representation or warranty is given hereby as to any notices required to be given or consents required to be obtained under any such Real Property Lease in connection with the transactions contemplated hereby). Except as disclosed on Schedule 6.7(a), no Affiliate of the Checksmart Parties is the owner or lessor of any Leased Real Property. The Leased Real Property is in good condition and repair (subject to normal wear and tear). To the Knowledge of the Buyer, no Checksmart Party has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property under any Lease or any portion thereof on the Leased Property. All structures, improvements, fixtures, building systems and equipment, and all components thereof, are in good operating condition and are fit for the use intended. Each of the Leases is in full force and effect and constitutes a valid and binding agreement of Seller and the other parties thereto in accordance with their respective terms. Neither Seller nor any other party to a Lease is in default under any Lease, nor has Seller or any other party to a Lease received notice (written or oral) of the current existence of any event which with notice or lapse of time or both would constitute a default under such Lease by a Seller or by the other parties thereto, and no such event currently exists. Seller has not received notice (written or oral) that any party to any of the Leases intends to cancel, terminate or refuse to renew the same or to exercise or decline to exercise any option or other right thereunder. As of the date hereof, no party to the Leases has repudiated any provision thereof. All Leased Real Property and all improvements located thereon are in material compliance with all applicable Laws, and Seller has not received notice (written or oral) of any currently threatened or pending Actions in effect as to the Leases or the Leased Real Property, and to the Knowledge of Seller, no Action is currently in effect or threatened with respect to the Leases or the Leased Real Property, including without limitation, any condemnation or similar proceeding, special assessment or change in zoning. Seller has not granted or suffered to exist any Encumbrance in any Lease or affecting any Leased Real Property. All facilities leased or subleased under a Lease have received all governmental permits required in connection with the operation thereof and have been operated and maintained in accordance with applicable Laws. All facilities leased or subleased under a Lease are supplied with utilities and other services sufficient for the operation of said facilities as such facilities are presently operated. Seller has made available to Purchaser true, correct and complete copies of all Leases, tenant estoppels, subordination non-disturbance agreements, title insurance policies and surveys, and any and all amendments, modifications or extensions thereof, relating to or affecting the Leased Real Property to the extent the foregoing are in the Seller’s possession or control. Seller is not a party to, nor is obligated under any option, right of first refusal or other contractual right to sell, grant, dispose of or lease any of the Leased Real PropertyProperty or any portion thereof or interest therein to any Person other than Purchaser. No Checksmart Party owns There are no consents necessary to assign any interest in Lease to Purchaser and such assignment shall not trigger any real propertyrecapture right, termination right or similar right of a landlord under any Lease.

Leased Real Property. Schedule 6.7(aSection 5.20(b) of the Acquirer Disclosure Schedules sets forth a true and complete description list of all Acquirer Leased Real Property and all Acquirer Real Property Leases (including street addresses, the date thereof and legal names of the Checksmart Parties. To parties thereto, to the Knowledge extent such information exists for such Acquirer Leased Real Property) pursuant to which any Acquirer Group Member is a tenant or landlord as of the Buyer, date of this Agreement. True and complete copies of all such Acquirer Real Property Leases have been made available to the Company. Acquirer or the applicable Checksmart Party Subsidiary has a good, valid and subsisting enforceable leasehold estate interest in each Acquirer Leased Real Property free and clear of all Liens, except for Permitted Liens. The relevant Acquirer Group Member’s possession and quiet enjoyment of the Acquirer Leased Real Property under each Acquirer Real Property Lease has not been disturbed and there are no material disputes with respect to such Acquirer Leased Real Property. To Acquirer’s knowledge, no event has occurred or circumstance exists that, with the Knowledge delivery of notice, passage of time or both, would constitute a breach or default under or permit the Buyertermination or modification of, a true and correct copy or acceleration of each Real Property Lease with respect to rent under, such Leased Real Property has been made available to the Seller Representative, and no material changes have been made to any Real Property Leases since the date provided. All of the Leased Real Property is used or occupied by the applicable Checksmart Party pursuant to a Acquirer Real Property Lease. To the Knowledge of the Buyer, with respect Each Acquirer Group Member has performed all material obligations required to each Real Property Lease: (i) such Real Property Lease is a valid, binding and enforceable obligation of the applicable Checksmart Party in accordance with its terms, subject to the General Enforceability Exceptions, and is in full force and effect, (ii) all rents, deposits and additional rents due pursuant to such Real Property Lease have been paid in full and no security deposit or portion thereof has been applied in respect of a material breach or material default under such Real Property Lease that has not been redeposited in full, (iii) there is no existing material breach or material default be performed by the applicable Checksmart Party, or the lessor, it under any such Acquirer Real Property Lease, and no event Acquirer Group Member has occurred that (with notice, lapse the present expectation or intention of time or both) would reasonably not fully performing on a timely basis all material obligations required to be expected to constitute performed by such a material breach or material default Acquirer Group Member under any such Acquirer Real Property Lease by Lease. The Transactions, this Agreement and any Ancillary Document to be delivered at or before Closing do not require the applicable Checksmart Party or give consent of any other party relating to the applicable Checksmart Party or the lessor thereunder the right to terminateAcquirer Leased Real Property, accelerate or modify in any material respect any such including from landlords under an Acquirer Real Property Lease, and (iv) no Checksmart Party has received any notice that it is whether as a deemed “assignment” or otherwise, will not result in material a breach of or default under any Acquirer Real Property Lease, will not give rise to any termination or recapture rights, and will not otherwise cause any such Acquirer Real Property Lease which has not been cured in all material respects (it being understood that no representation or warranty is given hereby as to any notices required cease to be given or consents required to be obtained under any such Real Property Lease legal, valid, binding, enforceable and in connection with full force and effect on identical terms following the transactions contemplated hereby)Closing. Except as disclosed on Schedule 6.7(a), no Affiliate of the Checksmart Parties is the owner or lessor of any Leased Real Property. The Leased Real Property is in good condition and repair (subject to normal wear and tear). To the Knowledge of the Buyer, no Checksmart Party No Acquirer Group Member has subleased, licensed or otherwise granted any Person the right to use or occupy any of the such Acquirer Leased Real Property. No Checksmart Party owns Property or any portion thereof and no Acquirer Group Member has collaterally assigned or granted any other security interest in such Acquirer Real Property Lease or any interest in any real propertytherein.

Leased Real Property. Schedule 6.7(a) sets forth The Seller has made available to the Purchaser a true and complete description copy of all Leased Real Property each Lease included in the Acquired Assets. Each such Lease is legal, valid, binding, enforceable and in full force and effect. Except for the consent of the Checksmart Partieslandlord to the Warehouse Sublease, consent of the landlord to the San Jose Office Lease, consent ox xxe landlord to the Norcross Office Sublease, and the consent of the mortgagee of the Tampa Bay Premises to the Lease thereof contemplated hereby, the transactions contemplated by this Agreement do not require the consent of any other party to such Lease except for such consents as have been obtained, will not result in a breach of or Default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing. To the Knowledge of the BuyerSeller, neither the Seller nor any other party to such Lease is in breach or Default under such Lease, and, to the Seller's Knowledge, no event has occurred or circumstance exists which, with the delivery of notice, the applicable Checksmart Party has passage of time or both, would constitute such a valid and subsisting leasehold estate in breach or Default, or permit the termination, modification or acceleration of rent under such Leased Real Property. To the Knowledge of the Buyer, a true and correct copy of each Real Property Lease with respect to such Leased Real Property has been made available to the Seller Representative, and no material changes have been made to any Real Property Leases since the date provided. All of the Leased Real Property is used or occupied by the applicable Checksmart Party pursuant to a Real Property Lease. To the Knowledge of the BuyerSeller's Knowledge, with respect to each Real Property Lease: (i) such Real Property Lease is a valid, binding and enforceable obligation of the applicable Checksmart Party in accordance with its terms, subject to the General Enforceability Exceptions, and is in full force and effect, (ii) all rents, deposits and additional rents due pursuant to such Real Property Lease have been paid in full and no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a material breach or material default Default under such Real Property Lease that which has not been redeposited in full. The Seller does not owe and will not owe in the future, (iii) there is no existing material breach any brokerage commissions or material default by the applicable Checksmart Party, or the lessor, under finder's fees with respect to any such Real Property Lease. The other party to any such Lease is not an Affiliate of, and no event has occurred that (with noticeotherwise does not have any economic interest in, lapse of time or both) would reasonably be expected to constitute such a material breach or material default under any such Real Property Lease by the applicable Checksmart Party or give the applicable Checksmart Party or the lessor thereunder the right to terminate, accelerate or modify in any material respect any such Real Property Lease, and (iv) no Checksmart Party has received any notice that it is in material default under any such Real Property Lease which Seller. The Seller has not been cured in all material respects (it being understood that no representation or warranty is given hereby as to any notices required to be given or consents required to be obtained under any such Real Property Lease in connection with the transactions contemplated hereby). Except as disclosed on Schedule 6.7(a), no Affiliate of the Checksmart Parties is the owner or lessor of any Leased Real Property. The Leased Real Property is in good condition and repair (subject to normal wear and tear). To the Knowledge of the Buyer, no Checksmart Party has subleased, licensed or otherwise granted any Person the right to use or occupy any of the such Leased Real PropertyProperty or any portion thereof. No Checksmart Party owns The Seller has not collaterally assigned or granted any other security interest in such Lease or any interest in any real propertytherein. Seller enjoys peaceful and undisputed possession under such Lease.

Leased Real Property. (i) The real property leased by the Seller Entities in San Diego, California and the real property leased by ABON dormitory facility is identified on Schedule 6.7(a4.3(b)(i) sets forth a (the “Leased Real Property”). All leases, subleases and other occupancy agreements including all amendments, supplements, extensions and other modifications of such documents of Leased Real Property (the “Leases”) by the Seller Entities are identified on Schedule 4.3(b)(i), and true and complete description copies thereof have been delivered to the Buyer. Each of all said Leases has been duly authorized and executed by the parties thereto and is in full force and effect. The Seller Entities are not in default of any material provision under any of said Leases, and to the knowledge of the Seller Entities no event has occurred which, with notice or the passage of time, or both, would give rise to such a default. To the knowledge of the Seller Entities, there is no pending, contemplated or threatened condemnation of any of the respective parcels of Leased Real Property or any part thereof. The Seller Entities have a good and valid leasehold interest in and to all of the Checksmart PartiesLeased Real Property, free from all Liens, encroachments, encumbrances or other defects in title, except as described on Schedule 4.3(b)(i). To There are no parties in possession or, to the Knowledge knowledge of the BuyerSeller Entities, parties having any current or future right to occupy any of the applicable Checksmart Party has a valid and subsisting leasehold estate in Leased Real Property during the term of any Lease regarding such Leased Real Property. To the Knowledge knowledge of the Buyer, a true and correct copy of each Real Property Lease with respect to such Seller Entities (i) the Leased Real Property has been made available conforms in all material respects to all applicable building, zoning and other Laws, ordinances, rules and regulations, (ii) all licenses and other approvals necessary to the Seller Representative, current occupancy and no material changes have been made to any Real Property Leases since the date provided. All use of the Leased Real Property is used or occupied by the applicable Checksmart Party pursuant to a Real Property Lease. To the Knowledge of the Buyer, with respect to each Real Property Lease: (i) such Real Property Lease is a valid, binding have been obtained and enforceable obligation of the applicable Checksmart Party in accordance with its terms, subject to the General Enforceability Exceptions, and is are in full force and effect, (ii) all rents, deposits and additional rents due pursuant to such Real Property Lease there have been paid no violations thereof that individually or in full the aggregate have had or reasonably would be expected to have a Material Adverse Effect and no security deposit or portion thereof has been applied in respect of a material breach or material default under such Real Property Lease that has not been redeposited in full, (iii) there is exists no existing material breach or material default by the applicable Checksmart Party, or the lessor, under any such Real Property Lease, and no event has occurred that (with notice, lapse of time or both) would reasonably be expected to constitute such a material breach or material default under any such Real Property Lease by the applicable Checksmart Party or give the applicable Checksmart Party or the lessor thereunder the right to terminate, accelerate or modify in any material respect any such Real Property Lease, and (iv) no Checksmart Party has received any notice that it is in material default under any such Real Property Lease which has not been cured in all material respects (it being understood that no representation or warranty is given hereby as to any notices required to be given or consents required to be obtained under any such Real Property Lease in connection with the transactions contemplated hereby). Except as disclosed on Schedule 6.7(a), no Affiliate of the Checksmart Parties is the owner or lessor violation of any Leased Real Property. The Leased Real Property is in good condition and repair (subject to normal wear and tear). To the Knowledge of the Buyercovenant, no Checksmart Party has subleasedcondition, licensed restriction, easement, agreement or otherwise granted order affecting any Person the right to use or occupy any portion of the Leased Real Property. No Checksmart Party owns any interest in any real property.

