(WHETHER WRITTEN OR ORAL) TO WHICH THE COMPANY, SUBSIDIARY OR AFFILIATE
IS A PARTY OR BY WHICH THE COMPANY OR ANY SUBSIDIARY OR ANY OF ITS ASSETS OR
PROPERTIES ARE BOUND AND, THERE EXISTS NO EVENT OR CONDITION WHICH (WHETHER WITH
OR WITHOUT NOTICE, LAPSE OF TIME, OR BOTH) COULD CONSTITUTE A DEFAULT
THEREUNDER, GIVE RISE TO A RIGHT TO ACCELERATE, MODIFY OR TERMINATE ANY
PROVISION THEREOF OR GIVE RISE TO ANY ENCUMBRANCE ON ITS PROPERTY OR ASSETS OR A
RIGHT TO ANY ADDITIONAL OR GUARANTEED PAYMENTS; AND TO THE SELLER'S KNOWLEDGE,
NO OTHER PARTY TO ANY SUCH CONTRACT IS IN BREACH OR DEFAULT THEREOF.
(B)
EACH CONTRACT LISTED ON SCHEDULE 3.15 IS VALID AND IN FULL FORCE
AND EFFECT AND CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF THE COMPANY,
SUBSIDIARY OR AFFILIATE, AND, TO THE SELLER'S KNOWLEDGE, THE OTHER PARTIES
THERETO, ENFORCEABLE IN
17
ACCORDANCE WITH ITS TERMS, AND WILL NOT CEASE TO BE VALID AND IN FULL FORCE AND
EFFECT AFTER THE CLOSING DATE; ACCURATE AND COMPLETE COPIES THEREOF, TOGETHER
WITH ALL AMENDMENTS THERETO, HAVE BEEN HERETOFORE DELIVERED TO PURCHASER.
3.17.
REAL ESTATE. OWNED REAL ESTATE AND LEASED REAL ESTATE SHALL
COLLECTIVELY BE REFERRED TO HEREIN AS "REAL ESTATE" WITH RESPECT TO THE REAL
ESTATE:
(A)
SCHEDULE 3.17(A) CONTAINS A DESCRIPTION SEGREGATED BY THE COMPANY,
SUBSIDIARY, AND AFFILIATE FOR EACH PARCEL OF OWNED REAL ESTATE AND A LISTING AND
DESCRIPTION (INCLUDING THE PARTIES, TERM, EXPIRATION DATE(S), ADDRESS, AND THE
GENERAL USE DESCRIPTION OF THE LEASED PREMISES) OF EACH WRITTEN OR ORAL LEASE
REGARDING LEASED REAL ESTATE (THE LEASES OF LEASED REAL ESTATE DESCRIBED IN
SCHEDULE 3.17(A) ARE COLLECTIVELY, THE "LEASES");
(B)
EXCEPT AS SET FORTH IN SCHEDULE 3.17(B) HERETO, THERE ARE NO
DEFERRED PROPERTY TAXES OR ASSESSMENTS WITH RESPECT TO THE REAL ESTATE WHICH MAY
OR WILL BECOME DUE AND PAYABLE AS A RESULT OF THE CONSUMMATION OF THE
TRANSACTION CONTEMPLATED HEREBY;
(C)
THE AFFILIATE IS THE SOLE OWNER IN FEE SIMPLE TITLE OF EACH PARCEL
OF OWNED REAL ESTATE AND EACH SUCH PARCEL IS FREE AND CLEAR OF ANY AND ALL
ENCUMBRANCES, EXCEPT (A) THOSE PARCELS OF OWNED REAL ESTATE WITH ENCUMBRANCES AS
SET FORTH IN SCHEDULE 3.17(D), AND (B) (I) THOSE ENCUMBRANCES SET FORTH IN
SCHEDULE 3.17(C) HERETO, INCLUDING (II) MUNICIPAL ZONING ORDINANCES, RECORDED OR
PLATTED EASEMENTS FOR PUBLIC UTILITIES AND RECORDED BUILDING AND USE
RESTRICTIONS AND COVENANTS, (III) GENERAL REAL ESTATE TAXES AND INSTALLMENTS OF
SPECIAL ASSESSMENTS PAYABLE IN THE YEAR OF CLOSING, AND (IV) LICENSES, EASEMENTS
OR RESERVATIONS OF, OR RIGHTS OF OTHERS FOR, WATER LINES, SEWERS, ELECTRIC
LINES, TELEPHONE LINES, AND OTHER SIMILAR PUBLIC UTILITY PURPOSES, OR ZONING OR
OTHER RESTRICTIONS ON THE USE OF REAL PROPERTY (COLLECTIVELY THE "PERMITTED
ENCUMBRANCES"). THE PERMITTED ENCUMBRANCES AND THOSE ENCUMBRANCES SET FORTH IN
SCHEDULE 3.17(D) HERETO DO NOT INDIVIDUALLY OR IN THE AGGREGATE MATERIALLY
IMPAIR OR PROHIBIT THE CURRENT USE OR OPERATION OF THE OWNED REAL ESTATE BY THE
COMPANY OR SUBSIDIARY. THE AFFILIATE WILL SELL, TRANSFER, AND CONVEY SAID OWNED
REAL ESTATE TO