LLC ARE ALL OF ITS
MEMBERS; (E) THE "PARTNERS" OF 625 GP, L.P. ARE ALL OF ITS PARTNERS; AND (F) THE
"SHAREHOLDER" OF 625 GP, INC. IS ITS SOLE SHAREHOLDER;
(XX)
TRANSFERORS HAVE ADVISED ACQUIRER THAT
TRANSFERORS HAVE BEEN UNABLE TO LOCATE THE DOCUMENTS DESCRIBED IN PARAGRAPHS
B-9, I-11, O-18, S-9 OF EXHIBIT F (THE "MISSING LEASE DOCUMENTS") AFTER HAVING
MADE REASONABLE EFFORTS TO DO SO.
ACCORDINGLY, TRANSFERORS JOINTLY AND
SEVERALLY, REPRESENT AND WARRANT TO ACQUIRER THAT THE MISSING LEASE DOCUMENTS DO
NOT EFFECT ANY MATERIAL MODIFICATION, AMENDMENT OR SUPPLEMENT OF ANY OF THE
ECONOMIC TERMS OF SUCH LEASES WHICH RESULTS IN SUCH LEASE BEING MATERIALLY LESS
FAVORABLE TO THE LANDLORD THAN THE LEASE DESCRIBED ON EXHIBIT F.
TRANSFERORS
SHALL USE COMMERCIALLY REASONABLE EFFORTS TO LOCATE THE MISSING LEASE DOCUMENTS
AND, IF SUCCESSFUL, SHALL PROMPTLY PROVIDE THE SAME TO ACQUIRER; AND
(XXI)
NEITHER OF THE PARTNERSHIP NOR TRANSFERORS HAVE
COLLECTED ANY PORTION OF THE RELATED CLAIM.
IN THE EVENT PARTNERSHIP OR
TRANSFERORS COLLECT ANY PORTION OF THE RELATED CLAIM, THE SAME SHALL BE CREDITED
TO ACQUIRER AT CLOSING OR IF COLLECTED THEREAFTER PROMPTLY PAID OVER TO
ACQUIRER.
THIS SECTION 9.1(A)(XXI) SHALL SURVIVE THE CLOSING WITHOUT LIMITATION
AS TO TIME.
(B)
THE TRANSFERORS SEVERALLY, BUT NOT JOINTLY,
REPRESENT AND WARRANT TO ACQUIRER THAT (I) EACH TRANSFEROR AND INTERMEDIATE
ENTITY HAS GOOD AND VALID TITLE TO THE INTERESTS IN THE PARTNERSHIP, LIMITED
LIABILITY COMPANY, AND/OR CORPORATION (EACH AN "INTEREST"; COLLECTIVELY
23
THE "INTERESTS") SET FORTH ON EXHIBIT T ATTACHED HERETO AND MADE A PART HEREOF,
FREE AND CLEAR OF ANY AND ALL LIENS, PLEDGES, ENCUMBRANCES, CHARGES, AGREEMENTS
OR CLAIMS OF ANY KIND WHATSOEVER (EXCEPT SECURITY INTERESTS GIVEN BY CERTAIN OF
THE PARTNERS OF 625 PARTNERS, L.P. TO 625 PARTNERS, L.P. WHICH SECURITY
INTERESTS WILL BE TERMINATED AS OF THE CLOSING), (II) EACH TRANSFEROR HAS THE
FULL LEGAL RIGHT, POWER, AUTHORITY AND CAPACITY TO ENTER INTO AND PERFORM THIS
AGREEMENT, (III) THIS AGREEMENT CONSTITUTES THE LEGAL, VALID AND BIND OBLIGATION
OF EACH TRANSFEROR ENFORCEABLE IN ACCORDANCE WITH ITS TERMS EXCEPT AS SUCH
ENFORCEABILITY MAYBE LIMITED BY BANKRUPTCY, INSOLVENCY OR OTHER LAWS AFFECTING
GENERALLY THE ENFORCEABILITY OF CREDITORS' RIGHTS AND BY LIMITATIONS ON THE
AVAILABILITY OF EQUITABLE REMEDIES; AND (IV) NO TRANSFEROR IS A PARTY TO SUBJECT
TO OR BOUND BY, ANY AGREEMENT, JUDGMENT, ORDER, WRIT, INJUNCTION OR DECREE OF
ANY COURT OR GOVERNMENTAL BODY WHICH COULD PREVENT HIS PERFORMANCE OF THIS
AGREEMENT.
(C)
THE PARTNERSHIP AND THE TRANSFERORS,
SEVERALLY, BUT NOT JOINTLY (EXCEPT AS INDICATED BELOW), REPRESENT AND WARRANT TO
ACQUIRER AS FOLLOWS:
(I)
THE PARTNERSHIP AND EACH OF THE
INTERMEDIATE ENTITIES IS DULY FORMED, VALIDLY EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF THE STATE OF NEW YORK AND HAS THE POWER AND AUTHORITY TO OWN
ITS ASSETS AND TO CARRY ON ITS BUSINESS AS IT IS NOW BEING CONDUCTED;
(II)
THE PARTNERSHIP HAS DELIVERED TO ACQUIRER
COPIES OF THE PARTNERSHIP'S BALANCE SHEETS AS OF DECEMBER 31, 2001, DECEMBER 31,
2002, DECEMBER 31, 2003, RESPECTIVELY, AND THE RELATED STATEMENTS OF