Common use of Real Estate Leases Clause in Contracts

Real Estate Leases. Schedule 6.11 sets forth, as of the Closing Date, a correct and complete list of all Real Estate owned by the Parent and all Real Estate owned by any Borrower, all leases and subleases of real or personal property held by the Borrowers as lessee or sublessee, and all leases and subleases of real or personal property held by the Borrowers as lessor, or sublessor, in each case, as to which the interests of the relevant Borrower has a book value or estimated fair market value in excess of $750,000. Each of such leases and subleases is valid and enforceable against the applicable Borrower in accordance with its terms and is in full force and effect, and no material default by any Borrower to any such lease or sublease exists. The Borrowers have good and marketable title in fee simple to the Real Estate identified on Schedule 6.11 as owned by the Borrowers, or valid leasehold interests in all Real Estate designated therein as "leased" by the Borrowers. The Borrowers have good, indefeasible, and merchantable title to all of their other property reflected on the March 31, 2001 Financial Statements delivered to the Agent and the Lenders, except as disposed of in the ordinary course of business since the date thereof, free of all Liens except Permitted Liens. All of the statements made by or on behalf of the Parent or any Subsidiary and contained in any exhibit, report, statement or certificate furnished by or on behalf of the Parent or any Subsidiary to any appraiser of the Real Estate in connection with the transactions contemplated by this Agreement are true, correct, and complete in all material respects and do not omit any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they are made, not misleading as of the time when made or delivered.

Real Estate Leases. Schedule 6.11 sets forth, as of the Closing Date, a correct and complete list of all Real Estate owned by the Parent Borrower and all Real Estate owned by any Borrowerof its Subsidiaries, all leases and subleases of real or personal property held by the Borrowers Borrower as lessee or sublesseesublessee (other than leases of personal property as to which the Borrower is lessee or sublessee for which the value of such personal property in the aggregate is less than $1,000,000), and all leases and subleases of real or personal property held by the Borrowers Borrower as lessor, or sublessor, in each case, as to which the interests of the relevant Borrower has a book value or estimated fair market value in excess of $750,000. Each of such leases and subleases is valid and enforceable against the applicable Borrower in accordance with its terms and is in full force and effect, and no material default by any Borrower party to any such lease or sublease exists. The Borrowers have Borrower has good and marketable title in fee simple to the Real Estate identified on Schedule 6.11 as owned by the BorrowersBorrower, or valid leasehold interests in all Real Estate designated therein as "“leased" ” by the Borrowers. The Borrowers have Borrower and the Borrower has good, indefeasible, and merchantable title to all of their its other property reflected on the March 31June 30, 2001 2004 Financial Statements delivered to the Agent and the LendersLender, except as disposed of in the ordinary course of business since the date thereof, free of all Liens except Permitted Liens. All of the statements made by or on behalf of the Parent or any Subsidiary and contained in any exhibit, report, statement or certificate furnished by or on behalf of the Parent or any Subsidiary to any appraiser of the Real Estate in connection with the transactions contemplated by this Agreement are true, correct, and complete in all material respects and do not omit any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they are made, not misleading as of the time when made or delivered.

Real Estate Leases. Schedule 6.11 sets forth, as of the Closing Date, a correct and complete list of all Real Estate owned by the Parent Borrower and all Real Estate owned by any Borrowerof its Restricted Subsidiaries, all leases and subleases of real or personal property held by the Borrowers Borrower as lessee or sublesseesublessee (other than leases of personal property as to which the Borrower is lessee or sublessee for which the value of such personal property is less than $2,000,000), and all leases and subleases of real or personal property held by the Borrowers Borrower as lessor, or sublessor, in each case, sublessor (other than leases of personal property as to which the interests Borrower is lessor or sublessor for which the value of the relevant Borrower has a book value or estimated fair market value in excess of such personal property is less than $750,0002,000,000). Each of such leases and subleases is valid and enforceable against the applicable Borrower in accordance with its terms and is in full force and effect, and and, to the best of Borrower's knowledge, no material default by any Borrower party to any such lease or sublease exists. The Borrowers have Borrower has good and marketable title in fee simple to the Real Estate identified on Schedule 6.11 as owned by the BorrowersBorrower, or valid leasehold interests in all Real Estate designated therein as "leased" by the Borrowers. The Borrowers have Borrower and the Borrower has good, indefeasible, and merchantable title to all of their its other property reflected on the March 31, 2001 most recent Financial Statements delivered to the Agent and the Lenders, except as disposed of in the ordinary course of business permitted by Section 7.9 since the date thereof, free of all Liens except Permitted Liens. All of the statements made by or on behalf of the Parent or any Subsidiary and contained in any exhibit, report, statement or certificate furnished by or on behalf of the Parent or any Subsidiary to any appraiser of the Real Estate in connection with the transactions contemplated by this Agreement are true, correct, and complete in all material respects and do not omit any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they are made, not misleading as of the time when made or delivered.

