ANY PORTION OF THE REAL PROPERTY, AND NO WRITTEN NOTICE OF
ANY SUCH VIOLATION HAS BEEN ISSUED BY ANY GOVERNMENTAL ENTITY.
(F)
THE REAL PROPERTY WAS LAST REASSESSED AS SET FORTH IN
SECTION 3.12 OF THE COMPANY DISCLOSURE SCHEDULE, AND TO THE KNOWLEDGE OF COMPANY
NO ASSESSMENTS FOR PUBLIC IMPROVEMENTS HAVE BEEN MADE OR ARE PROPOSED TO BE
MADE, AGAINST THE REAL
17
PROPERTY WHICH REMAIN UNPAID AND ALL PUBLIC IMPROVEMENTS ORDERED, COMMENCED OR
COMPLETED PRIOR TO THE CLOSING DATE SHALL BE PAID FOR IN FULL BY COMPANY PRIOR
TO THE CLOSING DATE.
(G)
EACH PARCEL OF THE REAL PROPERTY CONSTITUTES ONE SINGLE PARCEL OF
GROUND ADJACENT TO AND WITH DIRECT ACCESS TO EACH ABUTTING STREET. ALL STREETS
ADJOINING OR TRAVERSING THE REAL PROPERTY HAVE BEEN DEDICATED AND ACCEPTED BY
THE LOCAL MUNICIPAL AUTHORITIES.
(H)
ALL PUBLIC UTILITIES REQUIRED FOR THE OPERATION OF THE REAL
PROPERTY EITHER ENTER THE REAL PROPERTY THROUGH ADJOINING PUBLIC STREETS, OR IF
THEY PASS THROUGH ADJOINING PRIVATE LAND, DO SO IN ACCORDANCE WITH VALID PUBLIC
OR PRIVATE EASEMENTS.
(I)
THE LEASES ARE IN FULL FORCE AND EFFECT, AND THE COMPANY HOLDS A
VALID AND EXISTING LEASEHOLD INTEREST UNDER EACH OF THE LEASES. THE COMPANY HAS
DELIVERED TO C&T COMPLETE AND ACCURATE COPIES OF EACH OF THE LEASES (INCLUDING
ALL NOTICES EXERCISING RENEWAL, EXPANSION, TERMINATION OR OTHER RIGHTS UNDER THE
LEASES), AND NONE OF THE LEASES HAS BEEN MODIFIED IN ANY RESPECT, EXCEPT TO THE
EXTENT THAT THE COPIES DELIVERED TO C&T DISCLOSE SUCH MODIFICATIONS. THE COMPANY
HAS NOT LEASED OR SUBLET, AS LESSOR, SUBLESSOR, LICENSOR OR THE LIKE, ANY OF THE
REAL PROPERTY. NO LEASE IS SUBJECT TO ANY PRIME, GROUND OR MASTER LEASE,
MORTGAGE, DEED OF TRUST OR OTHER LIEN OR INTEREST WHICH WOULD ENTITLE THE
INTEREST HOLDER TO INTERFERE WITH OR DISTURB THE COMPANY'S RIGHTS UNDER THE
LEASE WHILE THE COMPANY IS NOT IN DEFAULT UNDER THE LEASE (OTHER THAN A
PERMITTED LIEN). THE COMPANY IS NOT IN DEFAULT, AND NO CIRCUMSTANCES EXIST
WHICH, IF UNREMEDIED, WOULD, EITHER WITH OR WITHOUT NOTICE OR THE PASSAGE OF
TIME OR BOTH, RESULT IN SUCH DEFAULT BY THE COMPANY UNDER ANY OF THE LEASES;
NOR, TO THE KNOWLEDGE OF THE COMPANY, IS ANY OTHER PARTY TO ANY OF THE LEASES IN
DEFAULT. "KNOWLEDGE" AS IT RELATES TO ANY PERSON MEANS THE ACTUAL KNOWLEDGE OF
SUCH PERSON IF THE PERSON IS AN INDIVIDUAL, OR THE KNOWLEDGE OF ANY OFFICER OF
SUCH PERSON IF SUCH PERSON IS A CORPORATION, PARTNERSHIP, ASSOCIATION, LIMITED
LIABILITY COMPANY, TRUST, UNINCORPORATED ORGANIZATION, OTHER ENTITY OR GROUP, IN
EACH CASE, AS SUCH KNOWLEDGE HAS BEEN OBTAINED IN THE NORMAL CONDUCT OF THE
BUSINESS AFTER THE EXERCISE OF REASONABLE DILIGENCE, INCLUDING SUCH KNOWLEDGE AS
A REASONABLY PRUDENT PERSON IN SIMILAR BUSINESS OR OWNERSHIP POSITIONS WOULD
HAVE OBTAINED UPON THE EXERCISE OF REASONABLE DILIGENCE.
(J)
ALL OF THE BUILDINGS, FIXTURES, LEASEHOLD IMPROVEMENTS AND OTHER
ITEMS OF PERSONAL PROPERTY NECESSARY FOR THE CONDUCT OF THE BUSINESS OF THE
COMPANY AS NOW CONDUCTED AND PRESENTLY PROPOSED TO