Leased Real Property. Schedule 6.7(a4.15(a) sets forth of the Disclosure Schedule contains a true and complete description list of: (i) the address of each parcel of real property which is leased by each Company as lessee or sublessee together with the identity of the lessor or sublessor of such real property and the identity of the Company which is the lessee or sublessee of such real property; and (ii) the address of each parcel of real property which is leased by each Company as lessor or sublessor together with the identity of the lessee or sublessee and the identity of the Company which is the lessor or sublessor of such real property (all of the real property listed in Schedule 4.15(a) being hereinafter the “Leased Real Property”). Schedule 4.15(a) of the Disclosure Schedule also contains a list, identifying by parties and dates, of all leases pursuant to which the Leased Real Property is leased by either of the Checksmart PartiesCompanies, whether as tenant, lessee or sublessee or as lessor or sublessor (each such lease being hereinafter a “Real Property Lease”). To Except for the Knowledge Real Property Leases listed in Schedule 4.15(a) of the BuyerDisclosure Schedule, the applicable Checksmart Party has a valid and subsisting leasehold estate in such there are no other leases relating to any Leased Real Property. To Property and there is no real property which is used in the Knowledge conduct of the Buyer, a true business except for the Leased Real Property and correct copy real property at which the Companies perform services for customers. True and complete copies of each Real Property Lease with respect to such Leased Real Property has have been made available or delivered to Buyer prior to the Seller Representative, and no material changes have been made to any Real Property Leases since the date providedof this Agreement. All of the Leased Real Property is used or occupied by the applicable Checksmart Party pursuant to a Real Property Lease. To the Knowledge of the Buyer, with respect to each Real Property Lease: (i) such Each Real Property Lease is a in full force and effect and is valid, binding and enforceable obligation of the applicable Checksmart Party in accordance with its respective terms, subject in each case, except as enforceability may be limited by the Enforceability Exceptions. Neither of the Companies nor, to the General Enforceability ExceptionsKnowledge of the Companies, and any other party to any of the Real Property Leases is in full force and effectviolation of, (ii) all rentsin any material respect, deposits and additional rents due pursuant to such Real Property Lease have been paid in full and no security deposit or portion thereof has been applied in respect any of a material breach or material default under such Real Property Lease that has not been redeposited in full, (iii) there is no existing material breach or material default by the applicable Checksmart Party, or the lessor, under any such Real Property Lease, and no event has occurred that (with notice, lapse terms of time or both) would reasonably be expected to constitute such a material breach or material default under any such Real Property Lease by and no event or condition has occurred with respect to either of the applicable Checksmart Party Companies or, to the Knowledge of the Companies, with respect to any other party to any of the Real Property Leases, that with the passage of time or give giving of notice (or both) would constitute a material default under any Real Property Lease. The execution and delivery of this Agreement and the applicable Checksmart Party or consummation of the lessor thereunder transactions contemplated hereby will not require the right consent of any party to terminate, accelerate or modify in any material respect any such Real Property Lease, and (iv) no Checksmart Party has received any notice that it is will not result in material a breach or default under the terms of any such Real Property Lease which has and will not been cured in all material respects (it being understood that no representation or warranty is given hereby as to cause any notices required to be given or consents required to be obtained under any such Real Property Lease to 738336390 cease to be legal, valid, binding, enforceable (subject to the Enforceability Exceptions) and in full force and effect immediately following the Closing, in each case except to the extent otherwise required in connection with or resulting from the transactions contemplated hereby). Except as disclosed on Schedule 6.7(a), no Affiliate execution and delivery of the Checksmart Parties is New Lease Agreements concurrently with the owner or lessor of any Leased Real Property. The Leased Real Property is in good condition and repair (subject to normal wear and tear). To the Knowledge of the Buyer, no Checksmart Party has subleased, licensed or otherwise granted any Person the right to use or occupy any of the Leased Real Property. No Checksmart Party owns any interest in any real propertyClosing.

Leased Real Property. Schedule 6.7(aThe real estate leased by Seller pursuant to -------------------- the Real Property Leases (the "Leased Real Property") sets forth a is the only real estate leased by Seller that is used by the Division. To the best of Seller's knowledge, (a) each of the Real Property Leases, true and complete description copies of all Leased Real Property of the Checksmart Parties. To the Knowledge of the Buyer, the applicable Checksmart Party has a valid and subsisting leasehold estate in such Leased Real Property. To the Knowledge of the Buyer, a true and correct copy of each Real Property Lease with respect to such Leased Real Property has which have been made available to Buyers, are valid and binding and in full force and effect as of the date of this Agreement, (b) except as set forth on Schedule 6.9(b) hereto, Seller Representative, and no is not in material changes have been made to default under any of the Real Property Leases since Leases, (c) except as set forth on Schedule 6.9(c) hereto, no Real Property Lease requires the date provided. All consent of any third party to its assignment in connection with consummation of the Transaction, (d) the Leased Real Property and the systems and fixtures located in the Leased Real Property for which Seller, as tenant, is responsible to maintain and repair are in good operating condition and repair in all material respects in light of their respective ages, ordinary wear and tear excepted (e) there are no outstanding construction or mechanic's liens or rights to claim a construction or mechanic's lien in favor of any contractor, materialman or laborer or any other person in connection with the Leased Real Property for which Seller, as tenant, is responsible other than ones that are reflected on the Closing Balance Sheet and (f) the roof of the Leased Real Property is used or occupied by the applicable Checksmart Party pursuant to a Real Property Lease. To the Knowledge of the Buyerlocated at 000 Xxxxxxxxxxxxx Xxxxx, with respect to each Real Property Lease: (i) such Real Property Lease is a validXxxxx Xxxxx Xxxxxxxx, binding and enforceable obligation of the applicable Checksmart Party in accordance with its termsXX, subject to the General Enforceability Exceptions, and is in full force and effect, (ii) all rents, deposits and additional rents due pursuant to such Real Property Lease have been paid in full and no security deposit or portion thereof has been applied in respect of a material breach or material default under such Real Property Lease that has not been redeposited in full, (iii) there is no existing material breach or material default by the applicable Checksmart Party, or the lessor, under any such Real Property Lease, and no event has occurred that (with notice, lapse of time or both) would reasonably be expected to constitute such a material breach or material default under any such Real Property Lease by the applicable Checksmart Party or give the applicable Checksmart Party or the lessor thereunder the right to terminate, accelerate or modify in any material respect any such Real Property Lease, and (iv) no Checksmart Party has received any notice that it is in material default under any such Real Property Lease which has not been cured in all material respects (it being understood that no representation or warranty is given hereby as to any notices required to be given or consents required to be obtained under any such Real Property Lease in connection with the transactions contemplated hereby). Except as disclosed on Schedule 6.7(a), no Affiliate of the Checksmart Parties is the owner or lessor of any Leased Real Property. The Leased Real Property is in good condition and repair (subject will not need replacement during the original term of said lease. Seller has not received any written notice that the structures, improvements, systems and fixtures located on or in the Leased Real Property do not comply in any material respect with any applicable laws, ordinances, rules and regulations of any Governmental Agencies. Seller has not received any written notice of any pending or threatened condemnation proceedings relating to normal wear and tear). To the Knowledge of the Buyer, no Checksmart Party has subleased, licensed or otherwise granted any Person the right to use or occupy any of the Leased Real Property. No Checksmart Party owns Seller has not received any interest written notice of any violation of any occupancy permit held by Seller, as tenant, in any real propertyconnection with the Leased Real Property.

Leased Real Property. Schedule 6.7(aSection 4.20(b) of the Company Disclosure Schedules sets forth a true and complete description list of all Company Leased Real Property and all Company Real Property Leases (including street addresses, the date thereof and legal names of the Checksmart Parties. To parties thereto, to the Knowledge extent such information exists for such Company Leased Real Property) pursuant to which any Company Group Member is a tenant or landlord as of the Buyer, date of this Agreement. True and complete copies of all such Company Real Property Leases have been made available to Acquiror. The Company or the applicable Checksmart Party Subsidiary has a good, valid and subsisting enforceable leasehold estate interest in each Company Leased Real Property free and clear of all Liens, except for Permitted Liens. The relevant Company Group Member’s possession and quiet enjoyment of the Company Leased Real Property under each Company Real Property Lease has not been disturbed and there are no material disputes with respect to such Company Leased Real Property. To the Knowledge Company’s knowledge, no event has occurred or circumstance exists that, with the delivery of notice, passage of time or both, would constitute a breach or default under or permit the Buyertermination or modification of, a true and correct copy or acceleration of each Real Property Lease with respect to rent under, such Leased Real Property has been made available to the Seller Representative, and no material changes have been made to any Real Property Leases since the date provided. All of the Leased Real Property is used or occupied by the applicable Checksmart Party pursuant to a Company Real Property Lease. To the Knowledge of the Buyer, with respect Each Company Group Member has performed all material obligations required to each Real Property Lease: (i) such Real Property Lease is a valid, binding and enforceable obligation of the applicable Checksmart Party in accordance with its terms, subject to the General Enforceability Exceptions, and is in full force and effect, (ii) all rents, deposits and additional rents due pursuant to such Real Property Lease have been paid in full and no security deposit or portion thereof has been applied in respect of a material breach or material default under such Real Property Lease that has not been redeposited in full, (iii) there is no existing material breach or material default be performed by the applicable Checksmart Party, or the lessor, it under any such Company Real Property Lease, and no event Company Group Member has occurred that (with notice, lapse the present expectation or intention of time or both) would reasonably not fully performing on a timely basis all material obligations required to be expected to constitute performed by such a material breach or material default Company Group Member under any such Company Real Property Lease by Lease. The Transactions, this Agreement and any Ancillary Document to be delivered at or before Closing do not require the applicable Checksmart Party or give consent of any other party relating to the applicable Checksmart Party or the lessor thereunder the right to terminateCompany Leased Real Property, accelerate or modify in any material respect any such including from landlords under a Real Property Lease, and (iv) no Checksmart Party has received any notice that it is whether as a deemed “assignment” or otherwise, will not result in material a breach of or default under any Company Real Property Lease, will not give rise to any termination or recapture rights, and will not otherwise cause any such Company Real Property Lease which has not been cured in all material respects (it being understood that no representation or warranty is given hereby as to any notices required cease to be given or consents required to be obtained under any such Real Property Lease legal, valid, binding, enforceable and in connection with full force and effect on identical terms following the transactions contemplated hereby)Closing. Except as disclosed on Schedule 6.7(a), no Affiliate of the Checksmart Parties is the owner or lessor of any Leased Real Property. The Leased Real Property is in good condition and repair (subject to normal wear and tear). To the Knowledge of the Buyer, no Checksmart Party No Company Group Member has subleased, licensed or otherwise granted any Person the right to use or occupy any of the such Company Leased Real Property. No Checksmart Party owns Property or any portion thereof and no Company Group Member has collaterally assigned or granted any other security interest in such Company Real Property Lease or any interest in any real propertytherein.

Leased Real Property. Schedule 6.7(a) sets forth a true 3.2.11 contains an accurate and complete description list of all Leased real property leases, subleases, real property licenses and other occupancy agreements, including without limitation, any modification, amendment or supplement thereto and any other related document or agreement executed or entered into by the Xxxxx XX, or by Cap C LP in relation to the Kenna Business and assigned to the Xxxxx XX pursuant to the Conveyance Documents, to which the Xxxxx XX is a party (as lessee, sublessee, lessor, sublessor, licensor or licensee) (each individually, a "Real Property Lease" and collectively, the "Real Property Leases"). Each Real Property Lease is valid, binding and in full force and effect; all rents and additional rents and other sums, expenses and charges due thereunder to date on each Real Property Lease have been paid; and the lessee has been in peaceable possession since the commencement of the Checksmart Parties. To the Knowledge of the Buyer, the applicable Checksmart Party has a valid and subsisting leasehold estate in such Leased Real Property. To the Knowledge of the Buyer, a true and correct copy original term of each Real Property Lease with respect to such Leased Real Property and no waiver, indulgence or postponement of the lessee's obligations thereunder has been made available granted by the lessor. There exists no default or event of default by Cap C LP or the Xxxxx XX or to the Seller Representative, and no material changes have been made knowledge of Newport or the Kenna Principals by any other party to any Real Property Leases since Lease; and there exists no occurrence, condition or act (including the date provided. All purchase of the Leased Real Property is used or occupied by the applicable Checksmart Party pursuant to a Real Property Lease. To the Knowledge of the BuyerPurchased Units hereunder) which, with respect to each Real Property Lease: (i) such Real Property Lease is the giving of notice, the lapse of time or the happening of any further event or condition, would become a valid, binding and enforceable obligation default or event of the applicable Checksmart Party in accordance with its terms, subject to the General Enforceability Exceptions, and is in full force and effect, (ii) all rents, deposits and additional rents due pursuant to such Real Property Lease have been paid in full and no security deposit or portion thereof has been applied in respect of a material breach or material default under such Real Property Lease that has not been redeposited in full, (iii) there is no existing material breach or material default by the applicable Checksmart Party, Cap C LP or the lessor, Xxxxx XX under any such Real Property Lease, and there are no event has occurred that (with notice, lapse outstanding claims of time or both) would reasonably be expected to constitute such a material breach or material indemnification or notice of default under or termination of any such Real Property Lease by the applicable Checksmart Party or give the applicable Checksmart Party or the lessor thereunder the right to terminate, accelerate or modify in any material respect any such Real Property Lease. Cap C LP held and the Xxxxx XX now holds the leasehold estate on all the Real Property Leases free and clear of all Liens except as set forth on Schedule 3.2.11. The real property leased by Cap C LP and/or the Xxxxx XX is in a state of good maintenance and repair (ordinary wear and tear excepted), adequate and suitable for the purposes for which it is presently being used, and (iv) there are no Checksmart Party has received any notice that it is in material default under any such Real Property Lease which has not been cured in all material respects (it being understood that no representation repair or warranty is given hereby as to any notices required restoration works likely to be given or consents required to be obtained under any such Real Property Lease in connection with the transactions contemplated hereby). Except as disclosed on Schedule 6.7(a), no Affiliate of the Checksmart Parties is the owner or lessor of any Leased Real Property. The Leased Real Property is in good condition and repair (subject to normal wear and tear). To the Knowledge of the Buyer, no Checksmart Party has subleased, licensed or otherwise granted any Person the right to use or occupy any of the Leased Real Propertyleased real properties. Cap C LP was, and the Xxxxx XX now is, in physical possession and actual and exclusive occupation of the whole of each of its leased properties. No Checksmart Party owns environmental claim has been made against Cap C LP or the Xxxxx XX with respect to any interest in Real Property Lease. Neither Cap C LP nor the Xxxxx XX owes any real propertybrokerage commission with respect to any of the Real Property Leases.

