LEASES AND THE REAL PROPERTY WILL BE
TRANSFERRED TO BUYER FREE AND CLEAR OF ALL LIENS OTHER THAN PERMITTED LIENS.
(B)
NEITHER SELLER NOR ANY AFFILIATE THEREOF HAS
SUBJECTED THE REAL PROPERTY TO ANY EASEMENTS, RIGHTS, DUTIES, OBLIGATIONS,
COVENANTS, CONDITIONS, RESTRICTIONS, LIMITATIONS OR AGREEMENTS NOT OF RECORD
THAT COULD REASONABLY BE EXPECTED TO HAVE, INDIVIDUALLY OR IN THE AGGREGATE, A
MATERIAL ADVERSE EFFECT.
(C)
NEITHER SELLER HAS RECEIVED WRITTEN NOTICE
OF OR OTHERWISE HAS KNOWLEDGE OF ANY PENDING CONDEMNATION OR SIMILAR PROCEEDING
AFFECTING THE REAL PROPERTY OR ANY PORTION THEREOF, AND TO THE KNOWLEDGE OF
SELLERS, NO SUCH CONDEMNATION OR SIMILAR PROCEEDING IS PRESENTLY CONTEMPLATED OR
THREATENED THAT COULD REASONABLY BE EXPECTED TO HAVE, INDIVIDUALLY OR IN THE
AGGREGATE, A MATERIAL ADVERSE EFFECT.
(D)
NEITHER SELLER HAS RECEIVED ANY WRITTEN
NOTICE FROM ANY INSURANCE COMPANY OF ANY DEFECTS OR INADEQUACIES IN THE REAL
PROPERTY OR ANY PART THEREOF THAT WOULD MATERIALLY ADVERSELY AFFECT THE
INSURABILITY OF THE REAL PROPERTY OR THE PREMIUMS FOR THE INSURANCE THEREOF.
NEITHER SELLER HAS RECEIVED ANY NOTICE FROM ANY INSURANCE COMPANY THAT HAS
ISSUED OR REFUSED TO ISSUE A POLICY WITH RESPECT TO ANY PORTION OF THE REAL
PROPERTY OR BY ANY BOARD OF FIRE UNDERWRITERS (OR OTHER BODY EXERCISING SIMILAR
FUNCTIONS) REQUESTING THE PERFORMANCE OF ANY REPAIRS, ALTERATIONS OR OTHER WORK
WITH WHICH COMPLIANCE HAS NOT BEEN MADE.
(E)
EXCEPT AS DISCLOSED ON DISCLOSURE
SCHEDULE SECTION 3.07(E), THERE ARE NO PARTIES IN POSSESSION OF ANY PORTION OF
THE REAL PROPERTY OTHER THAN SELLERS, WHETHER AS LESSEES, SUBLESSEES, LICENSEES
OR TENANTS AT WILL.
(F)
THE CURRENT USE OF THE REAL PROPERTY DOES
NOT VIOLATE ANY RESTRICTIVE COVENANTS AFFECTING THE REAL PROPERTY OR OTHERWISE
VIOLATE IN ANY MATERIAL RESPECT ANY LAW.
TO THE KNOWLEDGE OF SELLERS, THERE IS
NO LAW NOW IN EXISTENCE THE OPERATION OF WHICH WOULD REQUIRE EITHER SELLER TO
MAKE ANY MATERIAL EXPENDITURE TO MODIFY OR IMPROVE ANY OF THE REAL PROPERTY OR
TO BRING SUCH REAL PROPERTY INTO SUBSTANTIAL COMPLIANCE THEREWITH.
TO THE
KNOWLEDGE OF SELLERS, THERE ARE NO FACTS THAT WOULD PREVENT ANY PORTION OF THE
REAL PROPERTY FROM BEING OCCUPIED AFTER THE CLOSING IN SUBSTANTIALLY THE SAME
MANNER AS CURRENTLY OCCUPIED.
(G)
THE REAL PROPERTY HAS REASONABLY ADEQUATE
ACCESS TO AND FROM COMPLETED, DEDICATED AND ACCEPTED PUBLIC ROADS, AND THERE IS
NO PENDING OR, TO THE KNOWLEDGE OF SELLERS, THREATENED ACTION THAT WOULD
MATERIALLY IMPAIR OR CURTAIL SUCH ACCESS.
ALL TOWERS, GUY ANCHORS, BUILDINGS
AND OTHER IMPROVEMENTS ARE WHOLLY WITHIN THE LOT LIMITS OF THE APPLICABLE REAL
PROPERTY AND DO NOT ENCROACH ON ANY ADJOINING PREMISES, EXCEPT FOR SUCH
ENCROACHMENTS AS COULD NOT REASONABLY BE EXPECTED TO HAVE, INDIVIDUALLY OR IN
THE AGGREGATE, A MATERIAL ADVERSE EFFECT.
THERE ARE NO MATERIAL ENCROACHMENTS
UPON ANY OF THE OWNED PARCELS
22
OF REAL PROPERTY OR ADJOINING PARCELS BY BUILDINGS, STRUCTURES OR IMPROVEMENTS
THAT COULD REASONABLY PREVENT THE USE OF EACH SUCH PARCEL OF REAL PROPERTY AS IT
IS CURRENTLY USED.
(H)
THERE ARE NO STRUCTURAL, ELECTRICAL,
MECHANICAL, PLUMBING, AIR CONDITIONING, HEATING