Real Estate Leases. Schedule 6.11 sets forth, as of the Closing Date, a correct and complete list of all Real Estate owned by the Parent or any Borrower and all Real Estate owned by any Borrowerof their respective Domestic Subsidiaries, all leases and subleases of real or personal property held by the Borrowers Parent, any Borrower or any of their respective Domestic Subsidiaries as lessee or sublesseesublessee (other than leases of personal property as to which any such Borrower is lessee or sublessee for which the value of such personal property in the aggregate is less than $1,500,000), and all leases and subleases of real or personal property held by the Borrowers Parent, any Borrower or any of their respective Domestic Subsidiaries as lessor, or sublessor. Except to the extent terminated in the ordinary course of business, in each case, as to which the interests of the relevant Borrower has a book value or estimated fair market value in excess of $750,000. Each of such leases and subleases relating to the lease of any material personal property or the lease of any location at which any Collateral is located is valid and enforceable against the applicable Borrower in accordance with its terms and is in full force and effect, and no material default by any Borrower or any such Domestic Subsidiary, or to the Borrowers' knowledge any other party, party to any such lease or sublease exists, except as identified on Schedule 6.11. The Borrowers have Parent, the applicable Borrower, or the applicable Subsidiary has good and marketable title in fee simple to the Real Estate identified on Schedule 6.11 as owned by the Borrowerssuch Person, or valid leasehold interests in all Real Estate designated therein as "leased" by the Borrowers. The Borrowers have such Person and such Person has good, indefeasible, and merchantable title to all of their its other material property reflected on the March 31, 2001 Financial Statements delivered pro forma balance sheet referred to the Agent and the Lendersin Section 6.6(c), except as disposed of in the ordinary course of business as permitted by this Agreement since the date thereof, free of all Liens except Permitted Liens. All of the statements made by or on behalf of the Parent or any Subsidiary and contained in any exhibit, report, statement or certificate furnished by or on behalf of the Parent or any Subsidiary to any appraiser of the Real Estate in connection with the transactions contemplated by this Agreement are true, correct, and complete in all material respects and do not omit any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances Liens permitted under which they are made, not misleading as of the time when made or deliveredSection 7.18.

Real Estate Leases. Schedule 6.11 sets forth, as of the Closing Date, a correct and complete list of all Real Estate owned by the Parent such Borrower and all Real Estate owned by any Borrowerof its Restricted Subsidiaries, all leases and subleases of real or personal property held by the Borrowers such Borrower as lessee or sublesseesublessee (other than leases of personal property as to which such Borrower is lessee or sublessee for which the value of such personal property is less than $2,000,000), and all leases and subleases of real or personal property held by the Borrowers such Borrower as lessor, or sublessor, in each case, sublessor (other than leases of personal property as to which such Borrower is lessor or sublessor for which the interests value of the relevant Borrower has a book value or estimated fair market value in excess of such personal property is less than $750,0002,000,000). Each of such leases and subleases is valid and enforceable against the applicable Borrower in accordance with its terms and is in full force and effect, and and, to the best of such Borrower's knowledge, no material default by any Borrower party to any such lease or sublease exists. The Borrowers have Such Borrower has good and marketable title in fee simple to the Real Estate identified on Schedule 6.11 as owned by the Borrowerssuch Borrower, or valid leasehold interests in all Real Estate designated therein as "leased" by the Borrowers. The Borrowers have such Borrower and such Borrower has good, indefeasible, and merchantable title to all of their its other property reflected on the March 31, 2001 most recent Financial Statements delivered to the Agent and the Lenders, except as disposed of in the ordinary course of business permitted by Section 7.9 since the date thereof, free of all Liens except Permitted Liens. All of the statements made by or on behalf of the Parent or any Subsidiary and contained in any exhibit, report, statement or certificate furnished by or on behalf of the Parent or any Subsidiary to any appraiser of the Real Estate in connection with the transactions contemplated by this Agreement are true, correct, and complete in all material respects and do not omit any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they are made, not misleading as of the time when made or delivered.

Real Estate Leases. Schedule 6.11 sets forth, as of the Closing Date, a correct and complete list of all Real Estate owned by the Parent and all Real Estate owned by any Borrowereach of its Subsidiaries, the location (by address) of all leases and subleases of real or personal property held by the Borrowers Parent or any of its Subsidiaries as lessee or sublessee, sublessee (other than leases of personal property as to which Parent or any of its Subsidiaries is lessee or sublessee for which the value of such personal property in the aggregate is less than $500,000) and all leases and subleases of real or personal property held by the Borrowers Parent or any of its Subsidiaries as lessor, lessor or sublessor, in each case, as to which the interests of the relevant Borrower has a book value or estimated fair market value in excess of $750,000. Each of such leases and subleases is valid and enforceable against the applicable Borrower in accordance with its terms and is in full force and effect, and no material default by any Borrower party to any such lease or sublease exists, except to the extent that could not reasonably be expected to have a Material Adverse Effect. The Borrowers As of the Closing Date, except to the extent that could not be reasonably expected to have a Material Adverse Effect, Parent and its Subsidiaries have good and marketable title in fee simple to the Real Estate identified on Schedule 6.11 as owned by the Borrowerssuch Person, or valid leasehold interests in all Real Estate designated therein as "“leased" ” by the Borrowers. The Borrowers such Person and Parent and its Subsidiaries have good, indefeasible, and merchantable title to all of their its other property reflected on the March 31June 27, 2001 2004 Financial Statements delivered to the Agent and the LendersLender, except as disposed of in the ordinary course of business since the date thereof, free of all Liens except Permitted Liens. All of the statements made by or on behalf of the Parent or any Subsidiary and contained in any exhibit, report, statement or certificate furnished by or on behalf of the Parent or any Subsidiary to any appraiser of the Real Estate in connection with the transactions contemplated by this Agreement are true, correct, and complete in all material respects and do not omit any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they are made, not misleading as of the time when made or delivered.