Leased Real Property. Schedule 6.7(a) sets forth All real property used by Seller in the Division as of the Financial Statement Date is leased pursuant to a true and complete description of all written agreement (collectively, the "Leased Real Property of Property") and is reflected in the Checksmart PartiesFinancial Statements in accordance with and to the extent required by GAAP. To the Knowledge of the Buyer, the applicable Checksmart Party Seller has a legal and valid and subsisting leasehold estate in such title to all Leased Real Property. To All the Knowledge Leases that are part of the Buyer, a true and correct copy of each Real Property Lease with respect to such Leased Real Property has been made available to the Seller Representative, and no material changes have been made to any Real Property Leases since the date provided. All of the Leased Real Property is used or occupied by the applicable Checksmart Party pursuant to a Real Property Lease. To the Knowledge of the Buyer, with respect to each Real Property Lease: (i) such Real Property Lease is a valid, binding and enforceable obligation of the applicable Checksmart Party in accordance with its terms, subject to the General Enforceability Exceptions, and is Acquired Assets are in full force and effect, (ii) all rents, deposits and additional rents due pursuant to such Real Property Lease have been paid valid and enforceable in full and no security deposit or portion thereof has been applied in respect of a material breach or material default under such Real Property Lease that accordance with their respective terms. Seller has not been redeposited in full, (iii) there is no existing material breach or material default by the applicable Checksmart Party, or the lessor, under received any such Real Property Leasenotice of any, and there exists no event has occurred of default or event that constitutes or would constitute (with notice, notice or lapse of time or both) a default by Seller or, to Seller’s Knowledge, any other Party to any Lease or which would reasonably be expected permit termination, modification or acceleration under such Lease. All rent and other amounts due and payable with respect to constitute the Leases that are part of the Acquired Assets have been paid through the date of this Agreement and all rent and other amounts due and payable with respect to the Leases that are part of the Acquired Assets that are due and payable on or prior to the Closing Date will have been paid prior to the Closing Date. Seller has not received written notice that the landlord with respect to any Lease that is part of the Acquired Assets would refuse to renew such a material breach Lease upon expiration of the period thereof upon substantially the same terms, except as otherwise expressly set forth in such Lease. Each Lease grants Seller the exclusive right to use and occupy the premises demised thereunder, subject to the terms of the applicable Lease. No Lease has been assigned, mortgaged, hypothecated or material default under otherwise encumbered by Seller or to the Knowledge of Seller, any such other party thereto. Seller has not received notice of any pending, proposed or threatened condemnation, expropriation or other proceedings in eminent domain, litigation, administrative actions or other proceedings relating to any Leased Real Property Lease by the applicable Checksmart Party and there is no Lien (except for Permitted Liens or give the applicable Checksmart Party or the lessor thereunder the right to terminate, accelerate or modify in any material respect any such Real Property Lease, and (iv) no Checksmart Party has received any notice that it is in material default under any such Real Property Lease which has not been cured in all material respects (it being understood that no representation or warranty is given hereby as to any notices required Liens to be given or consents required to be obtained under any such Real Property Lease in connection with the transactions contemplated hereby). Except as disclosed on Schedule 6.7(areleased at Closing), no Affiliate of Claim or Order outstanding, pending or threatened relating to the Checksmart Parties is the owner use, occupancy or lessor operation of any Leased Real Property. The Prior to the date hereof, Seller has delivered, or caused to be delivered, to Purchaser true, correct and complete copies of all Leases and other material documents relating to or affecting the Leased Real Property is in good condition and repair (subject to normal wear and tear). To the Knowledge possession or control of the Buyer, no Checksmart Party has subleased, licensed or otherwise granted any Person the right to use or occupy any of the Leased Real Property. No Checksmart Party owns any interest in any real propertySeller.

Leased Real Property. Schedule 6.7(a4.14 identifies all real property currently occupied, used or leased by Sellers in connection with the operation of the Business (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, appurtenances and related rights of every nature, collectively, the “Leased Real Property”). Sellers lease no real property in connection with the operation of the Business, other than the Leased Real Property. Sellers own no real property used in connection with the operation of the Business. Schedule 4.14 separately identifies all real property previously owned, used or leased by either Seller or in which either Seller previously had an interest in connection with the operation of the Business, within ten (10) sets forth a true years prior to the date of this Agreement. Schedule 4.14 identifies each lease agreement, and complete description all amendments and supplements thereto, for each parcel of Leased Real Property shown as currently leased by Seller on Schedule 4.14 (the “Facility Leases”). The use and operation of all Leased Real Property by Sellers conform in all material respects to all applicable building, zoning, safety and subdivision laws and other Legal Requirements (other than Environmental Laws) and, to Sellers’ Knowledge, all restrictive covenants and restrictions and conditions affecting title. Seller has not received any written or, to Sellers’ Knowledge, oral notice of assessments for public improvements against any Leased Real Property or any written or, to Sellers’ Knowledge, oral notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that: (i) relates to violations of building, safety or fire ordinances or regulations at the Checksmart Parties. To Leased Real Property; (ii) claims any material defect or deficiency with respect to any Leased Real Property; or (iii) requests the Knowledge performance of any material repairs, alterations or other work to or in any Leased Real Property or in any streets bounding the Buyer, the applicable Checksmart Party has a valid and subsisting leasehold estate in such Leased Real Property. To the Knowledge No Seller has received a written notice of the Buyerany pending condemnation, a true and correct copy expropriation, eminent domain or similar proceeding affecting all or any portion of each Real Property Lease with respect to such any parcel of Leased Real Property has been made available to Property. There are no leases, subleases, licenses or agreements (including any amendments or modification thereto) granting any other party the Seller Representative, and no material changes have been made to right of use or occupancy of any Real Property Leases since the date provided. All portion of the Leased Real Property is used or occupied by the applicable Checksmart Party pursuant to a Real Property Lease. To the Knowledge of the Buyer, with respect to each Real Property Lease: (i) such Real Property Lease is a valid, binding and enforceable obligation of the applicable Checksmart Party in accordance with its terms, subject to the General Enforceability Exceptions, and is in full force and effect, (ii) all rents, deposits and additional rents due pursuant to such Real Property Lease have been paid in full and no security deposit or portion thereof has been applied in respect of a material breach or material default under such Real Property Lease that has not been redeposited in full, (iii) there is no existing material breach or material default by the applicable Checksmart Party, or the lessor, under any such Real Property LeaseProperty, and no event Seller has occurred that (with noticegranted or entered into any lease, lapse sublease, license, option, right of time first refusal or both) would reasonably be expected other contractual right or similar agreement to constitute such a material breach purchase, assign or material default under any such Real Property Lease by dispose of the applicable Checksmart Party Facility Leases or give the applicable Checksmart Party to allow or the lessor thereunder the right to terminate, accelerate or modify in any material respect any such Real Property Lease, and (iv) no Checksmart Party has received any notice that it is in material default under any such Real Property Lease which has not been cured in all material respects (it being understood that no representation or warranty is given hereby as grant to any notices required to be given or consents required to be obtained under any such Real Property Lease in connection with the transactions contemplated hereby). Except as disclosed on Schedule 6.7(a), no Affiliate of the Checksmart Parties is the owner or lessor of any Leased Real Property. The Leased Real Property is in good condition and repair (subject to normal wear and tear). To the Knowledge of the Buyer, no Checksmart Party has subleased, licensed or otherwise granted any Person third party the right to use or occupy any of the Leased Real Property. No Checksmart Party owns any interest in any real property.Sellers have all certificates of occupancy and Governmental Authorizations necessary for the current and continued use of the Leased Real Property and operation of the Business Facilities. XxxxxXxx Technologies

Leased Real Property. Schedule 6.7(a5.2(l) sets forth a true true, correct and complete description list as of June 30, 2005 of all Material Leases of real property to which any GMACCH Company is a party as a tenant or subtenant (the “Leased Real Property”). True, correct and complete copies of all Material Leases and all amendments, modifications and supplemental agreements thereto, and all subleases in the possession of the Company, Seller or Parent relating to the Leased Real Property have previously been made available by the Company to Investor. Each of the Checksmart Parties. To GMACCH Companies has in all material respects performed, or is now performing in all material respects, its obligations under, and is not in default under (and would not by the Knowledge lapse of time and/or the Buyergiving of notice be in default), the applicable Checksmart Party nor has a valid and subsisting leasehold estate it received notice of default or notice of termination in such respect of, any Material Lease in respect of Leased Real Property. To the Knowledge knowledge of the BuyerParent and Seller, a true and correct copy of each Real Property Lease with respect to such Leased Real Property has been made available to the Seller Representative, and no material changes have been made to any Real Property Leases since the date provided. All of the Leased Real Property is used or occupied by the applicable Checksmart Party pursuant to a Real Property Lease. To the Knowledge of the Buyer, with respect to each Real Property Lease: (i) such no third party is in material default under or has breached in any material respect any Material Lease in respect of Leased Real Property Property, and (ii) no event has occurred and is continuing that, with notice or the passage of time or both, would constitute a material default, violation or breach in any respect under any Material Lease in respect of Leased Real Property, to the knowledge of Parent and Seller, by any third party. Each Material Lease is a validlegal, binding and enforceable obligation of the applicable Checksmart Party or against one or more GMACCH Company in accordance with its termsthe terms of such Material Lease, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to the General Enforceability Exceptions, and general principles of equity (regardless of whether such enforceability is considered in full force and effect, (ii) all rents, deposits and additional rents due pursuant to such Real Property a proceeding in equity or at law). Each Material Lease have been paid in full and no security deposit or portion thereof has been applied in respect of a material breach or material default under such Leased Real Property Lease that has not been redeposited in full, (iii) there is no existing material breach or material default by grants the applicable Checksmart Party, or the lessor, under any such Real Property Lease, and no event has occurred that (with notice, lapse of time or both) would reasonably be expected to constitute such a material breach or material default under any such Real Property Lease by the applicable Checksmart Party or give the applicable Checksmart Party or the lessor thereunder relevant GMACCH Company the right to terminate, accelerate or modify in any material respect any such use and occupy the Leased Real Property Lease, thereunder. Each GMACCH Company has good and (iv) no Checksmart Party has received any notice that valid leasehold estate granted by each Material Lease in respect of Leased Real Property to which it is in material default under any such Real Property Lease which has not been cured a party, free and clear of all Liens, other than Permitted Exceptions. Each GMACCH Company enjoys peaceful and undisturbed possession in all material respects (it being understood that no representation or warranty is given hereby as under its respective Material Leases. No GMACCH Company has sublet to any notices required to be given or consents required to be obtained under third party any such Real Property Lease in connection with the transactions contemplated hereby). Except as disclosed on Schedule 6.7(a), no Affiliate of the Checksmart Parties is the owner or lessor portion of any Leased Real Property. The Leased Real Property is in good condition and repair (subject to normal wear and tear). To the Knowledge of the Buyer, no Checksmart Party has subleased, licensed or otherwise granted any Person the right to use or occupy any of the Leased Real Property. No Checksmart Party owns any interest in any real property.

Leased Real Property. Schedule 6.7(a) sets forth a true 3.2.11 contains an accurate and complete description list of all Leased real property leases, subleases, real property licenses and other occupancy agreements, including without limitation, any modification, amendment or supplement thereto and any other related document or agreement executed or entered into by the CLP, or by Cap C LP in relation to the Cap C Business and assigned to the CLP pursuant to the Conveyance Documents, to which the CLP is a party (as lessee, sublessee, lessor, sublessor, licensor or licensee) (each individually, a "Real Property Lease" and collectively, the "Real Property Leases"). Each Real Property Lease is valid, binding and in full force and effect; all rents and additional rents and other sums, expenses and charges due thereunder to date on each Real Property Lease have been paid; and the lessee has been in peaceable possession since the commencement of the Checksmart Parties. To the Knowledge of the Buyer, the applicable Checksmart Party has a valid and subsisting leasehold estate in such Leased Real Property. To the Knowledge of the Buyer, a true and correct copy original term of each Real Property Lease with respect to such Leased Real Property and no waiver, indulgence or postponement of the lessee's obligations thereunder has been made available granted by the lessor. There exists no default or event of default by Cap C LP or the CLP or to the Seller Representative, and no material changes have been made knowledge of Newport or the Cap C Principals by any other party to any Real Property Leases since Lease; and there exists no occurrence, condition or act (including the date provided. All purchase of the Leased Real Property is used or occupied by the applicable Checksmart Party pursuant to a Real Property Lease. To the Knowledge of the BuyerPurchased Units hereunder) which, with respect to each Real Property Lease: (i) such Real Property Lease is the giving of notice, the lapse of time or the happening of any further event or condition, would become a valid, binding and enforceable obligation default or event of the applicable Checksmart Party in accordance with its terms, subject to the General Enforceability Exceptions, and is in full force and effect, (ii) all rents, deposits and additional rents due pursuant to such Real Property Lease have been paid in full and no security deposit or portion thereof has been applied in respect of a material breach or material default under such Real Property Lease that has not been redeposited in full, (iii) there is no existing material breach or material default by the applicable Checksmart Party, Cap C LP or the lessor, CLP under any such Real Property Lease, and there are no event has occurred that (with notice, lapse outstanding claims of time or both) would reasonably be expected to constitute such a material breach or material indemnification or notice of default under or termination of any such Real Property Lease by the applicable Checksmart Party or give the applicable Checksmart Party or the lessor thereunder the right to terminate, accelerate or modify in any material respect any such Real Property Lease. Cap C LP held and the CLP now holds the leasehold estate on all the Real Property Leases free and clear of all Liens except as set forth on Schedule 3.2.11. The real property leased by Cap C LP and/or the CLP is in a state of good maintenance and repair (ordinary wear and tear excepted), adequate and suitable for the purposes for which it is presently being used, and (iv) there are no Checksmart Party has received any notice that it is in material default under any such Real Property Lease which has not been cured in all material respects (it being understood that no representation repair or warranty is given hereby as to any notices required restoration works likely to be given or consents required to be obtained under any such Real Property Lease in connection with the transactions contemplated hereby). Except as disclosed on Schedule 6.7(a), no Affiliate of the Checksmart Parties is the owner or lessor of any Leased Real Property. The Leased Real Property is in good condition and repair (subject to normal wear and tear). To the Knowledge of the Buyer, no Checksmart Party has subleased, licensed or otherwise granted any Person the right to use or occupy any of the Leased Real Propertyleased real properties. Cap C LP was, and the CLP now is, in physical possession and actual and exclusive occupation of the whole of each of its leased properties. No Checksmart Party owns environmental claim has been made against Cap C LP or the CLP with respect to any interest in Real Property Lease. Neither Cap C LP nor the CLP owes any real propertybrokerage commission with respect to any of the Real Property Leases.

