THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT DO NOT REQUIRE THE CONSENT OF ANY OTHER PARTY TO SUCH LEASE
(EXCEPT FOR THOSE LEASES FOR WHICH LEASE CONSENTS ARE OBTAINED), WILL NOT RESULT
IN A BREACH OF OR DEFAULT UNDER SUCH LEASE, AND WILL NOT OTHERWISE CAUSE SUCH
LEASE TO CEASE TO BE VALID, BINDING, ENFORCEABLE AND IN FULL FORCE AND EFFECT ON
MATERIALLY IDENTICAL TERMS FOLLOWING THE CLOSING; (III) NEITHER SELLERS'
POSSESSION OR QUIET ENJOYMENT OF THE LEASED REAL PROPERTY UNDER SUCH LEASE HAS
BEEN DISTURBED AND THERE ARE NO DISPUTES WITH RESPECT TO SUCH LEASE;
(IV) NEITHER SELLER NOR, TO THE SELLERS' KNOWLEDGE, ANY OTHER PARTY TO THE LEASE
IS IN BREACH OF OR DEFAULT UNDER SUCH LEASE, AND 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) TO THE SELLERS'
KNOWLEDGE, 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) NEITHER SELLER NOR MFFB OWES, OR
WILL 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 THE SELLERS OR MFFB;
(VIII) NEITHER SELLER HAS SUBLEASED, LICENSED OR OTHERWISE GRANTED ANY PERSON
THE RIGHT TO USE OR OCCUPY THE LEASED REAL PROPERTY OR ANY PORTION THEREOF;
(IX) NEITHER SELLER HAS COLLATERALLY ASSIGNED OR GRANTED ANY OTHER LIEN OR
ENCUMBRANCE WITH REGARD TO SUCH LEASE OR ANY INTEREST THEREIN THAT WOULD HAVE A
MATERIAL ADVERSE EFFECT ON THE USE OF THE LEASED REAL PROPERTY; AND (X) THERE
ARE NO LIENS OR ENCUMBRANCES ON THE ESTATE OR INTEREST CREATED BY SUCH LEASE
EXCEPT AS WOULD BE DISCLOSED ON A TITLE REPORT OR COMMITMENT.
(C)
THE OWNED REAL PROPERTY IDENTIFIED IN SCHEDULE 4.5(A) AND THE LEASED REAL
PROPERTY IDENTIFIED ON SCHEDULE 4.5(B) (COLLECTIVELY, THE "REAL PROPERTY")
COMPRISES ALL OF THE REAL PROPERTY USED EXCLUSIVELY OR PRIMARILY IN THE SELLERS'
BUSINESSES; AND NEITHER SELLER IS A PARTY TO ANY AGREEMENT OR OPTION TO PURCHASE
ANY REAL PROPERTY OR INTEREST THEREIN.
(D)
TO THE SELLERS' KNOWLEDGE, ALL BUILDINGS, STRUCTURES, FIXTURES, BUILDING
SYSTEMS AND EQUIPMENT, AND ALL COMPONENTS THEREOF, INCLUDING THE ROOF,
FOUNDATION, LOAD-BEARING WALLS,
25
AND OTHER STRUCTURAL ELEMENTS THEREOF, HEATING, VENTILATION, AIR CONDITIONING,
MECHANICAL, ELECTRICAL, PLUMBING AND OTHER BUILDING SYSTEMS, ENVIRONMENTAL
CONTROL, REMEDIATION AND ABATEMENT SYSTEMS, SEWER, STORM, AND WASTE WATER
SYSTEMS, IRRIGATION AND OTHER WATER DISTRIBUTION SYSTEMS, PARKING FACILITIES,
FIRE PROTECTION, SECURITY AND SURVEILLANCE SYSTEMS, AND TELECOMMUNICATIONS,
COMPUTER, WIRING, AND CABLE INSTALLATIONS, INCLUDED IN THE REAL PROPERTY (THE
"IMPROVEMENTS") ARE IN GOOD CONDITION AND REPAIR AND SUFFICIENT FOR THE
OPERATION OF THE SELLERS' BUSINESSES.
TO THE SELLERS' KNOWLEDGE, THERE ARE NO
STRUCTURAL DEFICIENCIES OF LATENT DEFECTS AFFECTING ANY OF THE