AS THEY COME
DUE, OR (VI) MADE AN OFFER OF SETTLEMENT, EXTENSION OR COMPOSITION TO ITS
CREDITORS GENERALLY.
(B)
THIS AGREEMENT DOES NOT AND WILL NOT CONTRAVENE ANY PROVISION OF THE
ORGANIZATIONAL DOCUMENTS OF SUCH SELLER, ANY JUDGMENT, ORDER, DECREE, WRIT OR
INJUNCTION, OR ANY PROVISION OF ANY EXISTING LAW OR REGULATION TO WHICH SUCH
SELLER IS A PARTY OR IS BOUND. THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY DO NOT AND WILL NOT
REQUIRE (EXCEPT TO THE EXTENT, IF ANY, SET FORTH HEREIN OR IN THE DOCUMENTS
LISTED IN THE EXHIBITS ATTACHED HERETO) ANY CONSENT OR WAIVER BY ANY THIRD PARTY
(INCLUDING, WITHOUT LIMITATION, THE CONSENT OF ANY DIRECT OR INDIRECT PARTNER OF
SUCH SELLER) OR SUCH CONSENT OR WAIVER HAS, AS OF THE EFFECTIVE DATE, BEEN
OBTAINED BY SUCH SELLER. SELLER HAS GRANTED NO OPTIONS OR RIGHTS OF FIRST
REFUSAL TO ACQUIRE ANY INTEREST IN THE PROPERTIES.
29
(C)
EXHIBIT B ATTACHED HERETO IS A TRUE AND COMPLETE TENANT LIST FOR SUCH
SELLER'S PROPERTY. TRUE AND COMPLETE COPIES OF ALL LEASES HAVE BEEN MADE
AVAILABLE TO BUYER FOR INSPECTION IN THE WAR ROOM. SELLERS HAVE DELIVERED TO
BUYER A CURRENT TENANT DELINQUENCY REPORT THAT EACH SELLER USES IN ITS OPERATION
AND MANAGEMENT OF EACH PROPERTY WHICH IS THE MOST CURRENT DELINQUENCY REPORT AS
OF THE EFFECTIVE DATE. EACH SELLER AGREES TO UPDATE THE DELINQUENCY REPORT
PERTAINING TO SUCH SELLER'S PROPERTY UPON BUYER'S WRITTEN REQUEST.
(D)
TO EACH SELLER'S KNOWLEDGE, EXHIBIT C ATTACHED HERETO IS A TRUE AND
COMPLETE LIST OF ALL SERVICE CONTRACTS AFFECTING SUCH SELLER'S PROPERTY (SUBJECT
TO AMENDMENTS, MODIFICATIONS OR SUPPLEMENTS PERMITTED PURSUANT TO ARTICLE XV).
ATTACHED HERETO AS EXHIBIT E IS A TRUE AND COMPLETE LIST OF ALL CONSTRUCTION
CONTRACTS AFFECTING SUCH SELLER'S PROPERTY (SUBJECT TO AMENDMENTS, MODIFICATIONS
OR SUPPLEMENTS PERMITTED PURSUANT TO ARTICLE XV).
(E)
TO EACH SELLER'S KNOWLEDGE, EXCEPT AS SET FORTH ON EXHIBIT R ATTACHED
HERETO, THERE ARE NO PENDING ACTIONS, SUITS, ARBITRATIONS, CLAIMS OR PROCEEDINGS
AT LAW OR IN EQUITY AFFECTING SUCH SELLER OR ITS PROPERTY, INCLUDING, BUT NOT
LIMITED TO ACTIONS, SUITS, ARBITRATIONS, CLAIMS OR PROCEEDINGS REGARDING
HAZARDOUS MATERIALS (AS HEREINAFTER DEFINED), AMERICANS WITH DISABILITIES ACT OF
1990 OR ANY ZONING, BUILDING, HEALTH, TRAFFIC, FLOOD CONTROL OR OTHER APPLICABLE
RULES, REGULATIONS, CODES, ORDINANCES, OR STATUTES OF ANY LOCAL, STATE OR
FEDERAL AUTHORITY OR ANY OTHER GOVERNMENTAL AUTHORITY . TO EACH SELLER'S
KNOWLEDGE, SELLER HAS NOT RECEIVED WRITTEN NOTICE OF DEFAULT, THAT REMAINS
UNCURED, UNDER ANY EASEMENTS OR OTHER RECORDED RESTRICTIVE COVENANT AFFECTING
THE PROPERTIES.
(F)
AS OF THE CLOSING DATE EACH SELLER SHALL HAVE PAID ALL LEASING
COMMISSIONS PAYABLE BY SUCH SELLER WITH RESPECT TO THE CURRENT LEASE TERM OF ANY
LEASE, SUBJECT TO THE TERMS OF SECTION 6.3 ABOVE.
(G)
ATTACHED AS EXHIBIT S IS A LIST OF ALL REFUNDABLE SECURITY DEPOSITS (AND
ALL ACCRUED INTEREST REQUIRED TO BE PAID THEREON) HELD BY SUCH SELLER AS OF THE
EFFECTIVE DATE.
(H)
EXCEPT AS SET FORTH ON EXHIBIT I HERETO, EACH