THE DISCLOSURE
SCHEDULES.
(B)
SCHEDULE 3.8(B) OF 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
17
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 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