COULD GIVE
RISE TO ANY MECHANIC'S OR MATERIALMAN'S OR OTHER STATUTORY LIEN AGAINST THE SITE
OTHER THAN CHARGES INCURRED IN THE ORDINARY COURSE OF BUSINESS AND WHICH SHALL
BE TIMELY PAID.
(D)
TO THE SELLER PARTIES' KNOWLEDGE, TRUE AND ACCURATE COPIES OF THE
EXISTING OWNER'S TITLE INSURANCE POLICY WITH RESPECT TO THE SITE ISSUED TO
WHEATLAND LLC AND LAKE LLC AND THE LENDER'S TITLE INSURANCE POLICY ISSUED TO
CITIBANK, N.A., AS COLLATERAL AGENT, ARE ATTACHED HERETO AS SCHEDULE 5.8(D).
(E)
THERE ARE NO TAX PROCEEDINGS PENDING IN RESPECT OF THE SITE.
(F)
SCHEDULE 5.8(F) DESCRIBES ALL OF THE LEASES, LICENSES AND
OCCUPANCY AGREEMENTS AFFECTING THE SITE AND TO WHICH EITHER OF THE SELLER
PARTIES IS A PARTY, WHETHER AS LESSOR OR LESSEE (THE "LEASES").
NO THIRD PARTY
HAS ANY OCCUPANCY OR USE RIGHTS WITH RESPECT TO THE OWNED REAL PROPERTY EXCEPT
PURSUANT TO THE LEASES.
ALL LEASES ARE IN FULL FORCE AND EFFECT.
ALL MATERIAL
OBLIGATIONS OF THE SELLER PARTIES UNDER THE LEASES AND, TO THE SELLER PARTIES'
KNOWLEDGE, ALL MATERIAL OBLIGATIONS OF THE OTHER PARTIES TO THE LEASES UNDER
SUCH LEASES, IN EACH CASE, TO BE PERFORMED THROUGH THE DATE HEREOF HAVE BEEN
PERFORMED IN FULL.
THE SELLER PARTIES HAVE NOT RECEIVED ANY NOTICE OF DEFAULT
BY EITHER OF THE SELLERS UNDER ANY OF THE LEASES.
22
(G)
THERE ARE NO SURFACE CONDITIONS, AND TO THE SELLER PARTIES'
KNOWLEDGE, THERE ARE NO SUBSURFACE CONDITIONS, UPON THE SITE WHICH CONSTITUTE,
OR WHICH WITH THE PASSING OF TIME MAY CONSTITUTE, A PUBLIC NUISANCE.
TO THE
SELLER PARTIES' KNOWLEDGE, THE SITE DOES NOT CONTAIN ANY ARCHEOLOGICAL
ARTIFACTS, HUMAN REMAINS OR OTHER HISTORICAL OR ARCHEOLOGICAL MATERIALS WHICH
ARE REGULATED UNDER ANY LAWS.
(H)
TO THE SELLER PARTIES' KNOWLEDGE, THERE ARE NO PUBLIC IMPROVEMENTS
PENDING, CONTEMPLATED OR PROPOSED RELATING TO THE SITE.
NONE OF THE SELLER
PARTIES HAVE COMMENCED ANY IMPROVEMENTS UPON THE OWNED REAL PROPERTY, NOR TO THE
SELLER PARTIES' KNOWLEDGE, ARE ANY SUCH IMPROVEMENTS CONTEMPLATED OR PROPOSED TO
BE COMMENCED UPON THE OWNED REAL PROPERTY.
(I)
THE SITE IS SERVED BY PUBLIC ELECTRIC, TELEPHONE AND UTILITY
SERVICES WHICH ARE MADE AVAILABLE TO THE SITE FROM PUBLIC UTILITY EASEMENTS,
APPURTENANT INSURED EASEMENTS OR PUBLIC RIGHTS-OF-WAY.
ALL SUCH UTILITIES ARE
ADEQUATE AND HAVE SUFFICIENT CAPACITY FOR OPERATION AND USE OF THE WHEATLAND
FACILITY AS CURRENTLY OPERATED AND USED AND FOR COMPLIANCE WITH THE ASSUMED
CONTRACTS.
(J)
(I) THE OBLIGATIONS OF THE SELLERS WITH REGARD TO ALL APPLICABLE
COVENANTS, EASEMENTS AND RESTRICTIONS AFFECTING THE SITE HAVE BEEN AND ARE BEING
PERFORMED IN A PROPER AND TIMELY MANNER BY THE SELLERS, EXCEPT FOR SUCH MATTERS
WHICH WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, BE REASONABLY LIKELY TO HAVE
A MATERIAL ADVERSE EFFECT, (II) THE SELLERS ARE NOT CURRENTLY IN DEFAULT UNDER
ANY AGREEMENT, ORDER, JUDGMENT OR DECREE RELATING TO THE SITE, AND NO CONDITIONS
OR CIRCUMSTANCES EXIST WHICH, WITH THE GIVING OF NOTICE OR PASSAGE OF TIME,
WOULD CONSTITUTE A DEFAULT OR BREACH WITH RESPECT TO ANY SUCH AGREEMENT, ORDER,
JUDGMENT OR DECREE, EXCEPT FOR