DO NOT LEASE (AS LESSEE) ANY
TANGIBLE PERSONAL PROPERTY.
EXCEPT AS SET FORTH ON SCHEDULE 3.11(A), THE
COMPANIES OWN ALL OF THE MATERIAL TANGIBLE PERSONAL PROPERTY LOCATED ON THE
LEASED REAL PROPERTY AND USED BY THEM IN THE OPERATION OF THEIR BUSINESS.
(B)
SCHEDULE 3.11(B) SETS FORTH THE ADDRESS OF EACH LEASEHOLD OR SUBLEASEHOLD
ESTATE AND OTHER RIGHTS TO USE OR OCCUPY ANY LAND, BUILDINGS, STRUCTURES,
IMPROVEMENTS, FIXTURES OR OTHER INTEREST IN REAL PROPERTY HELD BY ANY COMPANY
(OTHER THAN ANY LEASEHOLD FOR STORAGE SPACE THAT IS NOT MATERIAL TO THE BUSINESS
OF THE COMPANIES AND THAT IS TERMINABLE UPON 30 DAYS' (OR LESS) NOTICE) (THE
PORTION(S) THEREOF OCCUPIED BY ANY COMPANY BEING THE "LEASED REAL PROPERTY"),
AND A LIST OF ALL LEASES (INCLUDING ALL AMENDMENTS, EXTENSIONS, RENEWALS,
GUARANTIES AND OTHER AGREEMENTS WITH RESPECT THERETO) FOR EACH SUCH LEASED REAL
PROPERTY (EACH A "LEASE").
WITH RESPECT TO EACH LEASE:
(I) NO COMPANY OWES, OR
WILL OWE IN THE FUTURE, ANY BROKERAGE COMMISSIONS OR FINDER'S FEES WITH RESPECT
TO SUCH LEASE; (II) NO COMPANY HAS SUBLEASED, LICENSED OR OTHERWISE GRANTED ANY
PERSON THE RIGHT TO USE OR OCCUPY SUCH LEASED REAL PROPERTY OR ANY PORTION
THEREOF; AND (III) THERE ARE NO ENCUMBRANCES ON THE ESTATE OR INTEREST CREATED
BY SUCH LEASE OTHER THAN PERMITTED ENCUMBRANCES.
SCHEDULE 3.11(B) CONTAINS AN
ACCURATE AND COMPLETE LIST OF ALL DEVELOPMENT AGREEMENTS, REDEVELOPMENT
AGREEMENTS, DEVELOPMENT AND DISPOSITION AGREEMENTS AND SIMILAR AGREEMENTS, AND
ALL AMENDMENTS, MODIFICATIONS, SUPPLEMENTS, WAIVERS, RENEWALS AND EXTENSIONS
THEREOF TO WHICH A COMPANY IS A PARTY OR BY WHICH IT IS BOUND AS OF THE DATE OF
THIS AGREEMENT.
COMPLETE AND CORRECT COPIES OF THE DOCUMENTS SET FORTH ON
SCHEDULE 3.11(B) HAVE BEEN MADE AVAILABLE TO PURCHASER BY THE COMPANIES PRIOR TO
THE DATE OF THIS AGREEMENT.
(C)
NO COMPANY OWNS OR HAS OWNED ANY REAL PROPERTY.
(D)
THE COMPANIES HAVE MADE AVAILABLE TO PURCHASER, (I) TRUE AND COMPLETE
COPIES OF ALL POLICIES OF TITLE INSURANCE PREVIOUSLY ISSUED WITH RESPECT TO THE
LEASED REAL PROPERTY, OR ANY PORTION THEREOF, WHICH ARE IN THE COMPANIES'
POSSESSION, AND (II) TRUE AND COMPLETE COPIES OF ALL BOUNDARY, LAND OR ALTA
SURVEYS OF THE LEASED REAL PROPERTY, OR ANY PORTION THEREOF, IN THE COMPANIES'
POSSESSION.
(E)
EXCEPT TO THE EXTENT DISCLOSED ON SCHEDULE 2.3, EXECUTION OF THIS
AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS, DO NOT AND SHALL NOT
(I) CONSTITUTE A DEFAULT OR BREACH BY ANY COMPANY UNDER ANY LEASE, (II) GIVE
RISE TO A RIGHT ON THE PART OF ANY LESSOR OR SUBLESSOR OR, TO THE SELLERS'
KNOWLEDGE, ANY OTHER PERSON TO PURCHASE OR TO TERMINATE ANY LEASE, OR TO
RECAPTURE ALL OR ANY PORTION OF THE LEASED REAL PROPERTY, (III) RESULT IN THE
TERMINATION OR CANCELLATION OF ANY OPTION TO RENEW OR EXTEND THE TERM OF ANY
LEASE, OR OF ANY OTHER RIGHT OR OPTION OTHERWISE EXERCISABLE BY THE LESSEE OR
SUBLESSEE, AS APPLICABLE, UNDER ANY OF THE LEASES OR (IV) REQUIRE ANY
AUTHORIZATION, CONSENT, APPROVAL, EXEMPTION OR OTHER ACTION OR NOTICE, UNDER ANY
LEASE.