A MATERIAL ADVERSE EFFECT UPON THE OWNERSHIP,
ALTERATION, USE, OCCUPATION OR OPERATION OF THE REAL PROPERTY OR ANY PORTION
THEREOF;
J.
EXCEPT AS SET FORTH IN SCHEDULE 3 ATTACHED HERETO AND MADE A PART
HEREOF BY REFERENCE, NO PAST OR CURRENT USE BY MFW IS DEPENDENT ON A
NON-CONFORMING USE OR OTHER APPLICABLE GOVERNMENTAL APPROVAL, THE ABSENCE OF
WHICH WOULD MATERIALLY LIMIT THE USE OF THE REAL PROPERTY;
K.
THERE ARE NO LEASES OR OTHER AGREEMENTS GRANTING TO ANY PERSONS OR
THIRD PARTIES THE RIGHT OF USE OR OCCUPANCY OF ANY PORTION OF THE SUBJECT
PROPERTY (OTHER THAN THE LEASE) THAT WILL SURVIVE THE CLOSING;
L.
EXCEPT AS MAY BE SET FORTH IN SCHEDULE 4 AND AS SET FORTH IN THE
INFORMATION CONTAINED IN ANY SITE SURVEYS AND THE ENVIRONMENTAL REPORTS LISTED
IN SCHEDULE 4, COPIES OF WHICH HAVE BEEN PROVIDED TO SYMMETRY, AND EXCEPT AS
WOULD NOT HAVE A MATERIAL ADVERSE EFFECT: (I) MFW AND THE COMPANIES HAVE AT ALL
TIMES TRANSPORTED, STORED, AND/OR DISPOSED OF HAZARDOUS MATERIALS HANDLED BY MFW
AND THE COMPANIES IN A MANNER THAT IS REASONABLY NECESSARY FOR THE CONDUCT OF
THE BUSINESS AND IN MATERIAL COMPLIANCE WITH ENVIRONMENTAL LAWS, (II) TO MFW'S
KNOWLEDGE, THE REAL PROPERTY, DURING ITS USE BY MFW AND THE COMPANIES HAS NOT
BEEN USED, AS A LANDFILL, DUMP OR OTHER DISPOSAL, STORAGE, TRANSFER, TREATING OR
HANDLING AREA FOR ANY HAZARDOUS MATERIALS, EXCEPT FOR SUCH STORAGE OR HANDLING
OF HAZARDOUS MATERIALS AS IS REASONABLY NECESSARY FOR THE CONDUCT OF THE
BUSINESS AND IN MATERIAL COMPLIANCE WITH ENVIRONMENTAL LAWS, (III) TO MFW'S
KNOWLEDGE, NO ASBESTOS, LEAD PAINT, RADIOACTIVE MATERIAL, POLYCHLORINATED
BIPHENYLS, OR UREA FORMALDEHYDE HAS BEEN PLACED, STORED, LOCATED OR DISPOSED ON
THE REAL PROPERTY, (IV) MFW AND THE COMPANIES HAVE NOT AGREED TO ASSUME AND, TO
MFW'S KNOWLEDGE, NEITHER HAS ASSUMED BY OPERATION OF LAW, ANY ENVIRONMENTAL
LIABILITY OF ANY OTHER PERSON, INCLUDING, BUT NOT LIMITED TO, ENVIRONMENTAL
LIABILITIES UNDER
11
CERCLA OR SARA, AND (V) MFW AND THE COMPANIES HAVE OBTAINED AND COMPLIED IN ALL
MATERIAL RESPECTS WITH, AND ARE IN MATERIAL COMPLIANCE WITH, ALL ENVIRONMENTAL
PERMITS NECESSARY OR REQUIRED FOR THE OPERATION OF THE BUSINESS, SAID
ENVIRONMENTAL PERMITS ARE IN FULL FORCE AND EFFECT, AND TO MFW'S KNOWLEDGE THERE
ARE NO PROCEEDINGS PENDING OR THREATENED TO REVOKE OR LIMIT ANY THEREOF. EXCEPT
AS MAY BE SET FORTH IN SCHEDULE 4 HERETO, THE REAL PROPERTY IS NOT LISTED ON THE
NATIONAL PRIORITIES LIST, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION
AND LIABILITY INFORMATION SYSTEM, THE RESOURCE CONSERVATION AND RECOVERY
INFORMATION SYSTEM OR ANY OTHER GOVERNMENTAL LIST OF POTENTIALLY CONTAMINATED
PROPERTIES.
M.
SCHEDULE 5 CONTAINS A TRUE AND ACCURATE COPY OF THE LEASE;
N.
MFW AS LANDLORD UNDER THE LEASE HAS RECEIVED NO NOTICE FROM THE
TENANT THAT IT IS IN DEFAULT OF THE TERMS AND CONDITIONS OF THE LEASE, AND, TO
ITS KNOWLEDGE, THE TENANT UNDER THE LEASE IS NOT IN DEFAULT OF THE TERMS AND
CONDITIONS OF THE LEASE AND HAS NOT PREPAID ANY RENT OR OTHER MONIES SUCH AS