Leased Real Property. Schedule 6.7(aSection 3.18(b) of the Company Disclosure Schedules sets forth a true and complete description list (including street addresses) of all Leased Real Property real property leased, subleased, licensed or similarly used or occupied by any of the Checksmart Parties. To Group Companies (the Knowledge of the Buyer, the applicable Checksmart Party has a valid and subsisting leasehold estate in such “Leased Real Property. To the Knowledge ”) and all Real Property Leases pursuant to which any Group Company is a tenant or landlord as of the Buyer, a true date of this Agreement. True and correct copy complete copies of each all such Real Property Lease Leases (including all amendments, extensions, renewals, guaranties and other agreements with respect to such Leased Real Property has thereto) have been made available to the Seller Representative, and no material changes have been made to any Real Property Leases since the date providedACT. All of the Leased Real Property is used or occupied by the applicable Checksmart Party pursuant to a Real Property Lease. To the Knowledge of the Buyer, with respect to each Real Property Lease: (i) such Each Real Property Lease is a valid, binding and enforceable obligation of the applicable Checksmart Party in accordance with its terms, subject to the General Enforceability Exceptions, and is in full force and effecteffect and is a valid, legal and binding obligation of the applicable Group Company party thereto, enforceable in accordance with its terms against such Group Company and, to the Company’s knowledge, each other party thereto (ii) all rentssubject to applicable bankruptcy, deposits insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and additional rents due pursuant subject to such Real Property Lease have been paid in full and general principles of equity). There is no security deposit or portion thereof has been applied in respect of a material breach or material default under such Real Property Lease that has not been redeposited in full, (iii) there is no existing material breach or material default by any Group Company or, to the applicable Checksmart PartyCompany’s knowledge, or the lessor, any counterparty under any such Real Property Lease, and and, to the Company’s knowledge, no event has occurred that which (with notice, or without notice or lapse of time or both) would reasonably be expected to constitute such a material breach or material default under any such Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by the applicable Checksmart Party or give the applicable Checksmart Party or the lessor thereunder the right any counterparty to terminate, accelerate or modify in any material respect any such Real Property Lease, . The Group Companies’ possession and (iv) no Checksmart Party has received any notice that it is in material default quiet enjoyment of the Leased Real Property under any such Real Property Lease which has not been cured in all materially disturbed, and to the Company’s knowledge, there are no material respects (it being understood that no representation or warranty is given hereby as disputes with respect to any notices required to be given or consents required to be obtained under any such Real Property Lease in connection with the transactions contemplated hereby)Lease. Except as disclosed set forth on Schedule 6.7(a), no Affiliate Section 3.18(b) of the Checksmart Parties is the owner or lessor of any Leased Real Property. The Leased Real Property is in good condition and repair (subject to normal wear and tear). To the Knowledge Company Disclosure Schedules, none of the Buyer, no Checksmart Party has Group Companies have (i) subleased, licensed or otherwise granted any Person the right to use or occupy any of the Leased Real Property. No Checksmart Party owns Property or any portion thereof or (ii) collaterally assigned or granted any other security interest in any Real Property Lease or any interest therein. The Leased Real Property comprises all of the real propertyproperty used by the Group Companies in in the Group Companies’ businesses.

Leased Real Property. Schedule 6.7(a4.16 of the Sellers’ Disclosure Letter sets forth, as of the date of the Original Agreement, each real property lease (together with any amendments, modifications, supplements, guarantees and renewals thereto, each, a “Lease”) sets forth a true to which the Company or any of its Subsidiaries is party, and complete description the street address of each parcel of real property which is leased by the Company or any of its Subsidiaries as lessee together with the identity of the lessee of such real property (all such real property being hereinafter collectively referred to as the “Leased Real Property”). Each identified lessee of any parcel of Leased Real Property has a valid and enforceable leasehold interest under each Lease to which it is a party, free and clear of all Encumbrances, except for Permitted Encumbrances. All Leases are in full force and effect, and neither the Company nor any of its Subsidiaries has received any written notice of any default or event that, with notice or lapse of time, or both, would constitute a default by the identified lessee under any Lease, or would result in the creation of any Encumbrance, except for Permitted Encumbrances, thereunder or pursuant thereto. The Leased Real Property constitutes all of the Checksmart Partiesreal property used, leased or otherwise occupied by the Company and its Subsidiaries to operate its Business. To the Knowledge of the BuyerCompany, there are no condemnation, eminent domain or compulsory purchase proceedings or claims pending or threatened with respect to any portion of the applicable Checksmart Party has a valid and subsisting leasehold estate in such Leased Real Property. To Prior to the Knowledge date of the BuyerOriginal Agreement, a true true, correct and correct copy complete copies of each Real Property Lease with respect to such Leased Real Property has have been made available to the Seller Representative, and no material changes have Purchaser. No Lease has been made to any Real Property Leases since the date provided. All amended or modified except as set forth on Schedule 4.16 of the Leased Real Property is used or occupied by the applicable Checksmart Party pursuant to a Real Property Lease. To the Knowledge of the Buyer, with respect to each Real Property Lease: (i) such Real Property Lease is a valid, binding and enforceable obligation of the applicable Checksmart Party in accordance with its terms, subject to the General Enforceability Exceptions, and is in full force and effect, (ii) all rents, deposits and additional rents due pursuant to such Real Property Lease have been paid in full and no security deposit or portion thereof has been applied in respect of a material breach or material default under such Real Property Lease that has not been redeposited in full, (iii) there is no existing material breach or material default by the applicable Checksmart Party, or the lessor, under any such Real Property Lease, and no event has occurred that (with notice, lapse of time or both) would reasonably be expected to constitute such a material breach or material default under any such Real Property Lease by the applicable Checksmart Party or give the applicable Checksmart Party or the lessor thereunder the right to terminate, accelerate or modify in any material respect any such Real Property Lease, and (iv) no Checksmart Party has received any notice that it is in material default under any such Real Property Lease which has not been cured in all material respects (it being understood that no representation or warranty is given hereby as to any notices required to be given or consents required to be obtained under any such Real Property Lease in connection with the transactions contemplated hereby)Sellers’ Disclosure Letter. Except as disclosed set forth on Schedule 6.7(a), no Affiliate 4.16 of the Checksmart Parties is the owner or lessor of any Leased Real Property. The Leased Real Property is in good condition and repair (subject to normal wear and tear). To the Knowledge Sellers’ Disclosure Letter, neither of the Buyer, no Checksmart Party Company nor its Subsidiaries has subleased, licensed or otherwise granted any Person the right to use or occupy subleased any of the Leased Real Property, and, to the Knowledge of the Company, there are no other Persons occupying or having any current or future right to occupy any part of the Leased Real Property during the term of each of the Leases. There are no leasing or other fees or commissions due in connection with any Lease or any renewal or extension or expansion of any Lease that will be binding on Purchaser or any of its Affiliates or Representatives after the Closing, and no understanding or agreement with any party exists as to payment of any leasing commissions or fees regarding future leases. No Checksmart Party owns security or other deposits made by the Company or any interest Subsidiary under any Lease has been applied towards the obligations of such party in accordance with such Lease and no security or other deposit is in the form of a letter of credit or any real propertyother form other than cash. No counterparty to any Lease has made a request for payment or performance by any guarantor to such Lease.

Leased Real Property. Schedule 6.7(a4.16 of the Sellers’ Disclosure Letter sets forth, as of the date hereof, each real property lease (together with any amendments, modifications, supplements, guarantees and renewals thereto, each, a “Lease”) sets forth a true to which the Company or any of its Subsidiaries is party, and complete description the street address of each parcel of real property which is leased by the Company or any of its Subsidiaries as lessee together with the identity of the lessee of such real property (all such real property being hereinafter collectively referred to as the “Leased Real Property”). Each identified lessee of any parcel of Leased Real Property has a valid and enforceable leasehold interest under each Lease to which it is a party, free and clear of all Encumbrances, except for Permitted Encumbrances. All Leases are in full force and effect, and neither the Company nor any of its Subsidiaries has received any written notice of any default or event that, with notice or lapse of time, or both, would constitute a default by the identified lessee under any Lease, or would result in the creation of any Encumbrance, except for Permitted Encumbrances, thereunder or pursuant thereto. The Leased Real Property constitutes all of the Checksmart Partiesreal property used, leased or otherwise occupied by the Company and its Subsidiaries to operate its Business. To the Knowledge of the BuyerCompany, there are no condemnation, eminent domain or compulsory purchase proceedings or claims pending or threatened with respect to any portion of the applicable Checksmart Party has a valid and subsisting leasehold estate in such Leased Real Property. To Prior to the Knowledge of the Buyerdate hereof, a true true, correct and correct copy complete copies of each Real Property Lease with respect to such Leased Real Property has have been made available to the Seller Representative, and no material changes have Purchaser. No Lease has been made to any Real Property Leases since the date provided. All amended or modified except as set forth on Schedule 4.16 of the Leased Real Property is used or occupied by the applicable Checksmart Party pursuant to a Real Property Lease. To the Knowledge of the Buyer, with respect to each Real Property Lease: (i) such Real Property Lease is a valid, binding and enforceable obligation of the applicable Checksmart Party in accordance with its terms, subject to the General Enforceability Exceptions, and is in full force and effect, (ii) all rents, deposits and additional rents due pursuant to such Real Property Lease have been paid in full and no security deposit or portion thereof has been applied in respect of a material breach or material default under such Real Property Lease that has not been redeposited in full, (iii) there is no existing material breach or material default by the applicable Checksmart Party, or the lessor, under any such Real Property Lease, and no event has occurred that (with notice, lapse of time or both) would reasonably be expected to constitute such a material breach or material default under any such Real Property Lease by the applicable Checksmart Party or give the applicable Checksmart Party or the lessor thereunder the right to terminate, accelerate or modify in any material respect any such Real Property Lease, and (iv) no Checksmart Party has received any notice that it is in material default under any such Real Property Lease which has not been cured in all material respects (it being understood that no representation or warranty is given hereby as to any notices required to be given or consents required to be obtained under any such Real Property Lease in connection with the transactions contemplated hereby)Sellers’ Disclosure Letter. Except as disclosed set forth on Schedule 6.7(a), no Affiliate 4.16 of the Checksmart Parties is the owner or lessor of any Leased Real Property. The Leased Real Property is in good condition and repair (subject to normal wear and tear). To the Knowledge Sellers’ Disclosure Letter, neither of the Buyer, no Checksmart Party Company nor its Subsidiaries has subleased, licensed or otherwise granted any Person the right to use or occupy subleased any of the Leased Real Property, and, to the Knowledge of the Company, there are no other Persons occupying or having any current or future right to occupy any part of the Leased Real Property during the term of each of the Leases. There are no leasing or other fees or commissions due in connection with any Lease or any renewal or extension or expansion of any Lease that will be binding on Purchaser or any of its Affiliates or Representatives after the Closing, and no understanding or agreement with any party exists as to payment of any leasing commissions or fees regarding future leases. No Checksmart Party owns security or other deposits made by the Company or any interest Subsidiary under any Lease has been applied towards the obligations of such party in accordance with such Lease and no security or other deposit is in the form of a letter of credit or any real propertyother form other than cash. No counterparty to any Lease has made a request for payment or performance by any guarantor to such Lease.

Leased Real Property. The Property Leases described in Schedule 6.7(a) sets forth a 3.10.2 attached hereto cover all of the real estate leased by the Seller for which any individual premises requires annual rental payments in excess of $10,000. The Assumed Security Deposit with respect to the Xxxxxxx Assumed Lease is $30,000, and with respect to the Lemon Ave Assumed Lease $5,000 and the Assumed Security Deposits have not been decreased or drawn down. The Seller is the current lessee under each of the Property Leases. A true and complete description copy of all Leased Real Property each of the Checksmart PartiesProperty Leases has been furnished to Purchaser. Each of the Property Leases is in full force and effect in all material respects and the Seller holds a valid and existing leasehold interest under each of such Property Leases. Except as set forth in Schedule 3.10.2, the Seller is not in default, and no circumstances exist which would result in such default (including upon the giving of notice or the passage of time, or both), under any of such Property Leases. To the Knowledge of the BuyerSeller, no lessor under any such lease is in default under any of such leases in its duties to the applicable Checksmart Party lessee. The Seller has not assigned, transferred, conveyed, subjected to a valid and subsisting leasehold estate Security Interest, or otherwise encumbered any interest in such Leased Real Property. To the Knowledge any of the BuyerProperty Leases. All Property Leases are in the name of the Seller as the tenant thereunder. There is no real estate which is used by the Seller or otherwise required in the conduct of its business which is not the subject of a Property Lease. Except as set forth in Schedule 3.10.2, a true no notices of default have been received from any of the landlords under the Property Leases and correct copy no notices of violations have been received from governmental agencies or insurance companies with regard to any of the Property Leases or any of the property covered thereby. The Seller is legally in possession of all space presently occupied by it, and has not sublet or assigned same, nor granted any rights therein to any other party, nor does the Seller share any of the leased space with any other party. Adequate means of ingress and egress exist to and from the premises demised pursuant to each Real Property Lease. The fixed rent due under each Property Lease with respect to such Leased Real Property has been made available paid through the current month. All charges which have been billed to the Seller Representativefor gas, electricity, light, heat, power, sewage, garbage and no material changes have been made to any Real Property Leases since the date provided. All of the Leased Real Property is used telephone and/or other utility services used, rented or occupied by the applicable Checksmart Party pursuant to a Real Property Lease. To the Knowledge of the Buyer, with respect to each Real Property Lease: (i) such Real Property Lease is a valid, binding and enforceable obligation of the applicable Checksmart Party in accordance with its terms, subject to the General Enforceability Exceptions, and is in full force and effect, (ii) all rents, deposits and additional rents due pursuant to such Real Property Lease have been paid in full and no security deposit supplied upon or portion thereof has been applied in respect of a material breach or material default under such Real Property Lease that has not been redeposited in full, (iii) there is no existing material breach or material default by the applicable Checksmart Party, or the lessor, under any such Real Property Lease, and no event has occurred that (with notice, lapse of time or both) would reasonably be expected to constitute such a material breach or material default under any such Real Property Lease by the applicable Checksmart Party or give the applicable Checksmart Party or the lessor thereunder the right to terminate, accelerate or modify in any material respect any such Real Property Lease, and (iv) no Checksmart Party has received any notice that it is in material default under any such Real Property Lease which has not been cured in all material respects (it being understood that no representation or warranty is given hereby as to any notices required to be given or consents required to be obtained under any such Real Property Lease in connection with the transactions contemplated hereby). Except as disclosed on Schedule 6.7(a), no Affiliate of the Checksmart Parties is the owner or lessor of any Leased Real Property. The Leased Real Property is in good condition and repair (subject to normal wear and tear). To the Knowledge of the Buyer, no Checksmart Party has subleased, licensed or otherwise granted any Person the right to use or occupy any of the Leased Real Property. No Checksmart Party owns any interest in any real propertyleased premises have been paid.

