IN VIOLATION OF ANY
APPLICABLE LAWS, RULE OR REGULATIONS IN EXISTENCE AS OF THE EFFECTIVE DATE.
9.1.7
ZONING.
TO SELLER'S CURRENT ACTUAL KNOWLEDGE, THE PROPERTY IS
PROPERLY ZONED FOR ITS CURRENT USE AND IS FREE FROM ANY USE OR OCCUPANCY
RESTRICTIONS WHICH PREVENT THE CONTINUED PRESENT USE OF THE PROPERTY.
9.1.8
LEASES AND PERSONAL PROPERTY.
SELLER HAS DELIVERED TO PURCHASER
TRUE, CORRECT AND COMPLETE COPIES OF THE DOCUMENTS EVIDENCING THE LEASES.
THE
LEASES ARE IN FULL FORCE AND EFFECT AND, TO SELLER'S KNOWLEDGE, NEITHER THE
LANDLORD NOR THE TENANT IS IN DEFAULT UNDER ANY LEASE.
EXCEPT FOR ANY
PROVISIONS CONTAINED IN THE DOCUMENTS CREATING, EVIDENCING OR SECURING THE
EXISTING LOAN:
(A)
SELLER HAS THE SOLE RIGHT TO COLLECT THE RENTS UNDER THE LEASES
AND NEITHER SUCH RIGHT, NOR ANY OF THE LEASES, HAVE BEEN ASSIGNED, PLEDGED,
HYPOTHECATED, OR OTHERWISE ENCUMBERED BY SELLER; AND
(B)
THE PERSONAL PROPERTY TO BE CONVEYED HEREIN IS OTHERWISE FREE FROM
ANY ENCUMBRANCE.
9.1.9
LITIGATION.
SELLER KNOWS OF NO LITIGATION OR THREATENED LITIGATION
AFFECTING THE PROPERTY OR SELLER'S ABILITY TO SELL THE PROPERTY.
9.1.10
SELLER'S KNOWLEDGE.
SELLER REPRESENTS AND WARRANTS THAT JOHN
GREENMAN AND MONICA DEAN ARE THE PERSONS MOST KNOWLEDGEABLE WITH RESPECT TO THE
PROPERTY AND THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN.
9.1.11
EXISTING LOAN.
(A)
THE UNPAID PRINCIPAL BALANCE OF AND ACCRUED AND UNPAID INTEREST
UNDER THE EXISTING LOAN IS TWENTY-THREE MILLION SEVEN HUNDRED THIRTY-NINE
THOUSAND TWO HUNDRED NINETY-TWO AND 09/100 DOLLARS ($23,739,292.09) AS OF
OCTOBER 31, 2005.
(B)
TO SELLER'S KNOWLEDGE, SELLER IS NOT IN DEFAULT UNDER ANY OF THE
INSTRUMENTS CREATING OR EVIDENCING THE EXISTING LOAN OR THE SECURITY THEREOF
AND, TO SELLER'S KNOWLEDGE, NO EVENT HAS OCCURRED WHICH, WITH THE PASSAGE OF
TIME OR THE GIVING OF NOTICE, OR BOTH, WOULD CONSTITUTE A DEFAULT OR EVENT OF
DEFAULT THEREUNDER.
9.1.12
PRIVILEGE TAXES.
SELLER HAS PAID, OR WILL PAY ON OR BEFORE THEIR DUE
DATE, ALL TRANSACTION PRIVILEGE TAXES, INCLUDING SALES, USE OR RENTAL TAXES
(COLLECTIVELY, "PRIVILEGE TAXES"), DUE ON OR BEFORE THE CLOSING DATE WITH
RESPECT TO THE PROPERTY AND HAS RESERVED, OR WILL RESERVE BEFORE THE CLOSING,
AMOUNTS NECESSARY TO PAY PRIVILEGE TAXES DUE AFTER THE CLOSING DATE IN RESPECT
OF PERIODS ENDING ON OR BEFORE THE CLOSING DATE.
SELLER HAS FILED, OR WILL
TIMELY FILE ON OR BEFORE THEIR DUE DATE, ALL TAX RETURNS REQUIRED IN CONNECTION
WITH ANY PRIVILEGE TAXES.
9.2
PURCHASER'S REPRESENTATIONS AND WARRANTIES.
PURCHASER REPRESENTS
AND WARRANTS TO SELLER THAT:
9.2.1
ORGANIZATION AND AUTHORITY.
PURCHASER HAS BEEN DULY ORGANIZED AND
IS VALIDLY EXISTING AS A PARTNERSHIP IN GOOD STANDING IN THE STATE OF DELAWARE
AND IS QUALIFIED TO DO BUSINESS IN THE STATE IN WHICH THE REAL PROPERTY IS
LOCATED.
PURCHASER HAS THE FULL RIGHT AND AUTHORITY AND HAS OBTAINED ANY AND
ALL CONSENTS REQUIRED TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE OR CAUSE TO
BE CONSUMMATED THE TRANSACTIONS CONTEMPLATED HEREBY.
THIS AGREEMENT HAS BEEN,
AND ALL OF THE DOCUMENTS TO BE DELIVERED BY PURCHASER AT THE CLOSING WILL BE,
AUTHORIZED AND PROPERLY EXECUTED