COMPANY OR THE SUBSIDIARY (THE "LEASED REAL PROPERTY").
THE
COMPANY HAS DELIVERED TO BUYER TRUE, CORRECT AND COMPLETE COPIES OF THE LEASES,
SUBLEASES, LICENSES AND OTHER AGREEMENTS FOR OCCUPANCY, INCLUDING ALL
AMENDMENTS, EXTENSIONS AND OTHER MODIFICATIONS THERETO (THE "LEASES") WITH
RESPECT TO EACH LEASED REAL PROPERTY AS LISTED IN SCHEDULE 3.17(B).
WITH
RESPECT TO EACH LEASE LISTED IN SCHEDULE 3.17(B):
(I)
EACH LEASE IS LEGAL, VALID, BINDING, ENFORCEABLE, AND IN
FULL FORCE AND EFFECT, SUBJECT TO THE EFFECT OF BANKRUPTCY, INSOLVENCY,
REORGANIZATION, LIQUIDATION, DISSOLUTION, MORATORIUM OR OTHER SIMILAR LAWS
RELATING TO OR AFFECTING THE RIGHTS OF CREDITORS GENERALLY AND TO THE EFFECT OF
THE APPLICATION OF GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER
CONSIDERED IN PROCEEDINGS AT LAW OR IN EQUITY).
(II)
NEITHER THE COMPANY NOR THE SUBSIDIARY IS IN MATERIAL BREACH
OR DEFAULT UNDER ANY LEASE, NOR, TO THE SHAREHOLDERS' KNOWLEDGE, IS ANY OTHER
PARTY TO ANY LEASE IN DEFAULT THEREUNDER IN ANY MATERIAL RESPECT.
TO THE
SHAREHOLDERS' KNOWLEDGE, NO EVENT HAS OCCURRED THAT, WITH NOTICE OR LAPSE OF
TIME, WOULD CONSTITUTE A MATERIAL BREACH OR DEFAULT OR PERMIT TERMINATION,
MODIFICATION, OR ACCELERATION UNDER ANY LEASE.
(III)
NO SECURITY DEPOSIT OR PORTION THEREOF DEPOSITED WITH
RESPECT TO ANY LEASE HAS BEEN APPLIED IN RESPECT OF A BREACH OF OR DEFAULT UNDER
ANY LEASE THAT HAS NOT BEEN REDEPOSITED IN FULL.
(IV)
NEITHER THE COMPANY, NOR THE SUBSIDIARY OWES, OR WILL OWE IN
THE FUTURE, ANY BROKERAGE COMMISSIONS OR FINDER'S FEES WITH RESPECT TO ANY
LEASE.
(V)
NEITHER THE COMPANY, NOR THE SUBSIDIARY HAS SUBLEASED,
LICENSED OR OTHERWISE GRANTED ANY PERSON THE RIGHT TO USE OR OCCUPY THE LEASED
REAL PROPERTY OR ANY PORTION THEREOF.
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(VI)
NEITHER THE COMPANY, NOR THE SUBSIDIARY HAS COLLATERALLY
ASSIGNED OR GRANTED ANY OTHER LIEN IN ANY LEASE OR ANY INTEREST THEREIN.
(VII)
THERE ARE NO LIENS AGAINST THE COMPANY OR THE SUBSIDIARY
ON
THE ESTATE OR INTEREST CREATED BY ANY LEASE.
(VIII)
NEITHER THE COMPANY OR THE SUBSIDIARY, NOR TO THE SHAREHOLDERS'
KNOWLEDGE, ANY THIRD PARTY, HAS REPUDIATED OR WAIVED ANY MATERIAL PROVISION OF
ANY LEASE.
(C)
THE COMPANY OR THE SUBSIDIARY HAS A VALIDLY EXISTING AND
ENFORCEABLE LEASEHOLD OR SUBLEASEHOLD INTEREST IN THE PREMISES DEMISED UNDER
EACH OF THE LEASES, EXCEPT AS SUCH ENFORCEABILITY MAY BE LIMITED BY (I)
APPLICABLE BANKRUPTCY, INSOLVENCY OR SIMILAR LAWS AFFECTING THE ENFORCEMENT OF
CREDITORS' RIGHTS GENERALLY AND (II) GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF
WHETHER SUCH ENFORCEABILITY IS CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW).
THE RENTAL SET FORTH IN EACH OF THE LEASES IS THE ACTUAL RENTAL BEING PAID, AND
THERE ARE NO SEPARATE AGREEMENTS OR UNDERSTANDING WITH RESPECT TO THE SAME.
THE
IMPROVEMENTS LOCATED ON THE REAL PROPERTY UNDER THE LEASES ARE IN REASONABLE
CONDITION IN ALL MATERIAL RESPECTS (EXCEPT FOR ORDINARY WEAR AND TEAR, NORMAL
REPAIRS AND MAINTENANCE).
(D)
THE OWNED REAL PROPERTY AND THE LEASED REAL PROPERTY AND THE
USE THEREOF CONFORM IN ALL MATERIAL RESPECTS WITH ALL COVENANTS AND RESTRICTIONS
AND ALL APPLICABLE BUILDING, ZONING, ENVIRONMENTAL, LAND USE