OWNER
OF ALL RIGHT, TITLE AND INTEREST IN AND TO OR HAS THE LAWFUL RIGHT TO USE ALL OF
THE PERSONAL AND OTHER PROPERTY (WHETHER TANGIBLE OR INTANGIBLE) LOCATED AT THE
PLANT.
EXCEPT FOR ANY INVESTMENT NEEDED TO ACQUIRE INVENTORY AND OTHER
MATERIALS AND PARTS NECESSARY TO RESTART THE PLANT, THE PLANT CONTAINS ALL
EQUIPMENT NECESSARY FOR THE COMPANY TO CONDUCT THE BUSINESS AFTER THE CLOSING
DATE.
EXCEPT FOR PERMITTED ENCUMBRANCES, THE CONTRIBUTED ASSETS ARE FREE AND
CLEAR OF ALL ENCUMBRANCES AND ARE NOT, IN THE CASE OF REAL PROPERTY, SUBJECT TO
ANY LEASES, LICENSES, RIGHTS TO ACQUIRE OR OCCUPY, COVENANTS, AGREEMENTS,
ENCUMBRANCES, RIGHTS OF WAY, BUILDING USE RESTRICTIONS, EXCEPTIONS, VARIANCES,
RESERVATIONS, LIMITATIONS OR OTHER ENCUMBRANCES OF ANY NATURE, RECORDED AND, TO
THE KNOWLEDGE OF THE MGPI, UNRECORDED.
EXCEPT AS SET FORTH IN PART 3.3 OF THE
DISCLOSURE LETTER, MGPI DOES NOT LEASE (AS THE LESSOR), SUBLEASE OR PERMIT ANY
THIRD PARTY TO OCCUPY OR USE THE PLANT.
11
(B)
EXCEPT FOR "CAP AND TRADE" CARBON EMISSION
LEGISLATION, TO THE KNOWLEDGE OF THE MGPI, THERE IS NO PENDING, PROPOSED OR
THREATENED CHANGE IN ANY CODE, ORDINANCE, REGULATION, STANDARD OR ZONING
CLASSIFICATION WHICH WOULD, OR MAY REASONABLY BE EXPECTED TO HAVE, AN MATERIAL
ADVERSE EFFECT ON THE PLANT.
(C)
THERE IS NO PENDING OR, TO THE KNOWLEDGE OF
MGPI, THREATENED CONDEMNATION PROCEEDING AGAINST THE PLANT.
TO THE KNOWLEDGE OF
MGPI, NO PART OF ANY IMPROVEMENTS ON THE PLANT ENCROACHES UPON ANY PROPERTY
ADJACENT THERETO OR UPON ANY EASEMENT, NOR IS THERE ANY ENCROACHMENT OR OVERLAP
UPON THE PLANT OTHER THAN PERMITTED ENCUMBRANCES.
(D)
EXCEPT AS SET FORTH IN PART 3.3 OF THE
DISCLOSURE LETTER: (I) THE PLANT IS NOT LOCATED WITHIN ANY FLOOD PLAIN, FLOOD
AREA, WETLANDS OR CONSERVATION AREA OR SUBJECT TO ANY SIMILAR TYPE OF
RESTRICTION FOR WHICH ANY PERMITS NECESSARY TO THE USE THEREOF BY THE COMPANY
HAVE NOT BEEN OBTAINED; (II) TO THE KNOWLEDGE OF MGPI, THE CURRENT USE OF THE
PLANT DOES NOT VIOLATE (A) ANY INSTRUMENT OF RECORD, ANY PERMITTED ENCUMBRANCES,
OR ANY OTHER AGREEMENT AFFECTING THE PLANT OR (B) ANY APPLICABLE LEGAL
REQUIREMENTS; (III) ALL UTILITIES SERVING THE PLANT ARE SUFFICIENT AND HAVE THE
CAPACITY TO ENABLE THE CONTINUED OPERATION OF THE PLANT TO CONDUCT THE BUSINESS;
(IV) OTHER THAN COMMITMENTS TO PAY PROPERTY TAXES, THERE ARE NO DEVELOPMENT
AGREEMENTS OR SIMILAR AGREEMENTS (ORAL OR WRITTEN) WITH OR COMMITMENTS TO
GOVERNMENTAL AUTHORITIES, AGENCIES, UTILITIES OR QUASI-GOVERNMENTAL ENTITIES
WITH RESPECT TO THE REAL PROPERTY OR ANY PORTION THEREOF, INCLUDING ANY
AGREEMENT WHICH IMPOSES AN OBLIGATION UPON MGPI TO MAKE ANY CONTRIBUTION OR
DEDICATION OF MONEY OR LAND OR TO CONSTRUCT, INSTALL OR MAINTAIN ANY
IMPROVEMENTS OF A PUBLIC OR PRIVATE NATURE ON OR OFF THE PLANT, OR WHICH
REQUIRES MGPI TO MAINTAIN CERTAIN EMPLOYMENT LEVELS AT THE PLANT; (V) THE PLANT
HAS REASONABLE ACCESS TO PUBLIC ROADS AND UTILITIES; AND (VI) TO THE KNOWLEDGE
OF MGPI, THE PLANT AND ITS CONTINUED USE, OCCUPANCY AND OPERATION AS CURRENTLY
USED, OCCUPIED AND OPERATED, DOES NOT IN