WITH THE PASSAGE OF TIME OR THE GIVING OF
NOTICE, OR BOTH, WOULD CONSTITUTE A DEFAULT BY THE COMPANY UNDER ANY OF SUCH
LEASES.
TO THE COMPANY'S KNOWLEDGE, NO LANDLORD UNDER ANY OF THE LEASES OF
LEASED REAL PROPERTY IS IN DEFAULT UNDER ITS RESPECTIVE LEASE, AND NO EVENT HAS
OCCURRED WHICH WITH THE PASSAGE OF TIME OR THE GIVING OF NOTICE, OR BOTH, WOULD
CONSTITUTE A DEFAULT BY ANY SUCH LANDLORD UNDER ANY OF SUCH LEASES.
ALL THE
MATERIAL COVENANTS TO BE PERFORMED BY THE COMPANY AND THE LANDLORD UNDER EACH
SUCH LEASE HAVE BEEN PERFORMED IN ALL MATERIAL RESPECTS.
NEITHER THE COMPANY
NOR, TO THE COMPANY'S KNOWLEDGE, ANY LANDLORD UNDER ANY OF THE LEASES OF LEASED
PROPERTY, HAS COMMENCED ANY ACTION OR HAS GIVEN OR RECEIVED ANY NOTICE FOR THE
PURPOSE OF TERMINATING ANY SUCH LEASE.
COMPLETE AND CORRECT COPIES OF ANY TITLE
OPINIONS, SURVEYS AND APPRAISALS IN THE COMPANY'S POSSESSION OR ANY POLICIES OF
TITLE INSURANCE CURRENTLY IN FORCE AND IN THE POSSESSION OF THE COMPANY WITH
RESPECT TO EACH PARCEL OF LEASED PROPERTY HAVE HERETOFORE BEEN DELIVERED BY THE
COMPANY TO THE PURCHASER AND ARE SET FORTH ON SCHEDULE 4.7.
4.7.3
THE IMPROVEMENTS OWNED BY THE COMPANY OR AS TO WHICH IT HAS A
LEASEHOLD INTEREST AND THE OPERATIONS OF THE COMPANY DO NOT ENCROACH ON THE
PROPERTY OF OTHERS, AND ALL SUCH IMPROVEMENTS ARE STRUCTURALLY SOUND, ARE IN
GOOD WORKING ORDER AND REPAIR AND ARE FREE FROM MATERIAL DEFECTS, AND SUCH
IMPROVEMENTS ARE SUFFICIENT FOR THE CONTINUED OPERATION OF THE BUSINESS IN
SUBSTANTIALLY THE SAME MANNER AS CURRENTLY CONDUCTED AFTER THE CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED HEREIN.
ALL SUCH IMPROVEMENTS, OCCUPANCY AND USE
OF SUCH IMPROVEMENTS, OCCUPANCY AND USE OF THE REAL PROPERTY LISTED IN SCHEDULE
4.7, AND ALL SUCH OPERATIONS CONFORM IN ALL MATERIAL RESPECTS WITH ALL
APPLICABLE ZONING, BUILDING, FIRE AND SAFETY LAWS, AND THE COMPANY HAS NOT
RECEIVED NOTICE OF NONCOMPLIANCE WITH ANY SUCH LAWS.
TO THE BEST OF THE
COMPANY'S KNOWLEDGE, ALL PERMITS, LICENSES AND OTHER GOVERNMENTAL APPROVALS,
INCLUDING BUT NOT LIMITED TO CERTIFICATES OF OCCUPANCY, REQUIRED FOR THE CURRENT
USE AND OCCUPANCY OF SUCH IMPROVEMENTS AND THE OWNED REAL PROPERTY HAVE BEEN
OBTAINED AND ARE VALID AND IN EFFECT.
THERE ARE NO ENCROACHMENTS ONTO THE OWNED
REAL PROPERTY OF ANY IMPROVEMENTS ON ANY ADJOINING PROPERTY AND THE IMPROVEMENTS
ON THE OWNED REAL PROPERTY ARE NOT IN VIOLATION OF APPLICABLE SETBACK
REQUIREMENTS, ZONING LAWS, AND ORDINANCES (INCLUDING BEING CLASSIFIED AS A
"PERMITTED NON-CONFORMING USE" OR "PERMITTED NON-CONFORMING STRUCTURE"), AND THE
OWNED REAL PROPERTY IS NOT LOCATED WITHIN ANY FLOOD PLAIN OR SUBJECT TO ANY
SIMILAR TYPE OF RESTRICTIONS FOR WHICH ANY PERMIT, LICENSE OR ADDITIONAL
INSURANCE MAY BE NECESSARY FOR THE USE AND OPERATION THEREOF.
4.7.4
EACH PARCEL OF THE OWNED REAL PROPERTY IS ASSESSED SEPARATELY FROM
ALL OTHER ADJACENT PROPERTY FOR PURPOSES OF REAL ESTATE TAXES.
THERE ARE NO
PARTIES (OTHER THAN THE COMPANY) IN POSSESSION OF ANY PARCEL OF OWNED REAL
PROPERTY, OTHER THAN THE TENANTS UNDER ANY