THE DISCLOSURE SCHEDULES CONTAINS A COMPLETE AND
CORRECT LIST, AS OF THE DATE HEREOF, OF ALL BUSINESS REAL PROPERTY SUBJECT TO A
LEASE OR SUBLEASE (THE "LEASED REAL PROPERTY").
SCHEDULE 3.8(B) SETS FORTH, FOR
EACH OF THE LEASED REAL PROPERTY, THE ADDRESS, LANDLORD AND TENANT FOR EACH SUCH
LEASE OR SUBLEASE (THE "LEASES").
A MEMBER OF THE SELLER GROUP HOLDS A VALID
LEASEHOLD INTEREST IN THE LEASED REAL PROPERTY, IN EACH CASE, SUBJECT ONLY TO
THE TERMS, COVENANTS AND CONDITIONS OF THE APPLICABLE LEASE OR ANY LIENS OR
OTHER ENCUMBRANCES CREATED BY THE LANDLORD OR PREDECESSORS TO THE LANDLORD.
SELLER HAS DELIVERED TRUE, CORRECT AND COMPLETE COPIES OF ALL LEASES WITH
RESPECT TO THE LEASED REAL PROPERTY, INCLUDING ALL AMENDMENTS, ASSIGNMENTS AND
AGREEMENTS RELATING THERETO TO BUYER.
AS OF THE DATE HEREOF, ALL LEASES
RELATING TO THE LEASED REAL PROPERTY ARE IN FULL FORCE AND EFFECT AND CONSTITUTE
LEGAL, VALID AND BINDING OBLIGATIONS OF SELLER OR OTHER MEMBERS OF THE SELLER
GROUP.
THERE EXIST NO DEFAULTS OR CONDITIONS WHICH WITH THE GIVING OF NOTICE OR
THE PASSAGE OF TIME, OR BOTH, WOULD CONSTITUTE A DEFAULT BY ANY MEMBER OF THE
SELLER GROUP, OR TO THE
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KNOWLEDGE OF SELLER, THE OTHER PARTY OR PARTIES THERETO WITH RESPECT TO THE
LEASES FOR THE LEASED REAL PROPERTY.
NO MEMBER OF THE SELLER GROUP (I) HAS
TRANSFERRED ANY PORTION OF ITS LEASEHOLD INTEREST IN ANY OF THE LEASES
(INCLUDING, WITHOUT LIMITATION, BY SUBLEASE, ASSIGNMENT OR OTHERWISE); NOR
(II) IS PERMITTING ANY UNRELATED THIRD PARTIES TO OCCUPY ANY PREMISES SUBJECT TO
ANY OF THE LEASES OTHER THAN PURSUANT TO THE WRITTEN TERMS OF SUCH LEASES.
(C)
(I) TO THE KNOWLEDGE OF SELLER, THE USE AND OPERATION BY SELLER GROUP OF
THE BUSINESS REAL PROPERTY DOES NOT VIOLATE ANY INSTRUMENT OF RECORD OR
AGREEMENT AFFECTING THE BUSINESS REAL PROPERTY; (II) TO THE KNOWLEDGE OF SELLER,
THERE IS NO VIOLATION OF ANY COVENANT, CONDITION, RESTRICTION, OR EASEMENT
RELATING TO THE BUSINESS REAL PROPERTY; (III) NO MEMBER OF THE SELLER GROUP HAS
RECEIVED NOTICE OF VIOLATIONS OF ANY APPLICABLE BUILDING, ZONING, SUBDIVISION,
LAND USE AND OTHER SIMILAR APPLICABLE LAWS AFFECTING THE BUSINESS REAL PROPERTY
("REAL PROPERTY LAWS"); (IV) TO THE KNOWLEDGE OF SELLER, NONE OF THE BUSINESS
REAL PROPERTY IS SUBJECT TO ANY PENDING OR THREATENED SUIT FOR CONDEMNATION OR
OTHER TAKING BY ANY GOVERNMENTAL AUTHORITY; AND (V) ALL UTILITIES (INCLUDING,
WITHOUT LIMITATION, ELECTRICITY, WATER, HEAT, VENTILATION AND AIR CONDITIONING)
NECESSARY FOR THE USE OF THE BUSINESS REAL PROPERTY FOR ITS CURRENT USE BY THE
BUSINESS ARE AVAILABLE TO THE BUSINESS REAL PROPERTY.
(D)
TO THE KNOWLEDGE OF SELLER, ALL INVENTORY OF THE BUSINESS, WHETHER
REFLECTED ON THE REFERENCE BALANCE SHEET OR SUBSEQUENTLY ACQUIRED OR
MANUFACTURED, CONSISTS OF A QUALITY AND QUANTITY EXPECTED TO BE USABLE AND/OR
SALABLE IN THE ORDINARY COURSE OF BUSINESS, EXCEPT FOR INVENTORY THAT IS
CONSIDERED BY THE SELLER TO BE EXCESS OR OBSOLETE AND WHICH HAS BEEN WRITTEN
DOWN IN ACCORDANCE WITH SELLER'S NORMAL ACCOUNTING PRACTICES AND IN ACCORDANCE
WITH GAAP