Leased Real Property. Schedule 6.7(a4.02(a) of the Seller Disclosure Schedules sets forth a true complete list of each Lease for material real property leased to the Sellers and used in the operation of the Business that constitutes an Assigned Contract (the “Leased Real Property”, which term shall also include the master lease to which the Jacksonville Warehouse Sublease will be subject, notwithstanding that such master lease is not set forth on such Schedule). The Sellers have made available to the Purchaser true, correct and complete description copies of all written Leases for the Leased Real Property. The Sellers are the lessees of the Leased Real Property indicated on Schedule 4.02(a) of the Checksmart Parties. To Seller Disclosure Schedules and the premises leased under the master lease to which the Jacksonville Warehouse will be subject and are in possession and occupancy of the Leased Real Property purported to be leased, and each such Lease is in full force and effect as the valid obligation of the applicable lessee and, to the Knowledge of the BuyerSellers, the applicable Checksmart Party has lessor, without any material default (or event that, with the giving of notice or passage of time, could mature into a valid and subsisting leasehold estate in material default) by such Leased Real Property. To lessee existing thereunder, or, to the Knowledge of the BuyerSellers, by the applicable lessor and the Sellers and their Affiliates have not received any written notice alleging the existence of a true and correct copy of each Real Property default under any Lease. No Lease with respect to such for Leased Real Property has been made available to the assigned by a Seller Representative, and no material changes have been made to portion of any Real Property Leases since the date provided. All of the Leased Real Property has been subleased (except for the subleases to the Purchaser or the Purchaser’s Affiliates contemplated by this Agreement). No Seller nor any Affiliate thereof has created any Liens (other than Permitted Liens or Liens set forth in any applicable Lease for Leased Real Property) on its leasehold interest in any Leased Real Property. No Seller nor any Affiliate thereof is used or occupied by the applicable Checksmart Party pursuant to a Real Property Lease. To the Knowledge of the Buyer, with respect to each Real Property Lease: (i) such Real Property Lease is a valid, binding and enforceable obligation of the applicable Checksmart Party in accordance with its terms, subject to the General Enforceability Exceptionsany contractual requirement to purchase, and is in full force and effectacquire, (ii) all rents, deposits and additional rents due pursuant to such Real Property Lease have been paid in full and no security deposit sell or portion thereof has been applied in respect of a material breach or material default under such Real Property Lease that has not been redeposited in full, (iii) there is no existing material breach or material default by the applicable Checksmart Party, or the lessor, under any such Real Property Lease, and no event has occurred that (with notice, lapse of time or both) would reasonably be expected to constitute such a material breach or material default under any such Real Property Lease by the applicable Checksmart Party or give the applicable Checksmart Party or the lessor thereunder the right to terminate, accelerate or modify in any material respect any such Real Property Lease, and (iv) no Checksmart Party has received any notice that it is in material default under any such Real Property Lease which has not been cured in all material respects (it being understood that no representation or warranty is given hereby as to any notices required to be given or consents required to be obtained under any such Real Property Lease in connection with the transactions contemplated hereby). Except as disclosed on Schedule 6.7(a), no Affiliate of the Checksmart Parties is the owner or lessor dispose of any Leased Real Property. The , and, except as set forth on Schedule 4.02(b) of the Seller Disclosure Schedules, no provision of any Lease or of any note, bond, mortgage, indenture, deed of trust or other contract to which any Seller or any Affiliate thereof is a party affecting any Leased Real Property is in good condition and repair (subject to normal wear and tear). To requires the Knowledge consent or approval of the Buyer, no Checksmart Party has subleased, licensed or otherwise granted any Person for the right to use or occupy any of Transaction (including, without limitation, for the Leased Real Property. No Checksmart Party owns any interest in any real propertysubleases contemplated by this Agreement).

Leased Real Property. Schedule 6.7(a) sets forth The Seller has made available to the Purchaser a true and complete description copy of all Leased Real Property each Lease included in the Acquired Assets and the Lease related to the Hauppauge Office. Each such Lease is legal, valid, binding, enforceable and in full force and effect. Except for the consent of the Checksmart Partieslandlords to the Assumed Leases and the Lease related to the Hauppauge Office, the transactions contemplated by this Agreement do not require the consent of any other party to such Lease except for such consents as have been obtained, will not result in a breach of or Default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing. To the Knowledge of the BuyerSeller, neither the Seller nor any other party to such Lease is in breach or Default under such Lease, and, to the Seller’s Knowledge, no event has occurred or circumstance exists which, with the delivery of notice, the applicable Checksmart Party has passage of time or both, would constitute such a valid and subsisting leasehold estate in breach or Default, or permit the termination, modification or acceleration of rent under such Leased Real Property. To the Knowledge of the Buyer, a true and correct copy of each Real Property Lease with respect to such Leased Real Property has been made available to the Seller Representative, and no material changes have been made to any Real Property Leases since the date provided. All of the Leased Real Property is used or occupied by the applicable Checksmart Party pursuant to a Real Property Lease. To the Knowledge of the BuyerSeller’s Knowledge, with respect to each Real Property Lease: (i) such Real Property Lease is a valid, binding and enforceable obligation of the applicable Checksmart Party in accordance with its terms, subject to the General Enforceability Exceptions, and is in full force and effect, (ii) all rents, deposits and additional rents due pursuant to such Real Property Lease have been paid in full and no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a material breach or material default Default under such Real Property Lease that which has not been redeposited in full. The Seller does not owe and will not owe in the future, (iii) there is no existing material breach any brokerage commissions or material default by the applicable Checksmart Party, or the lessor, under finder's fees with respect to any such Real Property Lease, and no event has occurred that (with notice, lapse of time or both) would reasonably be expected to constitute such a material breach or material default under any such Real Property Lease by the applicable Checksmart Party or give the applicable Checksmart Party or the lessor thereunder the right to terminate, accelerate or modify in any material respect any such Real Property Lease, and (iv) no Checksmart Party has received any notice that it is in material default under any such Real Property Lease which . The Seller has not been cured in all material respects (it being understood that no representation or warranty is given hereby as to any notices required to be given or consents required to be obtained under any such Real Property Lease in connection with the transactions contemplated hereby). Except as disclosed on Schedule 6.7(a), no Affiliate of the Checksmart Parties is the owner or lessor of any Leased Real Property. The Leased Real Property is in good condition and repair (subject to normal wear and tear). To the Knowledge of the Buyer, no Checksmart Party has subleased, licensed or otherwise granted any Person the right to use or occupy any of the such Leased Real PropertyProperty or any portion thereof. No Checksmart Party owns The Seller has not collaterally assigned or granted any other security interest in such Lease or any interest in any real propertytherein.

Leased Real Property. Schedule 6.7(aSection 5.20(b) of the Acquiror Disclosure Schedules sets forth a true and complete description list of all Acquiror Leased Real Property and all Acquiror Real Property Leases (including street addresses, the date thereof and legal names of the Checksmart Parties. To parties thereto, to the Knowledge extent such information exists for such Acquiror Leased Real Property) pursuant to which any Acquiror Group Member is a tenant or landlord as of the Buyer, date of this Agreement. True and complete copies of all such Acquiror Real Property Leases have been made available to the Company. Acquiror or the applicable Checksmart Party Subsidiary has a good, valid and subsisting enforceable leasehold estate interest in each Acquiror Leased Real Property free and clear of all Liens, except for Permitted Liens. The relevant Acquiror Group Member’s possession and quiet enjoyment of the Acquiror Leased Real Property under each Acquiror Real Property Lease has not been disturbed and there are no material disputes with respect to such Acquiror Leased Real Property. To Acquiror’s knowledge, no event has occurred or circumstance exists that, with the Knowledge delivery of notice, passage of time or both, would constitute a breach or default under or permit the Buyertermination or modification of, a true and correct copy or acceleration of each Real Property Lease with respect to rent under, such Leased Real Property has been made available to the Seller Representative, and no material changes have been made to any Real Property Leases since the date provided. All of the Leased Real Property is used or occupied by the applicable Checksmart Party pursuant to a Acquiror Real Property Lease. To the Knowledge of the Buyer, with respect Each Acquiror Group Member has performed all material obligations required to each Real Property Lease: (i) such Real Property Lease is a valid, binding and enforceable obligation of the applicable Checksmart Party in accordance with its terms, subject to the General Enforceability Exceptions, and is in full force and effect, (ii) all rents, deposits and additional rents due pursuant to such Real Property Lease have been paid in full and no security deposit or portion thereof has been applied in respect of a material breach or material default under such Real Property Lease that has not been redeposited in full, (iii) there is no existing material breach or material default be performed by the applicable Checksmart Party, or the lessor, it under any such Acquiror Real Property Lease, and no event Acquiror Group Member has occurred that (with notice, lapse the present expectation or intention of time or both) would reasonably not fully performing on a timely basis all material obligations required to be expected to constitute performed by such a material breach or material default Acquiror Group Member under any such Acquiror Real Property Lease by Lease. The Transactions, this Agreement and any Ancillary Document to be delivered at or before Closing do not require the applicable Checksmart Party or give consent of any other party relating to the applicable Checksmart Party or the lessor thereunder the right to terminateAcquiror Leased Real Property, accelerate or modify in any material respect any such including from landlords under an Acquiror Real Property Lease, and (iv) no Checksmart Party has received any notice that it is whether as a deemed “assignment” or otherwise, will not result in material a breach of or default under any Acquiror Real Property Lease, will not give rise to any termination or recapture rights, and will not otherwise cause any such Acquiror Real Property Lease which has not been cured in all material respects (it being understood that no representation or warranty is given hereby as to any notices required cease to be given or consents required to be obtained under any such Real Property Lease legal, valid, binding, enforceable and in connection with full force and effect on identical terms following the transactions contemplated hereby)Closing. Except as disclosed on Schedule 6.7(a), no Affiliate of the Checksmart Parties is the owner or lessor of any Leased Real Property. The Leased Real Property is in good condition and repair (subject to normal wear and tear). To the Knowledge of the Buyer, no Checksmart Party No Acquiror Group Member has subleased, licensed or otherwise granted any Person the right to use or occupy any of the such Acquiror Leased Real Property. No Checksmart Party owns Property or any portion thereof and no Acquiror Group Member has collaterally assigned or granted any other security interest in such Acquiror Real Property Lease or any interest in any real propertytherein.

Leased Real Property. Schedule 6.7(a4.5(a)(i) sets forth a true and complete description correct list of all each Leased Real Property leased by the Seller, including the address and a description of the Checksmart Parties. To the Knowledge of the Buyer, the applicable Checksmart Party has a valid and subsisting leasehold estate in each such Leased Real Property. To the Knowledge of the Buyer, Schedule 4.5(a)(ii) sets forth a true and correct copy of each Real Property Lease with respect to such Leased Real Property has been made available to the Seller Representative, and no material changes have been made to any Real Property Leases since the date provided. All list of the Leased Real Property is that are used primarily for the Business. Accurate and current copies of all real property leases, subleases, licenses or occupied by other occupancy agreements (and all amendments thereto) directly relating to the applicable Checksmart Party pursuant to a Leased Real Property Leaseon Schedule 4.5(a)(ii) are set forth on Schedule 4.5(a)(iii) (the “Assumed Leases”) and have been delivered to the Buyers. To the Knowledge of the BuyerExcept as set forth on Schedule 4.5(a)(iv), with respect to each Real Property Leaseof the Assumed Leases: (i) such Real Property Lease lease is a legal, valid, binding binding, enforceable and enforceable obligation of the applicable Checksmart Party in accordance with its terms, subject to the General Enforceability Exceptions, and is in full force and effect, ; (ii) all rents, deposits and additional rents due pursuant the transactions contemplated by this Agreement do not require the consent of any other party to such lease, will not result in a breach of or default under such Assumed Lease, and will not otherwise cause such Assumed Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) the Seller’s possession or quiet enjoyment of the Leased Real Property under such Assumed Lease have has not been paid disturbed and there are no disputes with respect to such Assumed Lease; (iv) neither the Seller nor, to the Seller’s Knowledge, any other party to the Assumed Lease is in full breach of or default under such Assumed Lease, and no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such lease; (v) no security deposit or portion thereof deposited with respect to such Assumed Lease has been applied in respect of a material breach of or material default under such Real Property Assumed Lease that has not been redeposited in full, ; (iiivi) there is no existing material breach or material default by the applicable Checksmart PartySeller does not owe, or will not owe in the lessorfuture, under any brokerage commissions or finder’s fees with respect to such Real Property Assumed Lease; (vii) the other party to such Assumed Lease is not an Affiliate of, and no event has occurred that otherwise does not have any economic interest in, the Seller; (with notice, lapse of time or bothviii) would reasonably be expected to constitute such a material breach or material default under any such Real Property Lease by the applicable Checksmart Party or give the applicable Checksmart Party or the lessor thereunder the right to terminate, accelerate or modify in any material respect any such Real Property Lease, and (iv) no Checksmart Party has received any notice that it is in material default under any such Real Property Lease which Seller has not been cured in all material respects (it being understood that no representation or warranty is given hereby as to any notices required to be given or consents required to be obtained under any such Real Property Lease in connection with the transactions contemplated hereby). Except as disclosed on Schedule 6.7(a), no Affiliate of the Checksmart Parties is the owner or lessor of any Leased Real Property. The Leased Real Property is in good condition and repair (subject to normal wear and tear). To the Knowledge of the Buyer, no Checksmart Party has subleased, licensed or otherwise granted any Person the right to use or occupy any of the Leased Real Property. No Checksmart Party owns Property for such Assumed Lease or any portion thereof; (ix) the Seller has not collaterally assigned or granted any other lien in such Assumed Lease or any interest in any real propertytherein; and (x) there are no liens on the estate or interest created by such Assumed Lease.

Leased Real Property. The Assets do not include any owned real property. Schedule 6.7(a) 3.4 sets forth a true and complete description list of all Leased Real Property of the Checksmart Parties. To the Knowledge of the Buyer, the applicable Checksmart Party real property in which Seller has a valid and subsisting leasehold estate in such interest (the “Leased Real Property. To ”, with the Knowledge of leases or other Contracts evidencing such interests, and any amendments or modifications thereto or restatements thereof, being referred to as the Buyer, a true and correct copy of each “Real Property Lease Leases”). Seller has provided Buyer with respect to such Leased complete and accurate copies of all Real Property has been made available to the Seller RepresentativeLeases. The Real Property Leases are in good standing and are valid, binding and enforceable in accordance with their respective terms and no material changes have been made party to any Real Property Leases since the date providedLease has given Seller notice (whether written or oral) of, or made a claim with respect to, any breach or default thereunder. All None of the Leased Real Property is used subject to any assignment, sublease or occupied by grant to any Person of any license or right to the applicable Checksmart Party pursuant to a use, occupancy or enjoyment of the property or any portion thereof except that Crosscutting Concepts, LLC occupies 2,200 square feet of the Leased Real Property Lease. To the Knowledge located on floor 2 of 1000 Xxxxxxxx Xxxxxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxxx Xxxxxxxx 00000, which sublease or occupation is in compliance with and will not (with or without notice or lapse of time) result in a violation of the Buyer, with respect to each Real Property Lease: (i) such Real Property Lease is a validLeases, binding and enforceable obligation of the applicable Checksmart Party in accordance with its terms, subject to the General Enforceability Exceptions, and is in full force and effect, (ii) all rents, deposits and additional rents due pursuant to such Real Property Lease have been paid in full and no security deposit or portion thereof has been applied in respect of a material breach or material default under such Real Property Lease that has not been redeposited in full, (iii) there is no existing material breach or material default by the applicable Checksmart Party, or the lessor, under any such Real Property Lease, and no event has occurred that (with notice, lapse of time or both) would reasonably be expected to constitute such a material breach or material default under any such Real Property Lease by the applicable Checksmart Party or give the applicable Checksmart Party or the lessor thereunder the right to terminate, accelerate or modify in any material respect any such Real Property Lease, and (iv) no Checksmart Party has received any notice that it is in material default under any such Real Property Lease which has not been cured in all material respects (it being understood that no representation or warranty is given hereby except as to any notices required to be given or consents required to be obtained under any such Real Property Lease in connection with the transactions contemplated hereby). Except as disclosed set forth on Schedule 6.7(a), no Affiliate of the Checksmart Parties is the owner or lessor of any Leased Real Property3.4. The Leased Real Property is in good condition and repair (not subject to normal wear any lien or Encumbrances (other than the lien, if any, of current property Taxes and tearassessments not in default and other than as expressly provided for in the Real Property Leases). To The Leased Real Property is not subject to any use restrictions, exceptions, reservations or limitations which in any respect interfere with or impair the Knowledge present and continued use thereof in the Business. Seller has paid on or prior to the date hereof (after giving effect to the Closing) to the applicable landlord all rentals and other amounts due and payable under the Real Property Leases as of the BuyerClosing. Seller has paid on or prior to the date hereof (after giving effect to the Closing) all required impositions under the Real Property Leases (e.g., Taxes, insurance, operating expense) up through and including the day of Closing to the extent the same were due and payable by or as of the Closing Date. There are no Checksmart Party has subleased, licensed unpaid claims for labor or otherwise granted services done to or upon or materials furnished for the Leased Real Property in respect of which liens or Encumbrances have been or may be filed and there is no judgment or Order of any Person court or Governmental Body that is or may become a lien or Encumbrance on the right Leased Real Property. There are no pending or threatened condemnation or other Proceedings or claims relating to use or occupy any of the Leased Real Property. No Checksmart Party owns any interest in any real property.

