LOCATION WHERE THE
PERSONAL PROPERTY IS LOCATED.
SCHEDULE 5.10.1(B) LISTS ALL OF THE LEASES OF
REAL PROPERTY TO WHICH THE CORPORATION IS A PARTY OR IS OTHERWISE BOUND
(INCLUDING ALL AMENDMENTS AND MODIFICATIONS THERETO) AND REFLECTS EACH OF THE
NAMES OF THE LESSOR AND LESSEE AND THE ADDRESS OR LOCATION OF THE STORE,
WAREHOUSE OR OTHER ITEM OF REAL PROPERTY.
THE CORPORATION DOES NOT NOW, AND HAS
NOT EVER, OWNED ANY INTEREST IN ANY REAL PROPERTY.
5.10.2
THE CORPORATION HAS DELIVERED TO THE PURCHASER TRUE AND COMPLETE
COPIES OF ALL REAL PROPERTY LEASES AND LEASES OF PERSONAL PROPERTY TO WHICH THE
CORPORATION IS A PARTY OR IS OTHERWISE BOUND (INCLUDING ALL AMENDMENTS AND
MODIFICATIONS THERETO).
EACH SUCH LEASE IS VALID AND SUBSISTING AND IN FULL
FORCE AND EFFECT AND ENFORCEABLE AGAINST THE CORPORATION IN ACCORDANCE WITH ITS
TERMS, SUBJECT TO THE EFFECT OF APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR OTHER SIMILAR FEDERAL OR STATE LAWS AFFECTING THE
RIGHTS OF CREDITORS AND THE EFFECT OR AVAILABILITY OF RULES OF LAW GOVERNING
SPECIFIC PERFORMANCE, INJUNCTIVE RELIEF OR OTHER EQUITABLE REMEDIES (REGARDLESS
OF WHETHER ANY SUCH REMEDY IS CONSIDERED IN A PROCEEDING AT LAW OR EQUITY.
EXCEPT FOR THE ABSENCE OF CONSENTS WITH RESPECT TO THE REQUIRED CONSENT LEASES
AND THE SUPPLY CONTRACTS, NEITHER THE EXECUTION AND DELIVERY OF THIS AGREEMENT
NOR THE CONSUMMATION OF THE
27
TRANSACTIONS CONTEMPLATED HEREBY WILL RESULT IN ANY BREACH OF, OR CONSTITUTE A
DEFAULT (OR EVENT WHICH WITH THE GIVING OF NOTICE OR LAPSE OF TIME, OR BOTH,
WOULD BECOME A DEFAULT) UNDER ANY SUCH LEASE OR GIVE TO THE LESSOR ANY RIGHTS OF
TERMINATION OR CANCELLATION UNDER ANY SUCH LEASE. NO SUCH LEASE RELATES TO A
STORE OR WAREHOUSE THAT HAS BEEN CLOSED.
NO LEASE HAS BEEN ASSIGNED OR
SUBLEASED IN WHOLE OR IN PART BY THE CORPORATION TO ANOTHER PERSON.
THE
CORPORATION AND, TO THE CORPORATION'S KNOWLEDGE, THE LESSOR THEREOF, HAVE
PERFORMED ALL OF ITS RESPECTIVE OBLIGATIONS, AND THERE IS NO DEFAULT THEREOF, OR
EVENT, WHICH WITH THE GIVING OF NOTICE, THE PASSAGE OF TIME OR BOTH, WOULD
RESULT IN A DEFAULT ON THE PART OF, OR ACCELERATION OF OBLIGATIONS OF, EITHER
THE CORPORATION OR, TO THE CORPORATION'S KNOWLEDGE, THE LESSOR, UNDER ANY SUCH
LEASE.
THE CORPORATION HAS NOT ASSIGNED, HYPOTHECATED, PLEDGED, MORTGAGED, OR
ENCUMBERED ITS INTEREST, OR ANY PART THEREOF, AS LESSEE UNDER ANY SUCH LEASE.
5.10.3
ALL PERSONAL PROPERTY LEASED BY THE CORPORATION AS LESSEE IS IN GOOD
WORKING CONDITION, ORDINARY WEAR AND TEAR EXCEPTED, HAS BEEN MAINTAINED AS
REQUIRED BY AND IN ACCORDANCE WITH THE TERMS OF EACH SUCH LEASE, AND IS SUITABLE
FOR THE PRESENT USE THEREOF.
THE CURRENT USE BY THE CORPORATION OF THE STORES,
WAREHOUSES, OTHER ITEMS OF REAL PROPERTY, AND PERSONAL PROPERTY LEASED BY IT
DOES NOT VIOLATE THE TERMS OF ANY LEASE OR CONFLICT WITH ANY CONTRACT TO WHICH
THE CORPORATION IS A PARTY OR IS OTHERWISE BOUND.
5.10.4
EXCEPT FOR THE EXCLUDED ASSETS, THE ASSETS OF THE CORPORATION AS OF
THE CONTRACT DATE ARE ALL