OF THE DISCLOSURE SCHEDULE SETS FORTH THE ADDRESS
OF EACH PARCEL OF LEASED REAL PROPERTY, AND A TRUE AND COMPLETE LIST OF ALL
LEASES FOR EACH SUCH LEASED REAL PROPERTY (INCLUDING THE DATE, TERM AND
TERMINATION DATE, AND NAME OF THE PARTIES TO SUCH LEASE DOCUMENT).
SELLER HAS
DELIVERED TO BUYER A TRUE AND COMPLETE COPY OF EACH SUCH LEASE DOCUMENT. EXCEPT
AS SET FORTH IN SECTION 3(H)(I) OF THE DISCLOSURE SCHEDULE, WITH RESPECT TO EACH
OF SUCH LEASES:
(A)
SUCH LEASE IS LEGAL, VALID, BINDING, ENFORCEABLE AND IN FULL FORCE
AND EFFECT;
(B)
EXCEPT FOR THOSE LEASES FOR WHICH LEASE CONSENTS ARE OBTAINED, THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT DO NOT REQUIRE THE CONSENT OF ANY
OTHER PARTY TO SUCH LEASE, WILL NOT RESULT IN A BREACH OF OR DEFAULT UNDER SUCH
LEASE, AND WILL NOT OTHERWISE CAUSE SUCH LEASE TO CEASE TO BE LEGAL, VALID,
BINDING, ENFORCEABLE AND IN FULL FORCE AND EFFECT ON IDENTICAL TERMS FOLLOWING
THE CLOSING;
(C)
SELLER'S POSSESSION AND QUIET ENJOYMENT OF THE LEASED REAL
PROPERTY UNDER SUCH LEASE HAS NOT BEEN DISTURBED AND, TO THE KNOWLEDGE OF
SELLER, THERE ARE NO DISPUTES WITH RESPECT TO SUCH LEASE;
(D)
SELLER IS NOT AND, TO THE KNOWLEDGE OF THE SELLER, NO OTHER PARTY
TO ANY LEASE IS, IN BREACH OF OR DEFAULT UNDER SUCH LEASE; AND, TO THE KNOWLEDGE
OF SELLER, NO EVENT HAS OCCURRED OR CIRCUMSTANCE EXISTS THAT, WITH THE DELIVERY
OF NOTICE, THE PASSAGE OF TIME OR BOTH, WOULD CONSTITUTE SUCH A BREACH OR
DEFAULT, OR PERMIT THE TERMINATION, MODIFICATION OR ACCELERATION OF RENT UNDER
SUCH LEASE;
(E)
NO SECURITY DEPOSIT OR PORTION THEREOF DEPOSITED WITH RESPECT TO
SUCH LEASE HAS BEEN APPLIED IN RESPECT OF A BREACH OF OR DEFAULT UNDER SUCH
LEASE THAT HAS NOT BEEN REDEPOSITED IN FULL;
(F)
SELLER DOES NOT OWE, AND WILL NOT OWE IN THE FUTURE, ANY BROKERAGE
COMMISSIONS OR FINDER'S FEES WITH RESPECT TO SUCH LEASE;
(G)
THE OTHER PARTY TO SUCH LEASE IS NOT AN AFFILIATE OF, AND
OTHERWISE DOES NOT HAVE ANY ECONOMIC INTEREST IN, SELLER;
(H)
SELLER HAS NOT SUBLEASED, LICENSED OR OTHERWISE GRANTED ANY PERSON
THE RIGHT TO USE OR OCCUPY THE LEASED REAL PROPERTY OR ANY PORTION THEREOF; AND
(I)
SELLER HAS NOT COLLATERALLY ASSIGNED OR GRANTED ANY OTHER LIEN IN
SUCH LEASE OR ANY INTEREST THEREIN.
14
(II)
ALL BUILDINGS, STRUCTURES, FIXTURES, BUILDING SYSTEMS AND
EQUIPMENT, AND ALL COMPONENTS THEREOF, INCLUDED IN THE LEASED REAL PROPERTY (THE
"IMPROVEMENTS") ARE IN GOOD CONDITION AND REPAIR, REASONABLE WEAR AND TEAR
EXCEPTED.
(III)
TO THE KNOWLEDGE OF SELLER, THE LEASED REAL PROPERTY IS IN
COMPLIANCE WITH ALL APPLICABLE BUILDING, ZONING, SUBDIVISION, HEALTH AND SAFETY
AND OTHER LAND USE LAWS, INCLUDING THE AMERICANS WITH DISABILITIES ACT OF 1990,
AS AMENDED, AND ALL INSURANCE REQUIREMENTS AFFECTING THE LEASED REAL PROPERTY
(COLLECTIVELY, THE "REAL PROPERTY LAWS").
SELLER HAS NOT RECEIVED ANY NOTICE OF
VIOLATION OF ANY REAL PROPERTY LAW.
(IV)
EACH PARCEL OF LEASED REAL PROPERTY HAS DIRECT ACCESS TO A PUBLIC
STREET ADJOINING