EACH OF SUCH REAL
PROPERTY LEASES AND REAL PROPERTY SUBLEASES.
(B)
SCHEDULE 3.21(B) OF THE SELLER DISCLOSURE SCHEDULE SETS FORTH THE
ADDRESS AND/OR LOCATION AND THE GENERAL USE WITHIN EACH SPECIFIED BUSINESS OF
EACH OWNED REAL PROPERTY AND EACH LEASED REAL PROPERTY LISTED ON SCHEDULE
3.21(A) OF THE SELLER DISCLOSURE SCHEDULE.
(C)
SUBJECT TO THE ENTRY OF THE [CONFIRMATION ORDER]TRANSACTION ORDER
(AND/OR THE ENTRY OF AN ORDER PRIOR TO THE CLOSING PURSUANT TO SECTION 365 OF
THE BANKRUPTCY CODE AUTHORIZING THE ASSUMPTION AND, IF APPLICABLE, ASSIGNMENT OF
ASSIGNED CONTRACTS), ALL TRANSFERRED REAL PROPERTY LEASES AND TRANSFERRED
RIGHTS-OF-WAY, WHEN ASSUMED BY SELLER OR ITS AFFILIATES AND ASSIGNED TO BUYER OR
ITS AFFILIATES PURSUANT TO THIS AGREEMENT AND THE [CONFIRMATION]TRANSACTION
ORDER (OR SUCH OTHER ORDER), WILL BE IN FULL FORCE AND EFFECT AND WILL BE
ENFORCEABLE AGAINST EACH PARTY THERETO IN ACCORDANCE WITH THE EXPRESS TERMS
THEREOF AND WILL NOT REQUIRE ANY CONSENT OF ANY PERSON OR ANY PAYMENT THEREUNDER
IN RESPECT OF SUCH ASSIGNMENT (UNLESS SUCH PAYMENT IS MADE BY SELLER OR ANY OF
ITS AFFILIATES ON OR PRIOR TO THE CLOSING) AND ANY VIOLATION, BREACH OR EVENT OF
DEFAULT, OR EVENT OR CONDITION THAT, AFTER NOTICE OR LAPSE OF TIME OR BOTH (TO
THE EXTENT REQUIRED), WOULD CONSTITUTE A VIOLATION, BREACH OR EVENT OF DEFAULT
THEREUNDER ON THE PART OF SELLER OR ANY OF ITS AFFILIATES EXISTING PRIOR TO SUCH
ASSUMPTION AND ASSIGNMENT WILL BE FULLY DISCHARGED AND NONE OF BUYER NOR ANY OF
ITS AFFILIATES SHALL HAVE ANY RESPONSIBILITY THEREFOR. TO THE KNOWLEDGE OF
SELLER, NO OTHER PARTY TO ANY TRANSFERRED REAL PROPERTY LEASE OR TRANSFERRED
RIGHT-OF-WAY IS IN DEFAULT, VIOLATION OR BREACH OF SUCH TRANSFERRED REAL
PROPERTY LEASE OR TRANSFERRED RIGHT-OF-WAY AND THERE
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ARE NO DISPUTES PENDING OR THREATENED THEREUNDER OTHER THAN THOSE DEFAULTS,
VIOLATIONS, BREACHES AND DISPUTES THAT WOULD NOT, INDIVIDUALLY OR IN THE
AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT. NEITHER THE
TRANSFERRED OWNED REAL PROPERTY NOR THE TRANSFERRED LEASED REAL PROPERTY IS
SUBJECT TO ANY MATERIAL REAL PROPERTY SUBLEASE.
(D)
SELLER HAS NOT RECEIVED NOTICE AND HAS NO KNOWLEDGE OF ANY
PENDING, THREATENED OR CONTEMPLATED MATERIAL CONDEMNATION PROCEEDING AFFECTING
THE TRANSFERRED OWNED REAL PROPERTY OR THE LEASED REAL PROPERTY OR ANY PART
THEREOF, OR OF ANY SALE OR OTHER DISPOSITION OF THE TRANSFERRED OWNED REAL
PROPERTY OR THE LEASED REAL PROPERTY OR ANY PART THEREOF IN LIEU OF
CONDEMNATION.
SECTION 3.22
ABSENCE OF LIABILITIES. EXCEPT TO THE EXTENT OF ANY CLAIMS
THAT WILL BE DISCHARGED (OR THE FUNCTIONAL EQUIVALENT THEREOF IN TERMS OF ITS
EFFECT ON BUYER, EACH SPECIFIED BUSINESS, THE TRANSFERRED ASSETS AND THE ASSUMED
LIABILITIES) PURSUANT TO THE DISCHARGE (OR, AS APPLICABLE, THE MCE DISCHARGE OR
AN ADDITIONAL DISCHARGE), EACH SPECIFIED BUSINESS HAS NO LIABILITIES AND THERE
IS NO EXISTING CONDITION, SITUATION OR SET OF CIRCUMSTANCES THAT, INDIVIDUALLY
OR IN THE AGGREGATE, WOULD REASONABLY BE EXPECTED TO RESULT IN A LIABILITY OF
ANY SPECIFIED BUSINESS, OTHER THAN (A) LIABILITIES SPECIFICALLY REFLECTED,
RESERVED AGAINST OR OTHERWISE DISCLOSED IN THE