IN COMPLIANCE AND CONFORMITY WITH ALL
MATERIAL CONTRACTUAL OBLIGATIONS AND MATERIAL REQUIREMENTS OF LAW.
NO GROUP
MEMBER HAS RECEIVED NOTICE OF VIOLATION OF ANY APPLICABLE ZONING OR BUILDING
REGULATION, ORDINANCE OR OTHER LAW, ORDER, REGULATION OR OTHER REQUIREMENT OF
LAW RELATING TO THE OPERATIONS OF THE GROUP MEMBERS WITH RESPECT TO THE REAL
PROPERTY, OTHER THAN WITH RESPECT TO SUCH MATTERS THAT COULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
THERE IS NO MATERIAL DEFAULT ON THE
PART OF ANY GROUP MEMBER OR EVENT OR CONDITION WHICH (WITH NOTICE OR LAPSE OF
TIME, OR BOTH) WOULD CONSTITUTE A MATERIAL DEFAULT ON THE PART OF ANY GROUP
MEMBER UNDER ANY LEASE OF ANY REAL PROPERTY.
THERE ARE NO SERVICE CONTRACTS,
MAINTENANCE CONTRACTS, UNION CONTRACTS, CONCESSION AGREEMENTS, LICENSES, AGENCY
AGREEMENTS OR ANY OTHER CONTRACTUAL OBLIGATIONS AFFECTING ANY REAL PROPERTY
OTHER THAN THOSE LISTED ON SCHEDULE 5.09, EXCEPT FOR CONTRACTUAL OBLIGATIONS
WHICH ARE CANCELABLE ON NO MORE THAN 30 DAYS' NOTICE.
THERE ARE NO PENDING OR,
TO THE KNOWLEDGE OF THE COMPANY THREATENED, CONDEMNATION OR EMINENT DOMAIN
PROCEEDINGS THAT WOULD AFFECT ANY PART OF ANY REAL PROPERTY.
THERE ARE NO
ACTIONS, SUITS OR PROCEEDINGS PENDING OR, TO THE KNOWLEDGE OF THE COMPANY,
THREATENED AGAINST ANY REAL PROPERTY, AT LAW OR IN EQUITY, BEFORE ANY FEDERAL,
STATE, MUNICIPAL OR GOVERNMENTAL DEPARTMENT, COMMISSION, BOARD, BUREAU, AGENCY
OR INSTRUMENTALITY WHICH INDIVIDUALLY OR IN THE AGGREGATE COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
5.10
TAXES.
EACH OF THE COMPANY AND ITS SUBSIDIARIES HAS
DULY FILED, OR CAUSED TO BE FILED, ALL MATERIAL TAX RETURNS REQUIRED TO BE FILED
AND HAS PAID, OR CAUSED TO BE PAID, OR MADE ADEQUATE PROVISION FOR THE PAYMENT
OF, ALL MATERIAL TAXES WHICH ARE DUE AND PAYABLE, EXCEPT TO THE EXTENT THE
PAYMENT OF SUCH TAXES IS BEING DILIGENTLY CONTESTED IN GOOD FAITH AND ADEQUATE
RESERVES THEREFOR HAVE BEEN ESTABLISHED IN ACCORDANCE WITH GAAP.
SUCH TAX
RETURNS WERE TRUE, CORRECT AND COMPLETE IN ALL MATERIAL RESPECTS WHEN FILED.
THE PROVISION FOR TAXES ON THE BOOKS OF THE COMPANY AND EACH SUBSIDIARY IS
ADEQUATE IN ALL MATERIAL RESPECTS FOR ALL YEARS NOT CLOSED BY THE APPLICABLE
STATUTES OF LIMITATION AND THE COMPANY AND ITS SUBSIDIARIES HAVE NO KNOWLEDGE OF
23
ANY MATERIAL DEFICIENCY OR ADDITIONAL ASSESSMENT IN CONNECTION THEREWITH NOT
PROVIDED FOR ON ITS BOOKS.
5.11
SEC REPORTS; FINANCIAL CONDITION.
(A)
THE COMPANY
HAS FILED ALL SEC REPORTS AND HAS MADE AVAILABLE
TO THE PURCHASER EACH SEC REPORT.
THE SEC REPORTS OF THE COMPANY, INCLUDING,
WITHOUT LIMITATION, ANY FINANCIAL STATEMENTS OR SCHEDULES INCLUDED OR
INCORPORATED THEREIN BY REFERENCE, (I) COMPLY IN ALL MATERIAL RESPECTS WITH THE
REQUIREMENTS OF THE EXCHANGE ACT OR THE SECURITIES ACT OR BOTH, AS THE CASE MAY
BE, APPLICABLE TO THOSE SEC REPORTS, AND (II) DID NOT AT THE TIME THEY WERE
FILED CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A
MATERIAL FACT REQUIRED TO BE STATED OR NECESSARY IN ORDER TO MAKE THE STATEMENTS
MADE IN