Leased Real Property. Schedule 6.7(aSection 4.20(b) of the Company Disclosure Schedules sets forth a true and complete description list of all Leased Real Property and all Real Property Leases (including street addresses, the date thereof and legal names of the Checksmart Parties. To parties thereto, to the Knowledge extent such information exists for such Leased Real Property) pursuant to which any Company Group Member is a tenant or landlord as of the Buyer, date of this Agreement. True and complete copies of all such Real Property Leases have been made available to Acquiror. The Company or the applicable Checksmart Party Subsidiary has a good, valid and subsisting enforceable leasehold estate interest in each Leased Real Property free and clear of all Liens, except for Permitted Liens. The relevant Company Group Member’s possession and quiet enjoyment of the Leased Real Property under each Real Property Lease has not been disturbed and there are no material disputes with respect to such Leased Real Property. To the Knowledge Company’s knowledge, no event has occurred or circumstance exists that, with the delivery of notice, passage of time or both, would constitute a breach or default under or permit the Buyertermination or modification of, a true and correct copy or acceleration of each Real Property Lease with respect to rent under, such Leased Real Property has been made available to the Seller Representative, and no material changes have been made to any Real Property Leases since the date provided. All of the Leased Real Property is used or occupied by the applicable Checksmart Party pursuant to a Real Property Lease. To the Knowledge of the Buyer, with respect Each Company Group Member has performed all material obligations required to each Real Property Lease: (i) such Real Property Lease is a valid, binding and enforceable obligation of the applicable Checksmart Party in accordance with its terms, subject to the General Enforceability Exceptions, and is in full force and effect, (ii) all rents, deposits and additional rents due pursuant to such Real Property Lease have been paid in full and no security deposit or portion thereof has been applied in respect of a material breach or material default under such Real Property Lease that has not been redeposited in full, (iii) there is no existing material breach or material default be performed by the applicable Checksmart Party, or the lessor, it under any such Real Property Lease, and no event Company Group Member has occurred that (with noticethe present expectation or intention of not fully performing on a timely basis all material obligations required to be performed by such Company Group Member under any Real Property Lease. The Transactions, lapse this Agreement and any Ancillary Document to be delivered at or before Closing do not require the consent of time any other party relating to the Leased Real Property, including from landlords under a Real Property Lease, whether as a deemed “assignment” or both) would reasonably be expected to constitute such otherwise, will not result in a material breach of or material default under any Real Property Lease, will not give rise to any termination or recapture rights, and will not otherwise cause any such Real Property Lease by the applicable Checksmart Party or give the applicable Checksmart Party or the lessor thereunder the right to terminate, accelerate or modify in any material respect any such Real Property Lease, and (iv) no Checksmart Party has received any notice that it is in material default under any such Real Property Lease which has not been cured in all material respects (it being understood that no representation or warranty is given hereby as to any notices required cease to be given or consents required to be obtained under any such Real Property Lease legal, valid, binding, enforceable and in connection with full force and effect on identical terms following the transactions contemplated hereby)Closing. Except as disclosed on Schedule 6.7(a), no Affiliate of the Checksmart Parties is the owner or lessor of any Leased Real Property. The Leased Real Property is in good condition and repair (subject to normal wear and tear). To the Knowledge of the Buyer, no Checksmart Party No Company Group Member has subleased, licensed or otherwise granted any Person the right to use or occupy any of the such Leased Real Property. No Checksmart Party owns Property or any portion thereof and no Company Group Member has collaterally assigned or granted any other security interest in such Real Property Lease or any interest in any real propertytherein.

Leased Real Property. Section 3(i)(i) of the Disclosure Schedule 6.7(a) sets forth a true and complete list and description of all the real property leased, subleased or licensed by the Company, or for which a right to use or occupy real property has been granted to the Company (the “Leased Real Property”), including identification of the Leased Real Property leased, subleased or licensed to the Company by Alon Realty or for which a right to use or occupy the Leased Real Property has been granted to the Company by Alon Realty (the “Alon Realty Leased Real Property”). Section 3(i)(i) of the Checksmart PartiesDisclosure Schedules also identifies each lease, sublease, license or other Contract or agreement under which the Company leases, subleases, licenses or otherwise uses or occupies the Leased Real Property (including all amendments, modifications, supplements, renewals and extension thereto and guarantees thereof, the “Leases”). Except as set forth on Section 3(i)(i) of the Disclosure Schedule, there are no leases, subleases, options or other agreements relating to or affecting the Leased Real Property to which the Company is a party. The Company is not currently in default of or in violation of any of the terms of any Lease. All of the Leases are in full force and effect, valid, and binding on the Company and, to the Knowledge of the Company, on each counterparty thereto, and enforceable in accordance with their respective terms, subject to the Bankruptcy and Equity Exception. The Company has a valid and enforceable leasehold interest under each Lease, but free and clear of all Encumbrances, other than Permitted Encumbrances, and the Company has not, given or received any written notice of any default (including written notice of any accrued default that is subject only to a notice or cure period) under any Lease which remains unresolved, and to the Knowledge of the Company, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto. To the Knowledge of the BuyerCompany, no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the applicable Checksmart Party has passage of time or both, would result in a valid and subsisting leasehold estate in such Leased Real Propertymaterial default or violation of any Lease. To The transactions contemplated by this Agreement do not require the Knowledge consent of or notice to any landlord or other counterparty under any of the BuyerLeases. The Company has delivered to the Buyer true, correct and complete copies of all of the Leases. The Company has either paid and discharged, or accrued as a true and correct copy of each Real Property Lease liability in the Financial Statements, all payment obligations with respect to such the Leased Real Property has been made available to and there is no payment amount due or payable other than as set forth as a “current liability” in the Seller Representative, and no material changes have been made to any Interim Balance Sheet. The Leased Real Property Leases since constitute all of the date providedparcels and tracts of land primarily used in the Business. All The Company has not assigned, transferred, conveyed, mortgaged, deed in trust, or encumbered its interest in any of the Leased Real Property is used or occupied by the applicable Checksmart Party pursuant to a Real Property Lease. To the Knowledge any of the Buyer, with respect to each Real Property Lease: (i) such Real Property Lease is a valid, binding and enforceable obligation of the applicable Checksmart Party in accordance with its terms, subject to the General Enforceability Exceptions, and is in full force and effect, (ii) all rents, deposits and additional rents due pursuant to such Real Property Lease have been paid in full and no security deposit or portion thereof has been applied in respect of a material breach or material default under such Real Property Lease that has not been redeposited in full, (iii) there is no existing material breach or material default by the applicable Checksmart Party, or the lessor, rights under any such Real Property Lease, and no event has occurred that (with notice, lapse of time or both) would reasonably be expected to constitute such a material breach or material default under any such Real Property Lease by the applicable Checksmart Party or give the applicable Checksmart Party or the lessor thereunder the right to terminate, accelerate or modify in any material respect any such Real Property Lease, and (iv) no Checksmart Party has received any notice that it is in material default under any such Real Property Lease which has not been cured in all material respects (it being understood that no representation or warranty is given hereby as to any notices required to be given or consents required to be obtained under any such Real Property Lease in connection with the transactions contemplated hereby). Except as disclosed on Schedule 6.7(a), no Affiliate of the Checksmart Parties is the owner or lessor of any Leased Real Property. The Leased Real Property is in good condition and repair (subject to normal wear and tear). To the Knowledge of the Buyer, no Checksmart Party has subleased, licensed or otherwise granted any Person the right to use or occupy any of the Leased Real Property. No Checksmart Party owns any interest in any real propertyLeases.

Leased Real Property. Section 5.9(c) of the Disclosure Schedule 6.7(a) sets forth a true correct and complete description list of all real property leased, licensed, or otherwise used or occupied (but not owned) at Closing by each Company (collectively, the ”Leased Real Property”) under any lease, sublease, license, concession, or other agreement allowing for occupancy of the Leased Real Property of the Checksmart Parties(each, a “Real Property Lease”). To the Knowledge of the Buyer, the applicable Checksmart Party Each Company has a valid and subsisting leasehold estate interest in such its Leased Real Property, in each case free and clear of all Encumbrances, other than the Real Estate Encumbrances. To All such Real Property Leases are in full force and effect, and there are no existing breaches or defaults by, or any events that with or without the passage of time or the giving of notice, or both, would constitute a breach, default, or an event of default by, any Company under any Real Property Lease to which it is a party, or, to the Knowledge of the BuyerSellers, a true and correct copy of each by any other party to any such Real Property Lease with respect to such Lease. The operations of the Companies on the Leased Real Property has do not materially violate any applicable Law. All material certificates of occupancy, permits, licenses, approvals and other authorizations required to be held by a Company in connection with the past and present operations of the Companies and the Business on the Leased Real Property have been lawfully issued to such Company and are, as of the date of this Agreement, and will be following the consummation of the Contemplated Transactions, in full force and. The Leased Real Property is in satisfactory operating condition and repair (ordinary wear and tear excepted). Correct and complete copies of the Real Property Leases, including all amendments and modifications thereto, have been delivered or made available to Purchaser prior to the Seller Representativedate of this Agreement, and no material changes have been made to any Real Property Leases since the date provided. All of the Leased Real Property is used or occupied by the applicable Checksmart Party pursuant to a Real Property Lease. To the Knowledge of the Buyer, with respect to each Real Property Lease: (i) such Real Property Lease is a valid, binding and enforceable obligation of the applicable Checksmart Party in accordance with its terms, subject to the General Enforceability Exceptions, and is in full force and effect, (ii) all rents, deposits and additional rents due pursuant to such Real Property Lease have been paid in full and no security deposit or portion thereof has been applied in respect of a material breach or material default under such Real Property Lease that has not been redeposited in full, (iii) there is no existing material breach or material default by the applicable Checksmart Party, or the lessor, under any such Real Property Lease, and no event has occurred that (with notice, lapse of time or both) would reasonably be expected to constitute such a material breach or material default under any such Real Property Lease by the applicable Checksmart Party or give the applicable Checksmart Party or the lessor thereunder the right to terminate, accelerate or modify in any material respect any such Real Property Lease, and (iv) no Checksmart Party has received any notice that it is in material default under any such Real Property Lease which has not been cured in all material respects (it being understood that no representation or warranty is given hereby as to any notices required to be given or consents required to be obtained under any such Real Property Lease in connection with the transactions contemplated hereby). Except as disclosed on Schedule 6.7(a), no Affiliate of the Checksmart Parties is the owner or lessor of any Leased Real Propertydelivery. The Leased Real Property is has not been subleased or licensed by any Company, and the Companies are the only party(ies) in good condition and repair (subject to normal wear and tear). To the Knowledge occupancy of the Buyer, no Checksmart Party has subleased, licensed or otherwise granted any Person the right to use or occupy any of the each Leased Real Property. No Checksmart Party owns any interest in any real property.

Leased Real Property. Schedule 6.7(a(a) sets forth a true Each party will reasonably cooperate with each other and complete description use its commercially reasonable efforts (but without any obligation on the part of all Leased Real Property any of them to make any payment of money) from the date of this Agreement to the First Closing Date to obtain the consent of such Persons to the assignment or novation of the Checksmart Parties. To the Knowledge rights and obligations of the BuyerSeller Parties and their Affiliates (as applicable), or to the applicable Checksmart Party has a valid ability to take any other action necessary to achieve an assignment of such Seller Parties’ and subsisting leasehold estate in such Leased Real Property. To their Affiliates’ rights and obligations, under the Knowledge of the Buyer, a true and correct copy of each Real Property Lease with respect to the Purchaser Leased Space only and a corresponding assumption by Purchaser (or its designee as approved by Landlord) of such Leased rights and obligations under the Real Property has been made available Lease with respect to the Purchaser Leased Space only, such that Purchaser or its designee will have direct privity of contract with the Landlord with respect to such assigned rights and obligations relating to the Purchaser Leased Space and the Seller Representative, Parties and no material changes have been made to any their Affiliates will thereupon be released from all liability and obligations under the Real Property Leases since Lease with respect to the Purchaser Leased Space that accrue following the date providedof such assignment and assumption (any such assignment, novation or assumption pursuant to this Section 5.6(a), the “Direct Lease Resolution”). All Purchaser shall have no obligation to effect the Direct Lease Resolution and the Direct Lease Resolution shall not be deemed to have occurred unless and until (A) either (i) The tenant under the Real Property Lease and Purchaser or its permitted designee (the “Assignee”) have entered into a partial assignment of the Real Property Lease with respect to the Purchased Leased Space in form reasonably satisfactory to Landlord and Purchaser and that includes the terms set forth on Exhibit E attached hereto (the “Partial Assignment”) and the Landlord has consented in writing to such partial assignment or (ii) Landlord and Assignee have entered into a new direct lease for the Purchaser Leased Space, in form reasonably satisfactory to Landlord and Purchaser (the “New Lease”), (B) Purchaser has received the Lease Estoppel, duly executed by Landlord on or after the day that is thirty (30) days prior to the First Closing, or other assurances reasonably acceptable to Purchaser and Parent, each evidencing that there are no defaults or breaches under the Real Property Lease or other conditions that will adversely affect in any respect Assignee’s right to possess, access or otherwise quietly enjoy the Purchaser Leased Space and that Assignee will not be responsible for any rights, obligations or liabilities of Parent or its Affiliates with respect to the Leased Real Property is used other than the Purchaser Leased Space. Notwithstanding the foregoing, or occupied by anything to the applicable Checksmart Party pursuant to a Real Property Lease. To the Knowledge contrary in this Agreement, Purchaser may, in its sole and absolute discretion, but shall have no obligation to, waive receipt of the Buyer, with respect Lease Estoppel in order to each Real Property Lease: (i) such Real Property effectuate the Direct Lease is a valid, binding and enforceable obligation of the applicable Checksmart Party in accordance with its terms, subject to the General Enforceability Exceptions, and is in full force and effect, (ii) all rents, deposits and additional rents due pursuant to such Real Property Lease have been paid in full and no security deposit or portion thereof has been applied in respect of a material breach or material default under such Real Property Lease that has not been redeposited in full, (iii) there is no existing material breach or material default by the applicable Checksmart Party, or the lessor, under any such Real Property Lease, and no event has occurred that (with notice, lapse of time or both) would reasonably be expected to constitute such a material breach or material default under any such Real Property Lease by the applicable Checksmart Party or give the applicable Checksmart Party or the lessor thereunder the right to terminate, accelerate or modify in any material respect any such Real Property Lease, and (iv) no Checksmart Party has received any notice that it is in material default under any such Real Property Lease which has not been cured in all material respects (it being understood that no representation or warranty is given hereby as to any notices required to be given or consents required to be obtained under any such Real Property Lease in connection with the transactions contemplated hereby). Except as disclosed on Schedule 6.7(a), no Affiliate of the Checksmart Parties is the owner or lessor of any Leased Real Property. The Leased Real Property is in good condition and repair (subject to normal wear and tear). To the Knowledge of the Buyer, no Checksmart Party has subleased, licensed or otherwise granted any Person the right to use or occupy any of the Leased Real Property. No Checksmart Party owns any interest in any real propertyResolution.

