SELLER DOES NOT, AND THE CONSUMMATION BY SELLER OF THE TRANSACTIONS TO WHICH IT
IS A PARTY THAT ARE CONTEMPLATED BY THIS AGREEMENT WILL NOT, (I) CONFLICT WITH,
OR RESULT IN ANY VIOLATION OR BREACH OF, ANY PROVISION OF THE ARTICLES OF
INCORPORATION, BYLAWS OR OTHER ORGANIZATIONAL DOCUMENTS OF SELLER, (II) RESULT
IN ANY VIOLATION OR BREACH OF, OR CONSTITUTE (WITH OR WITHOUT NOTICE OR LAPSE OF
TIME, OR BOTH) A DEFAULT (OR GIVE RISE TO A RIGHT OF TERMINATION, CANCELLATION
OR ACCELERATION OF ANY OBLIGATION OR LOSS OF ANY MATERIAL BENEFIT) OR REQUIRE AN
APPROVAL UNDER ANY OF THE TERMS, CONDITIONS OR PROVISIONS OF ANY NOTE, BOND,
MORTGAGE, INDENTURE, LEASE, CONTRACT OR OBLIGATION TO WHICH SELLER IS A PARTY OR
BY WHICH SELLER OR ANY OF THE REAL PROPERTY MAY BE BOUND.
5.9
NO APPROVAL.
NO APPROVAL OF OR FROM ANY COURT, ARBITRATOR OR
GOVERNMENTAL, ADMINISTRATIVE OR REGULATORY AUTHORITY, AGENCY, COMMISSION, BODY
OR INSTRUMENTALITY, DOMESTIC OR FOREIGN (EACH, A "GOVERNMENTAL AUTHORITIES"), IS
REQUIRED BY OR WITH RESPECT TO SELLER IN CONNECTION WITH THE EXECUTION AND
DELIVERY OF THIS AGREEMENT BY SELLER OR THE CONSUMMATION BY SELLER OF THE
TRANSACTIONS TO WHICH IT IS A PARTY THAT ARE CONTEMPLATED HEREBY.
5.10
NO PROCEEDINGS WITH GOVERNMENTAL AUTHORITIES.
THERE IS NO
PROCEEDING AGAINST SELLER PENDING BEFORE ANY GOVERNMENTAL AUTHORITIES, OR AS TO
WHICH SELLER HAS RECEIVED ANY WRITTEN NOTICE OF, ASSERTION OR, TO THE KNOWLEDGE
OF SELLER, ANY PROCEEDING THREATENED, RELATING TO THE REAL PROPERTY.
5.11
HAZARDOUS SUBSTANCES.
TO SELLER'S KNOWLEDGE, NO HAZARDOUS
SUBSTANCES HAVE BEEN STORED ON THE REAL PROPERTY, AND SELLER IS NOT SUBJECT TO
ANY PENDING OR, TO SELLER'S KNOWLEDGE, THREATENED ENFORCEMENT OR INVESTIGATORY
ACTION BY ANY GOVERNMENTAL AUTHORITIES REGARDING HAZARDOUS SUBSTANCES WITH
RESPECT TO THE REAL PROPERTY.
5.12
NO MATERIAL ENVIRONMENTAL CONDITIONS.
TO SELLER'S KNOWLEDGE, THERE
ARE NO MATERIAL ENVIRONMENTAL CONDITIONS PERTAINING TO THE REAL PROPERTY WHICH
ARE NOT REFLECTED IN (I) THAT CERTAIN PHASE 1 ENVIRONMENTAL SITE ASSESSMENT OF
ATC ASSOCIATES, INC., DATED JANUARY 10, 2007; (II) THAT CERTAIN PHASE I
ENVIRONMENTAL REPORT OF KLEINFELDER, INC., DATED APRIL 22, 1998, AS SUPPLEMENTED
BY THAT CERTAIN LETTER FROM KLEINFELDER, INC., TO ROBERT GACH, DATED AUGUST 13,
1998, (III) THAT CERTAIN PHASE I ENVIRONMENTAL SITE ASSESSMENT OF UNOCAL
PROPERTY 6484 OF PHR ENVIRONMENTAL CONSULTANTS, INC., DATED OCTOBER, 1997,
(IV) THAT CERTAIN PHASE I ENVIRONMENTAL SITE ASSESSMENT OF BROADBENT &
ASSOCIATES, INC., DATED OCTOBER 1991 AND (V) THAT CERTAIN SITE INVESTIGATION
REPORT OF HARDING LAWSON ASSOCIATES, DATED APRIL 25, 1988.
5.13
NO BILLBOARD LEASES.
THERE ARE NO BILLBOARD LEASES ENCUMBERING THE
REAL PROPERTY.
5.14
"AS IS" SALE.
(A)
PURCHASER EXPRESSLY ACKNOWLEDGES AND AGREES TO ACCEPT THE REAL
PROPERTY ON AN "AS-IS-WHERE-IS AND WITH ALL FAULTS" BASIS, EXCEPT AS OTHERWISE
PROVIDED IN THIS AGREEMENT.
(B)
THIS AGREEMENT, AS WRITTEN, CONTAINS ALL THE TERMS OF THE
AGREEMENT ENTERED INTO BETWEEN THE PARTIES AS OF THE DATE HEREOF, AND PURCHASER
ACKNOWLEDGES THAT NEITHER SELLER NOR ANY PERSON CONTROLLING, CONTROLLED BY OR
UNDER COMMON CONTROL WITH SELLER (COLLECTIVELY, "SELLER'S AFFILIATES"), NOR ANY
OF