ANY TAX AND THERE ARE NO MATERIAL CLAIMS FOR
TAXES WHICH MIGHT RESULT IN ANY SUCH LIENS.
(V)
ACQUISITION FOR INVESTMENT.
SELLER
ACKNOWLEDGES THAT THE NOTE WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933 OR QUALIFIED OR REGISTERED UNDER ANY STATE SECURITIES LAWS AND THAT NO
PUBLIC MARKET EXISTS FOR THE NOTE.
SELLER IS ACQUIRING THE NOTE FOR ITS OWN
ACCOUNT, AND NOT WITH A VIEW TO THE RESALE OR DISTRIBUTION THEREOF OTHERWISE
THAN IN COMPLIANCE WILL ALL APPLICABLE STATE AND FEDERAL SECURITIES LAWS.
SELLER IS AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501 OF REGULATION
D UNDER THE SECURITIES ACT OF 1933 AND CAN BEAR THE ECONOMIC RISK OF ITS
INVESTMENT IN THE NOTE, AND HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL OR
BUSINESS MATTERS THAT IT IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS
INVESTMENT IN THE NOTE.
(W)
NO LEASEHOLD INTEREST.
NONE OF THE SELLER NOR
ANY TAX AFFILIATE OF THE SELLER HAS ANY LEASEHOLD INTEREST IN THE PROPERTY, OR
ANY LEASEBACK OF ANY PORTION OF THE PROPERTY THAT WOULD RESULT, AT OR
IMMEDIATELY FOLLOWING THE CLOSING, IN A LEASE DESCRIBED IN SECTION
23
514(C)(9)(B) (III) OF THE CODE, NOR WILL ANY SUCH LEASE OR LEASEBACK BE CREATED
BY THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
(X)
DUE DILIGENCE DOCUMENTS.
THE DOCUMENTS TO
BE MADE AVAILABLE TO THE PURCHASER AND ITS REPRESENTATIVES DURING THE
PURCHASER'S DUE DILIGENCE REVIEW OF THE PROPERTY, INCLUDING THOSE DOCUMENTS
DESCRIBED ON THE DISCLOSURE SCHEDULE, WERE (A) PREPARED AND USED IN THE ACTUAL
AND ORDINARY COURSE OF THE SELLER'S BUSINESS OPERATIONS AND ARE CORRECT AND
COMPLETE COPIES OF SUCH DOCUMENTS, OR, TO THE EXTENT THAT SUCH DOCUMENTS CONTAIN
CONFIDENTIAL INFORMATION WHICH SELLER CANNOT DISCLOSE TO PURCHASER, ARE
SUMMARIES OF CORRECT AND COMPLETE DOCUMENTS USED IN THE ACTUAL AND ORDINARY
COURSE OF SELLER'S BUSINESS OPERATIONS AND (B) TO THE KNOWLEDGE OF THE SELLER,
ARE NOT INCORRECT, INACCURATE OR MISLEADING IN ANY MATERIAL RESPECT WHEN TAKEN
AS A WHOLE.
(Y)
ABSENCE OF CHANGES.
SINCE DECEMBER 31,
2002, (I) THERE HAS NOT BEEN ANY CASUALTY LOSS, EXCEPT NORMAL WEAR AND TEAR OF
THE ELEMENTS, AND (II) THERE HAS NOT BEEN ANY MATERIAL LIABILITY OF THE SELLER
WITH REGARD TO THE PROPERTY, CONTINGENT OR OTHERWISE, OTHER THAN TRADE ACCOUNTS,
OPERATING EXPENSES, OBLIGATIONS UNDER EXECUTORY CONTRACTS INCURRED FOR FAIR
CONSIDERATION, OR TAXES ACCRUED WITH RESPECT TO OPERATIONS DURING SUCH PERIOD,
ALL INCURRED IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICES.
(Z)
MINERAL AND WATER RIGHTS.
NEITHER SELLER
NOR ANY OF ITS SUBSIDIARIES OR AFFILIATES HAS ANY RIGHT, TITLE AND INTEREST IN
OR TO ANY MINERALS OR MINERAL INTERESTS AND ANY RIGHT, TITLE AND INTEREST IN OR
TO ANY SURFACE WATER OR WATER RIGHTS, IN EACH CASE WITH RESPECT TO THE REAL
PROPERTY, THAT ARE NOT BEING CONVEYED TO PURCHASER HEREUNDER.
EXCEPT AS SET
FORTH IN SECTION 4.01(Z) OF THE DISCLOSURE SCHEDULE, TO THE KNOWLEDGE OF SELLER,
SELLER HAS NOT SOLD, CONVEYED, ASSIGNED, TRANSFERRED OR LICENSED ANY SURFACE
WATER OR SURFACE WATER