(II), THE "PURCHASED
INTERNET ASSETS").
(B)
SUBJECT TO SECTION 10.17 HEREOF, WITHIN FIVE (5) BUSINESS DAYS
FOLLOWING THE RECEIPT OF A REQUIRED LANDLORD CONSENT TO THE ASSIGNMENT OF, OR
THE SATISFACTION OF A NOTICE REQUIREMENT UNDER, ANY LEASE IDENTIFIED ON THE
"PREFERRED LIST" ON
EXHIBIT 2.1(B)(I) ATTACHED HERETO (EACH, AN "ACQUIRED
LEASE"), THE SELLER SHALL DELIVER TO THE REAL ESTATE BUYER ONE OR MORE NOTICES
STATING THAT SUCH CONSENT HAS BEEN RECEIVED OR SUCH NOTICE REQUIREMENT HAS BEEN
SATISFIED (EACH, A "CLOSING NOTICE"); PROVIDED THAT WITH RESPECT TO ANY ACQUIRED
LEASE FOR WHICH NO CONSENT OR NOTICE TO ASSIGNMENT IS REQUIRED, THE SELLER SHALL
GIVE THE CLOSING NOTICE WITHIN TEN (10) BUSINESS DAYS OF THE INTERNET CLOSING
DATE; PROVIDED, FURTHER, THAT IN THE EVENT SELLER HAS NOT BY JANUARY 31, 2008
NEGOTIATED EXTENSIONS TO THOSE LEASES ON THE PREFERRED LIST ON
EXHIBIT 2.1(B)(I) WITH LEASE EXPIRATION DATES EARLIER THAN FEBRUARY 28, 2018,
INCLUDING ANY OPTIONS TO RENEW, TO PROVIDE FOR LEASE EXPIRATION DATES OF LATER
THAN FEBRUARY 28, 2018 AND OTHERWISE ON SUBSTANTIALLY THE SAME TERMS AS THE
CURRENT LEASE OR ON TERMS CONSISTENT WITH FAIR MARKET VALUE, REAL ESTATE BUYER
SHALL HAVE THE OPTION OF (A) PURCHASING SUCH LEASES AT THE AMOUNT SET FORTH IN
SECTION 2.5(B)(I) HERETO OR (B) SELECTING A LEASE FROM THE ALTERNATE LIST ON
EXHIBIT 2.1(B)(I) AND ANY LEASES SO SELECTED SHALL BE DEEMED TO BE AN "ACQUIRED
LEASE" IN LIEU OF THE LEASE FOR WHICH SELLER WAS UNABLE TO RECEIVE AN EXTENSION
OR (C) SO LONG AS THE REAL ESTATE BUYER PURCHASES NO FEWER THAN FIFTEEN (15)
LEASES, TERMINATING ITS OBLIGATION TO PURCHASE SUCH LEASE.
EACH CLOSING NOTICE
SHALL SPECIFY THE REAL ESTATE CLOSING DATE FOR THE CLOSING OF THE PURCHASE OF
THE APPLICABLE ACQUIRED LEASE (WHICH REAL ESTATE CLOSING DATE SHALL BE AS SOON
AS REASONABLY PRACTICABLE BUT IN NO EVENT LATER THAN FEBRUARY 29, 2008).
ON
SUCH REAL ESTATE CLOSING DATE AND SUBJECT TO THE PROVISIONS OF THIS AGREEMENT,
THE SELLER SHALL SELL, TRANSFER AND ASSIGN OR SHALL CAUSE ITS APPROPRIATE
AFFILIATE TO SELL, TRANSFER AND ASSIGN TO THE REAL ESTATE BUYER FREE AND CLEAR
FROM ANY AND ALL LIENS (OTHER THAN PERMITTED LIENS THAT ARE NOT TERMINABLE
LIENS), AND THE REAL ESTATE BUYER SHALL PURCHASE ALL RIGHT, TITLE AND INTEREST
THE SELLER GROUP POSSESSES IN AND TO THE PROPERTIES, ASSETS AND CONTRACTS LISTED
ON EXHIBIT 2.1(B)(II) ATTACHED HERETO AND ANY BENEFITS OF ANY INSURANCE COVERAGE
(TO THE EXTENT TRANSFERABLE) RELATED TO THE FOREGOING PROPERTIES, ASSETS AND
CONTRACTS (COLLECTIVELY, THE "PURCHASED REAL ESTATE ASSETS").
11
2.2
RETAINED ASSETS.
(A)
THE PURCHASED INTERNET ASSETS SHALL NOT INCLUDE ANY ASSETS, RIGHTS
OR PROPERTIES NOT IDENTIFIED IN SECTION 2.1(A).
WITHOUT LIMITING THE GENERALITY
OF THE FOREGOING SENTENCE AND NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN,
THE SELLER OR ITS AFFILIATES SHALL RETAIN ALL OF THEIR RESPECTIVE RIGHT, TITLE
AND INTEREST IN AND TO, AND SHALL NOT, AND SHALL NOT BE DEEMED TO, SELL,
TRANSFER, ASSIGN, CONVEY OR DELIVER TO THE INTERNET BUYERS, AND THE PURCHASED