Leased Real Property. The attached Leased Real Property Schedule 6.7(a) sets forth the address of each Leased Real Property and a list of all Leases of the Company and its Subsidiaries (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for each Leased Real Property. The Company has delivered to Merger Corp. a true and complete description copy of all each such Lease document set forth in Leased Real Property of the Checksmart PartiesSchedule. To the Knowledge of the Buyer, the applicable Checksmart Party has a valid and subsisting leasehold estate Except as set forth in such Leased Real Property. To the Knowledge of the Buyer, a true and correct copy of each Real Property Lease with respect to such Leased Real Property has been made available to the Seller Representative, and no material changes have been made to any Real Property Leases since the date provided. All of the Leased Real Property is used or occupied by the applicable Checksmart Party pursuant to a Real Property Lease. To the Knowledge of the BuyerSchedule, with respect to each Real Property Leaseof the Leases: (ia) such Real Property Lease is a legal, valid, binding binding, enforceable and enforceable obligation of the applicable Checksmart Party in accordance with its terms, subject to the General Enforceability Exceptions, and is in full force and effect, ; (iib) all rents, deposits and additional rents due pursuant the Merger does not require the consent of any other party to such Real Property Lease, will not result in a breach of or default under such Lease, or otherwise cause such Lease have been paid to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (c) the Company is not in breach or default under such Lease and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default or permit the termination, modification or acceleration of rent under such Lease; and, to the Company’s Knowledge, any other party to the Lease is not in breach or default under such Lease and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default or permit the termination, modification or acceleration of rent under such Lease; (d) there are no disputes with respect to such Lease; (e) no security deposit or portion thereof deposited with respect such Lease has been applied in respect of a material breach or material default under such Real Property Lease that has not been redeposited in full, (iii) there is no existing material breach or material default by the applicable Checksmart Party, or the lessor, under any such Real Property Lease, and no event has occurred that (with notice, lapse of time or both) would reasonably be expected to constitute such a material breach or material default under any such Real Property Lease by the applicable Checksmart Party or give the applicable Checksmart Party or the lessor thereunder the right to terminate, accelerate or modify in any material respect any such Real Property Lease, and (iv) no Checksmart Party has received any notice that it is in material default under any such Real Property Lease which has not been cured be redeposited in all material respects full; (it being understood that f) there are no representation or warranty is given hereby as forbearance programs in effect with respect to any notices required to be given or consents required to be obtained under any such Real Property Lease in connection with Lease; and (g) the transactions contemplated hereby). Except as disclosed on Schedule 6.7(a)Company has not assigned, no Affiliate of the Checksmart Parties is the owner or lessor of any Leased Real Property. The Leased Real Property is in good condition and repair (subject to normal wear and tear). To the Knowledge of the Buyer, no Checksmart Party has subleased, licensed mortgaged, deeded in trust or otherwise granted any Person the right to use transferred or occupy any of the Leased Real Property. No Checksmart Party owns encumbered such Lease or any interest in any real propertytherein.

Leased Real Property. Schedule 6.7(a) The attached “Leased Real Property Schedule” sets forth a true and complete description of all Real Property Leases relating to each Leased Real Property of the Checksmart PartiesCompany. To Except as set forth in the Knowledge of the Buyer, the applicable Checksmart Party has a valid and subsisting leasehold estate in such Leased Real Property. To the Knowledge of the Buyer, a true and correct copy of each Real Property Lease with respect to such attached “Leased Real Property has been made available to the Seller Representative, and no material changes have been made to any Real Property Leases since the date provided. All of the Leased Real Property is used or occupied by the applicable Checksmart Party pursuant to a Real Property Lease. To the Knowledge of the BuyerSchedule”, with respect to each Real Property Lease: (i) such Real Property Lease is a legal, valid, binding and enforceable obligation of against the applicable Checksmart Party in accordance with its terms, subject to the General Enforceability Exceptions, Company and is in full force and effecteffect and has not been modified, (ii) all rents, deposits and additional rents due pursuant the transactions contemplated hereby do not require the consent of any other party to such Real Property Lease have been paid and will not result in full a breach of or default under such Real Property Lease, and no security deposit or portion thereof has been applied (iii) the Company is not in respect of a material breach or material default under such Real Property Lease that has not been redeposited in full, (iii) there is no existing material breach or material default by the applicable Checksmart Party, or the lessor, under any such Real Property Lease, and no event has occurred that (or circumstance exists which, with the delivery of notice, lapse passage of time or both) , would reasonably be expected to constitute such a material breach or material default or permit the termination, modification or acceleration of rent under any such Real Property Lease by the applicable Checksmart Party or give the applicable Checksmart Party or the lessor thereunder the right to terminate, accelerate or modify in any material respect any such Real Property Lease, and (iv) no Checksmart Party . The Company has not received any notice that it is in material of any default under any such Real Property Lease which that has not been cured in all material respects (it being understood that no representation or warranty is given hereby as any other termination notice with respect thereto. The Company has made available to any notices required to be given or consents required to be obtained under any such the Purchaser true, complete and correct copies of the Real Property Lease in connection with Leases relating to the transactions contemplated hereby). Except as disclosed on Schedule 6.7(a), no Affiliate of the Checksmart Parties is the owner or lessor of any Leased Real Property. The Company has good and valid leasehold estates in all the Leased Real Property free and clear of all Liens, other than Permitted Liens. No Real Property Lease is in good condition and repair (subject to normal wear any material defenses, setoffs, or counterclaims, and tearno material obligations of any landlords or sublandlords thereunder are delinquent. The “Leased Real Property Schedule” contains a true, correct and complete list of each mortgage, deed of trust or other superior Lien granted to any third party by the applicable landlord under each Real Property Lease, in each case, which have been approved by the Company (each, an “Approved Landlord Lien”). To Except for (A) Approved Landlord Liens or (B) mortgages, deeds of trust and other superior Liens granted to third parties by the Knowledge applicable landlord under each Real Property Lease, in each case of this item (B), which have not been approved by the BuyerCompany, no Checksmart Party has subleasedthe Real Property Leases are not subject to any ground lease, licensed mortgage, deed of trust or otherwise granted other superior Liens or interests (including, for the avoidance of doubt, any Person the present or future right to use or occupy any portion of the Leased Real Property) that would entitle the holder thereof to interfere with or disturb the tenant’s use and enjoyment of the Leased Real Property or the exercise of the tenant’s rights under the Real Property Leases so long as the tenant is not in default under the Real Property Lease. No Checksmart Party owns options available to the Company pursuant to any interest Real Property Lease have been exercised other than pursuant to a writing included in the Real Property Leases. There have been no, and the Company does not expect any, write-offs, abatements or deferrals in rent under any real propertyReal Property Lease as a result of or otherwise arising out of COVID-19 or any COVID-19 Measures. The ability of the Company to perform all obligations required to be performed by it under any Real Property Lease has not been materially limited or adversely affected by or as a result of COVID-19 or any COVID-19 Measures. To the Company’s Knowledge, the ability of each other party to each Real Property Lease to perform all obligations required to be performed by it under the applicable Real Property Lease has not been materially limited or adversely affected by or as a result of COVID-19 or any COVID-19 Measures.

Leased Real Property. Schedule 6.7(aSection 3.18(b) of the Company Disclosure Schedules sets forth a true and complete description list (including street addresses) of all Leased Real Property real property leased by any of the Checksmart Parties. To Group Companies (the Knowledge of the Buyer, the applicable Checksmart Party has a valid and subsisting leasehold estate in such “Leased Real Property. To the Knowledge ”) and all Real Property Leases as of the Buyer, a true date of this Agreement. True and correct copy complete copies of each all such Real Property Lease with respect to such Leased Real Property has Leases have been made available to the Seller Representative, and no material changes have been made to any Real Property Leases since the date providedCascadia. All of the Leased Real Property is used or occupied by the applicable Checksmart Party pursuant to a Real Property Lease. To the Knowledge of the Buyer, with respect to each Real Property Lease: (i) such Each Real Property Lease is a valid, binding and enforceable obligation of the applicable Checksmart Party in accordance with its terms, subject to the General Enforceability Exceptions, and is in full force and effecteffect and is a valid, legal and binding obligation of the applicable Group Company party thereto, enforceable in accordance with its terms against such Group Company and, to the Company’s knowledge, each other party thereto (ii) all rentssubject to applicable bankruptcy, deposits insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and additional rents due pursuant subject to such Real Property Lease have been paid in full and no security deposit or portion thereof has been applied in respect general principles of a material breach or material default under such Real Property Lease that has not been redeposited in full, (iii) there equity). There is no existing material breach or material default by any Group Company or, to the applicable Checksmart PartyCompany’s knowledge, or the lessor, any counterparty under any such Real Property Lease, and no event has occurred that which (with notice, or without notice or lapse of time or both) would reasonably be expected to constitute such a material breach or material default under any such Real Property Lease or would permit termination of, or a material modification or acceleration thereof, by the applicable Checksmart Party or give the applicable Checksmart Party or the lessor thereunder the right any counterparty to terminate, accelerate or modify in any material respect any such Real Property Lease, . The Group Companies’ possession and (iv) no Checksmart Party has received any notice that it is in material default quiet enjoyment of the Leased Real Property under any such Real Property Lease which has not been cured in all disturbed, and there are no material respects (it being understood that no representation or warranty is given hereby as disputes with respect to any notices required Real Property Lease. The Group Companies have not received any written notice of any material violation of Laws with respect to be given or consents required to be obtained under any such Real Property Lease in connection with the transactions contemplated hereby). Except as disclosed on Schedule 6.7(a), no Affiliate of the Checksmart Parties is the owner or lessor of any Leased Real Property. The There is no pending or, to the Company’s knowledge, threatened Proceedings regarding condemnation or other eminent domain Proceedings affecting any Leased Real Property is in good condition and repair (subject Property. There are no leases, subleases, licenses or other agreements granting to normal wear and tear). To the Knowledge of the Buyer, no Checksmart Party has subleased, licensed or otherwise granted any Person other than the Group Companies any right to of use or occupy occupancy of any portion of the Leased Real Property. No Checksmart Party owns any interest All land, buildings, structures and other improvements used by the Group Companies are included in any real propertythe Leased Real Property.

Leased Real Property. Section 3.9(c) of the Company Disclosure Schedule 6.7(a) sets forth a true correct and complete description list of all real property leased, licensed, or otherwise used or occupied (but not owned) at Closing by the Company (collectively, the “Leased Real Property”) under any lease, sublease, license, concession, or other agreement allowing for occupancy of the Leased Real Property of the Checksmart Parties(each, a “Real Property Lease”). To the Knowledge of the Buyer, the applicable Checksmart Party The Company has a valid and subsisting leasehold estate interest in such its Leased Real Property, in each case free and clear of all Encumbrances, other than the Real Estate Encumbrances. All such Real Property Leases are in full force and effect, and there are no existing breaches or defaults by, or any events that with or without the passage of time or the giving of notice, or both, would constitute a breach, default, or an event of default by, the Company under any Real Property Lease to which it is a party by any other party to any such Real Property Lease. To the Knowledge knowledge of the BuyerCompany, a true no event has occurred, and correct copy no circumstances or condition exists or has threatened to exist that would prevent the Business, and the Company in its operation of each Real Property Lease the Business after the Closing Date, from enforcing its rights with respect to such Leased Real Property has after the Closing to the same full extent the Company could if the Contemplated Transactions did not occur. The operations of the Company on the Leased Real Property do not violate any applicable Law. All material certificates of occupancy, permits, licenses, approvals and other authorizations required to be held by the Company in connection with the past and present operations of the Company and the Business on the Leased Real Property have been lawfully issued to the Company and are, as of the date of this Agreement in full force and effect. The Leased Real Property is in satisfactory operating condition and repair (ordinary wear and tear excepted). Correct and complete copies of the Real Property Leases, including all amendments and modifications thereto, have been delivered or made available to Purchaser prior to the Seller Representativedate of this Agreement, and no material changes have been made to any Real Property Leases since the date provided. All of the Leased Real Property is used or occupied by the applicable Checksmart Party pursuant to a Real Property Lease. To the Knowledge of the Buyer, with respect to each Real Property Lease: (i) such Real Property Lease is a valid, binding and enforceable obligation of the applicable Checksmart Party in accordance with its terms, subject to the General Enforceability Exceptions, and is in full force and effect, (ii) all rents, deposits and additional rents due pursuant to such Real Property Lease have been paid in full and no security deposit or portion thereof has been applied in respect of a material breach or material default under such Real Property Lease that has not been redeposited in full, (iii) there is no existing material breach or material default by the applicable Checksmart Party, or the lessor, under any such Real Property Lease, and no event has occurred that (with notice, lapse of time or both) would reasonably be expected to constitute such a material breach or material default under any such Real Property Lease by the applicable Checksmart Party or give the applicable Checksmart Party or the lessor thereunder the right to terminate, accelerate or modify in any material respect any such Real Property Lease, and (iv) no Checksmart Party has received any notice that it is in material default under any such Real Property Lease which has not been cured in all material respects (it being understood that no representation or warranty is given hereby as to any notices required to be given or consents required to be obtained under any such Real Property Lease in connection with the transactions contemplated hereby). Except as disclosed on Schedule 6.7(a), no Affiliate of the Checksmart Parties is the owner or lessor of any Leased Real Propertydelivery. The Leased Real Property has not been subleased or licensed by the Company, and the Company is the only party in good condition and repair (subject to normal wear and tear). To the Knowledge of the Buyer, no Checksmart Party has subleased, licensed or otherwise granted any Person the right to use or occupy any occupancy of the Leased Real Property. No Checksmart Party owns any interest in any real property.

