BANKRUPTCY. NO PETITION IN BANKRUPTCY (VOLUNTARY OR OTHERWISE),
ASSIGNMENT FOR THE BENEFIT OF CREDITORS, OR PETITION SEEKING REORGANIZATION OR
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ARRANGEMENT OR OTHER ACTION UNDER FEDERAL OR STATE BANKRUPTCY LAWS HAS BEEN
FILED OR COMMENCED OR IS PENDING OR CONTEMPLATED AGAINST THE TRANSFERRED
COMPANIES OR THE PROPERTY MANAGERS.
5.2.12
COMPLIANCE WITH LAWS. EXCLUDING LAWS RELATING TO THE PHYSICAL OR
ENVIRONMENTAL CONDITION OF THE PROPERTY, TO SELLER'S KNOWLEDGE, EACH OF THE
TRANSFERRED COMPANIES AND THE PROPERTY MANAGERS ARE IN COMPLIANCE WITH ALL LAWS
APPLICABLE TO IT EXCEPT WHERE ANY NONCOMPLIANCE WOULD NOT, IN THE AGGREGATE,
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT ON EITHER THE
TRANSFERRED COMPANIES OR THE PROPERTY MANAGERS.
5.3
Representations and Warranties Concerning the Property. Seller
represents and warrants to Purchaser that the statements contained in this
Section 5.3 are correct and complete as of the Effective Date:
5.3.1
OPERATING AGREEMENTS AND PLANS. EXCEPT FOR THE AGREEMENTS LISTED ON
SCHEDULE 5.3.1 (THE "OPERATING AGREEMENTS"), THERE ARE NO OTHER MATERIAL SERVICE
OR SUPPLY CONTRACTS, WARRANTIES, OR AGREEMENTS RELATED TO THE USE, OWNERSHIP OR
OPERATION OF THE PROPERTY ENTERED INTO BY OR, TO SELLER'S KNOWLEDGE, ON BEHALF
OF SELLER, THE TRANSFERRED COMPANIES, ILLINOIS MANAGER OR THE PROPERTY MANAGERS,
NOR ARE THERE ANY OTHER CONTRACTS FOR WHICH THE TRANSFERRED COMPANIES, ILLINOIS
MANAGER OR THE PROPERTY MANAGERS ARE A PARTY. SELLER HAS MADE AVAILABLE TO
PURCHASER A CORRECT AND COMPLETE COPY OF ALL OPERATING AGREEMENTS AND PLANS AND
THEIR RESPECTIVE AMENDMENTS. TO SELLER'S KNOWLEDGE, THE OPERATING AGREEMENTS ARE
IN FULL FORCE AND NONE OF THE TRANSFERRED COMPANIES, THE PROPERTY MANAGERS OR
ILLINOIS MANAGER, NOR ANY OTHER PARTY TO THE OPERATING AGREEMENTS, IS IN DEFAULT
UNDER THE OPERATING AGREEMENTS IN ANY MATERIAL RESPECT.
5.3.2
LEASES. THE SCHEDULE OF LEASES FOR THE PROPERTY ATTACHED HERETO AS
SCHEDULE 5.3.2, (THE "LEASE SCHEDULE") REFLECTS (I) ALL LEASES, SUBLEASES BY
10/120 GROUND LESSEE, OCCUPANCY LICENSES, AND OTHER OCCUPANCY AGREEMENTS OR
TENANCIES AFFECTING THE PROPERTY AND, TO THE SELLER'S KNOWLEDGE, APPROVED
SUBLEASES (COLLECTIVELY, THE "LEASES"); (II) ALL OUTSTANDING OBLIGATIONS OF EACH
OF THE PROPERTY LLCS TO CONSTRUCT OR PAY FOR TENANT IMPROVEMENTS IN CONNECTION
WITH THE LEASES; (III) ANY OUTSTANDING LEASING COMMISSIONS IN CONNECTION WITH
THE LEASES; AND (IV) ALL SECURITY DEPOSITS UNDER THE LEASES AND ANY APPLICATION,
INCLUDING AN INDICATION OF THOSE SECURITY DEPOSITS WHICH ARE IN THE FORM OF A
LETTER OR LETTERS OF CREDIT. EACH OF THE LEASES IS IN FULL FORCE AND EFFECT AND
NEITHER THE APPLICABLE PROPERTY LLC NOR TO SELLER'S KNOWLEDGE THE TENANT
THEREUNDER IS IN DEFAULT UNDER ANY LEASE (BEYOND ANY APPLICABLE GRACE OR CURE
PERIOD), AND THERE ARE NO RENT DELINQUENCIES OF MORE THAN THIRTY (30) DAYS. NONE
OF SELLER, THE PROPERTY MANAGERS, ILLINOIS MANAGER OR THE PROPERTY LLCS HAVE
RECEIVED WRITTEN NOTICE FROM ANY TENANT UNDER THE LEASES OF ANY UNPERFORMED
OBLIGATION OF THE LANDLORD UNDER ANY OF THE LEASES, INCLUDING, WITHOUT
LIMITATION, FAILURE OF THE LANDLORD TO CONSTRUCT ANY REQUIRED TENANT
IMPROVEMENTS. NONE OF SELLER, THE PROPERTY MANAGERS, ILLINOIS MANAGER OR THE
PROPERTY LLCS