OF THE LEASED REAL
PROPERTY UNDER SUCH LEASE HAS BEEN DISTURBED AND, TO THE KNOWLEDGE OF ANY
SELLER, THERE ARE NO DISPUTES WITH RESPECT TO SUCH LEASE;
(IV)
NEITHER TARGET NOR, TO THE KNOWLEDGE OF ANY SELLER, ANY OTHER
PARTY TO THE LEASE IS IN BREACH OF, OR DEFAULT UNDER, SUCH LEASE AND, TO THE
KNOWLEDGE OF ANY 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;
(V)
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;
(VI)
TARGET DOES NOT OWE, AND WILL NOT OWE IN THE FUTURE, ANY BROKERAGE
COMMISSIONS OR FINDER'S FEES WITH RESPECT TO SUCH LEASE;
(VII)
THE OTHER PARTY TO SUCH LEASE IS NOT AN AFFILIATE OF, AND
OTHERWISE DOES NOT HAVE ANY ECONOMIC INTEREST IN, TARGET;
(VIII)
TARGET HAS NOT SUBLEASED, LICENSED OR OTHERWISE GRANTED ANY PERSON
THE RIGHT TO USE OR OCCUPY THE LEASED REAL PROPERTY OR ANY PORTION THEREOF;
(IX)
TARGET HAS NOT COLLATERALLY ASSIGNED OR GRANTED ANY OTHER LIEN IN
SUCH LEASE OR ANY INTEREST THEREIN; AND
(X)
THERE ARE NO LIENS ON THE ESTATE OR INTEREST CREATED BY SUCH
LEASE.
20
(C)
THE LEASED REAL PROPERTY IDENTIFIED IN SECTION 4.12(B) OF THE
DISCLOSURE SCHEDULE (COLLECTIVELY, THE "REAL PROPERTY") COMPRISES ALL OF THE
REAL PROPERTY USED OR INTENDED TO BE USED IN, OR OTHERWISE RELATED TO, TARGET'S
BUSINESS; AND TARGET IS NOT A PARTY TO ANY AGREEMENT OR OPTION TO PURCHASE ANY
REAL PROPERTY OR INTEREST THEREIN.
(D)
ALL BUILDINGS, STRUCTURES, FIXTURES, BUILDING SYSTEMS AND
EQUIPMENT, AND ALL COMPONENTS THEREOF, INCLUDED IN THE REAL PROPERTY (THE
"IMPROVEMENTS") ARE IN GOOD CONDITION AND REPAIR AND SUFFICIENT FOR THE
OPERATION OF TARGET'S BUSINESS.
THERE ARE NO STRUCTURAL DEFICIENCIES OR LATENT
DEFECTS AFFECTING ANY OF THE IMPROVEMENTS AND THERE ARE NO FACTS OR CONDITIONS
AFFECTING ANY OF THE IMPROVEMENTS THAT WOULD, INDIVIDUALLY OR IN THE AGGREGATE,
INTERFERE IN ANY RESPECT WITH THE USE OR OCCUPANCY OF THE IMPROVEMENTS OR ANY
PORTION THEREOF IN THE OPERATION OF TARGET'S BUSINESS AS CURRENTLY CONDUCTED
THEREON.
(E)
THERE IS NO CONDEMNATION, EXPROPRIATION OR OTHER PROCEEDING IN
EMINENT DOMAIN, PENDING OR, TO THE KNOWLEDGE OF ANY SELLER, THREATENED,
AFFECTING ANY PARCEL OF REAL PROPERTY OR ANY PORTION THEREOF OR INTEREST
THEREIN.
THERE IS NO INJUNCTION, DECREE, ORDER, WRIT OR JUDGMENT OUTSTANDING,
OR ANY CLAIM, LITIGATION, ADMINISTRATIVE ACTION OR SIMILAR PROCEEDING, PENDING
OR, TO THE KNOWLEDGE OF ANY SELLER, THREATENED, RELATING TO THE OWNERSHIP,
LEASE, USE OR OCCUPANCY OF THE REAL PROPERTY OR ANY PORTION THEREOF, OR THE
OPERATION OF TARGET'S BUSINESS AS CURRENTLY CONDUCTED THEREON.
(F)
THE REAL PROPERTY IS IN MATERIAL COMPLIANCE WITH ALL APPLICABLE
BUILDING, ZONING, SUBDIVISION, HEALTH AND SAFETY AND OTHER LAND USE LAWS,
INCLUDING THE AMERICANS WITH DISABILITIES ACT OF