Leased Real Property. Schedule 6.7(aSchedule2.1(m) lists all real property or related premises currently leased or subleased by Seller, and sets forth a true the name of the landlord (or sublandlord, as applicable) and the street address and unit number of the Leased Real Property. True, correct and complete description copies of all leases, subleases, licenses or other agreements (and all amendments, supplements or modifications to each such instrument) with respect to the Leased Real Property of the Checksmart Parties. To the Knowledge of the Buyer(collectively, the applicable Checksmart Party “Lease Documents”) have been made available to Buyer. The Seller has a valid and subsisting enforceable leasehold estate interest in such all Leased Real Property, in each case free and clear of all Liens, other than Permitted Liens. To The Leased Real Property constitutes all real property interests of any nature whatsoever used or held for use in the operation of the Seller’s business as currently conducted. The Seller is not subject to any governmental decree or Order to be sold or is being condemned, expropriated or otherwise taken by any Governmental Authority and, to the Knowledge of the BuyerSeller, a true and correct copy of each Real Property Lease with respect to no such Leased Real Property condemnation, expropriation or taking has been made available to the Seller Representative, and no material changes have been made to any Real Property Leases since the date providedproposed or is contemplated. All of Taxes required to be paid (including real and personal property Taxes and assessments and all special assessments, if any) pertaining to the Leased Real Property is used have been, and will continue to be, paid in full on or occupied by before the applicable Checksmart Party pursuant to a Real Property Leasedate that such Taxes fall due, and there are no currently existing delinquencies with respect thereto. To the Knowledge Seller has not received any written notice of the Buyer, proposed local improvement charges or special levies with respect to each Real Property Lease: (i) such Real Property Lease is a valid, binding and enforceable obligation of the applicable Checksmart Party in accordance with its terms, subject to the General Enforceability Exceptions, and is in full force and effect, (ii) all rents, deposits and additional rents due pursuant to such Real Property Lease have been paid in full and no security deposit or portion thereof has been applied in respect of a material breach or material default under such Real Property Lease that has not been redeposited in full, (iii) there is no existing material breach or material default by the applicable Checksmart Party, or the lessor, under any such Real Property Lease, and no event has occurred that (with notice, lapse of time or both) would reasonably be expected to constitute such a material breach or material default under any such Real Property Lease by the applicable Checksmart Party or give the applicable Checksmart Party or the lessor thereunder the right to terminate, accelerate or modify in any material respect any such Real Property Lease, and (iv) no Checksmart Party has received any notice that it is in material default under any such Real Property Lease which has not been cured in all material respects (it being understood that no representation or warranty is given hereby as to any notices required to be given or consents required to be obtained under any such Real Property Lease in connection with the transactions contemplated hereby). Except as disclosed on Schedule 6.7(a), no Affiliate of the Checksmart Parties is the owner or lessor of any Leased Real Property. The Leased Real Property is in good condition supplied with utilities (including water, sewage, disposal, electricity, gas and repair (subject to normal wear telephone) and tear)other services necessary for the operation of such Leased Real Property as currently operated. To the Knowledge of the BuyerAll buildings, no Checksmart Party has subleased, licensed or otherwise granted structures and appurtenances comprising any Person the right to use or occupy any part of the Leased Real Property. No Checksmart Party owns any interest Property that are currently being used in any real propertythe conduct of Seller’s business are in satisfactory condition and have been well maintained, normal wear and tear excepted.

Leased Real Property. The Leased Real Property constitutes all of the real property leased by the Company. Schedule 6.7(a) 5.9 of the Disclosure Schedule sets forth a true and complete description list of all Leased Real Property of the Checksmart Parties. To the Knowledge of the Buyer, the applicable Checksmart Party has a valid and subsisting leasehold estate in such Leased Real Property. To the Knowledge of the Buyer, a true and correct copy of each Real Property Lease with respect to such Leased Real Property has been made available to the Seller Representative, and no material changes have been made to any Real Property Leases since the date provided. All of for the Leased Real Property is used and such Leases have not been amended, modified, supplemented, extended, renewed or occupied by the applicable Checksmart Party pursuant to a Real Property Lease. To the Knowledge assigned except as set forth on Schedule 5.9 of the Buyer, with Disclosure Schedule. With respect to each Lease for the Leased Real Property, neither the Company nor any Company Subsidiary, or to the Company’s knowledge, any of the other counterparties thereto is in material default under any such Lease. Each of the Company and the Company Subsidiaries, as applicable, has a valid leasehold interest in its Leased Real Property Lease: (i) such free and clear of any Liens other than Permitted Liens and Liens securing the Credit Facility. Each of the Leases for the Leased Real Property Lease is a valid, binding and enforceable obligation of the applicable Checksmart Party in accordance with its terms, subject to the General Enforceability Exceptions, and is in full force and effect, except insofar as the effectiveness of such Lease may be limited by bankruptcy, insolvency or similar laws. Neither the Company nor any Company Subsidiary has received any written notice within the past twenty-four (ii24) all rentsmonths of any pending or, deposits and additional rents due pursuant to such Real Property Lease have been paid in full and no security deposit the Company’s knowledge, threatened condemnations, planned public improvements, annexations or portion thereof has been applied in respect of a material breach or material default under such Real Property Lease that has not been redeposited in fullzoning, (iii) there is no existing material breach or material default by the applicable Checksmart Partysubdivision changes, or the lessor, bankruptcy or insolvency of any landlord under any such Real Property Lease, and no event has occurred Lease that (with notice, lapse of time or both) would reasonably be expected to constitute such have a material breach or and adverse effect on the Leased Real Property. All material default under any such licenses and permits required for the occupancy and operation on the Leased Real Property Lease by as presently being used have been obtained and are in full force and effect, and, in the applicable Checksmart Party or give last three (3) years, neither the applicable Checksmart Party or the lessor thereunder the right to terminate, accelerate or modify in Company nor any material respect any such Real Property Lease, and (iv) no Checksmart Party Company Subsidiary has received any written notice that it is in material default under any such Real Property Lease which has not been cured in all material respects (it being understood that no representation or warranty is given hereby as to any notices required to be given or consents required to be obtained under any such Real Property Lease of violations in connection with the transactions contemplated hereby)same. Except as disclosed on Schedule 6.7(a), no Affiliate The present use of the Checksmart Parties is the owner or lessor of any Leased Real Property. The Leased Real Property is in good condition material compliance with all applicable zoning ordinances, occupancy codes, building codes, fire codes, and repair (subject to normal wear other local governmental regulations, and tear)any applicable recorded covenants. To Neither the Knowledge of the Buyer, no Checksmart Party Company nor any Company Subsidiary has subleased, licensed or otherwise granted any Person anyone the right to use or occupy the Leased Real Property or any portion thereof. Neither the Company nor any Company Subsidiary has collaterally assigned or granted any other security interest in any Lease that will not be released at Closing. The Company or a Company Subsidiary is in full and complete possession of the Leased Real Property and has commenced full occupancy and use of the Leased Real Property. No Checksmart Party owns Except as set forth on Schedule 5.9 of the Disclosure Schedule, none of the Leases requires the consent of any interest in any real propertythird party prior to the consummation by the parties of the transactions contemplated by this Agreement.

Leased Real Property. Schedule 6.7(a) sets forth The Seller has made available to the Purchaser a true and complete description copy of all Leased Real Property each Lease included in the Acquired Assets. Each such Lease is legal, valid, binding, enforceable and in full force and effect. Except for the consent of the Checksmart Partieslandlord to the Warehouse Sublease, consent of the landlord to the San Xxxx Office Lease, consent of the landlord to the Norcross Office Sublease, and the consent of the mortgagee of the Tampa Bay Premises to the Lease thereof contemplated hereby, the transactions contemplated by this Agreement do not require the consent of any other party to such Lease except for such consents as have been obtained, will not result in a breach of or Default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing. To the Knowledge of the BuyerSeller, neither the Seller nor any other party to such Lease is in breach or Default under such Lease, and, to the Seller's Knowledge, no event has occurred or circumstance exists which, with the delivery of notice, the applicable Checksmart Party has passage of time or both, would constitute such a valid and subsisting leasehold estate in breach or Default, or permit the termination, modification or acceleration of rent under such Leased Real Property. To the Knowledge of the Buyer, a true and correct copy of each Real Property Lease with respect to such Leased Real Property has been made available to the Seller Representative, and no material changes have been made to any Real Property Leases since the date provided. All of the Leased Real Property is used or occupied by the applicable Checksmart Party pursuant to a Real Property Lease. To the Knowledge of the BuyerSeller's Knowledge, with respect to each Real Property Lease: (i) such Real Property Lease is a valid, binding and enforceable obligation of the applicable Checksmart Party in accordance with its terms, subject to the General Enforceability Exceptions, and is in full force and effect, (ii) all rents, deposits and additional rents due pursuant to such Real Property Lease have been paid in full and no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a material breach or material default Default under such Real Property Lease that which has not been redeposited in full. The Seller does not owe and will not owe in the future, (iii) there is no existing material breach any brokerage commissions or material default by the applicable Checksmart Party, or the lessor, under finder's fees with respect to any such Real Property Lease. The other party to any such Lease is not an Affiliate of, and no event has occurred that (with noticeotherwise does not have any economic interest in, lapse of time or both) would reasonably be expected to constitute such a material breach or material default under any such Real Property Lease by the applicable Checksmart Party or give the applicable Checksmart Party or the lessor thereunder the right to terminate, accelerate or modify in any material respect any such Real Property Lease, and (iv) no Checksmart Party has received any notice that it is in material default under any such Real Property Lease which Seller. The Seller has not been cured in all material respects (it being understood that no representation or warranty is given hereby as to any notices required to be given or consents required to be obtained under any such Real Property Lease in connection with the transactions contemplated hereby). Except as disclosed on Schedule 6.7(a), no Affiliate of the Checksmart Parties is the owner or lessor of any Leased Real Property. The Leased Real Property is in good condition and repair (subject to normal wear and tear). To the Knowledge of the Buyer, no Checksmart Party has subleased, licensed or otherwise granted any Person the right to use or occupy any of the such Leased Real PropertyProperty or any portion thereof. No Checksmart Party owns The Seller has not collaterally assigned or granted any other security interest in such Lease or any interest in any real propertytherein. Seller enjoys peaceful and undisputed possession under such Lease.

Leased Real Property. (a) Section 5.5(a) of the Disclosure Schedule 6.7(acontains a correct legal description for the facility located at 00000 Xxx Xxxx Xxxxxx and the street address for each Leased Real Property and a list of all Real Property Leases (including, without limitation, all amendments, extensions, renewals, guaranties and other agreements with respect thereto) sets forth for each Leased Real Property. Seller has delivered to Buyer a true and complete description of all Leased Real Property copy of the Checksmart Parties. To most recent property tax xxxx for the Knowledge of the Buyer, the applicable Checksmart Party facility located at 00000 Xxx Xxxx Xxxxxx and has a valid and subsisting leasehold estate in such Leased Real Property. To the Knowledge of the Buyer, delivered to Buyer a true and correct complete copy of each Real Property Lease with respect to such Leased Real Property has been made available to the Seller Representative, and no material changes have been made to any Real Property Leases since the date provided. All of the Leased Real Property is used or occupied by the applicable Checksmart Party pursuant to a written Real Property Lease. To , and in the Knowledge case of any oral Real Property Leases, a written summary of the Buyer, with terms thereof. With respect to each of the Real Property LeaseLeases: (i) such the Real Property Lease is a legal, valid, binding binding, enforceable and enforceable obligation of the applicable Checksmart Party in accordance with its terms, subject to the General Enforceability Exceptions, and is in full force and effect, ; (ii) all rents, deposits and additional rents due pursuant to such neither the transactions contemplated under this Agreement nor any of the Ancillary Agreements shall result in a breach of or default under the Real Property Lease have been paid or otherwise cause the Real Property Lease to cease to be legal, valid, binding, enforceable and in full force and no security deposit or portion thereof has been applied effect on identical terms following the Closing; (iii) none of the Seller Entities nor, to the Knowledge of Seller, any other party to any Real Property Lease is in respect of a material breach or material default under such Real Property Lease that has not been redeposited in full, (iii) there is no existing material breach or material default by the applicable Checksmart Party, or the lessor, under any such Real Property Lease, and no event has occurred that (or circumstance exists which, with the delivery of notice, lapse passage of time or both) , would reasonably be expected to constitute such a material breach or material default or permit the termination, modification or acceleration of rent under any such Real Property Lease; (iv) no party to any Real Property Lease by the applicable Checksmart Party has repudiated any term thereof, and there are no material disputes, oral agreements or give the applicable Checksmart Party or the lessor thereunder the right forbearance programs in effect with respect to terminate, accelerate or modify in any material respect any such Real Property Lease, ; and (ivv) no Checksmart Party Seller Entity has received assigned, subleased, mortgaged, deeded in trust or otherwise transferred or encumbered any notice that it is in material default under any such Real Property Lease which has not been cured in all material respects (it being understood that no representation or warranty is given hereby as to any notices required to be given or consents required to be obtained under any such Real Property Lease in connection with the transactions contemplated hereby). Except as disclosed on Schedule 6.7(a), no Affiliate of the Checksmart Parties is the owner or lessor of any Leased Real Property. The Leased Real Property is in good condition and repair (subject to normal wear and tear). To the Knowledge of the Buyer, no Checksmart Party has subleased, licensed or otherwise granted any Person the right to use or occupy any of the Leased Real Property. No Checksmart Party owns any interest in any real propertytherein.