SUCH
PROPERTY, ARE LEGAL, VALID, BINDING, ENFORCEABLE AND IN FULL FORCE AND EFFECT,
AND TO THE BEST OF TENANT'S KNOWLEDGE, NO PARTY IS IN BREACH OR DEFAULT, AND NO
EVENT HAS OCCURRED WHICH WITH NOTICE OR LAPSE OF TIME, OR BOTH, WOULD CONSTITUTE
A BREACH OF DEFAULT, OR PERMIT TERMINATION, MODIFICATION, OR ACCELERATION UNDER
SUCH AGREEMENTS, AND NO PARTY HAS REPUDIATED ANY PROVISION OF SUCH AGREEMENTS;
(B)
TENANT HAS NOT RECEIVED WRITTEN NOTICE OF
ANY PENDING OR THREATENED CONDEMNATION ACTIONS WITH RESPECT TO SUCH PROPERTY OR
ANY PART THEREOF;
(C)
THERE ARE NO ACTIONS, SUITS OR PROCEEDINGS
PENDING AGAINST SUCH PROPERTY IN ANY COURT OF LAW, OR IN EQUITY OR BEFORE ANY
COURT, ADMINISTRATIVE AGENCY, COMMISSION OR OTHER PUBLIC GOVERNMENTAL AUTHORITY;
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(D)
TO TENANT'S KNOWLEDGE, EACH PROPERTY IS DULY
LICENSED AND CURRENTLY COMPLIES WITH LICENSING UNDER APPLICABLE STATE AND LOCAL
LAWS TO OPERATE SUCH PROPERTY IN THE MANNER THAT IT IS PRESENTLY BEING OPERATED,
AND TENANT HAS NOT RECEIVED ANY NOTICES OF VIOLATIONS OF ANY LAWS OR
REGULATIONS, OTHER THAN THOSE VIOLATIONS OF LAW, RULES, REGULATIONS, ORDINANCES,
ORDERS OR REQUIREMENTS NOTED IN OR ISSUED BY ANY FEDERAL, STATE, COUNTY,
MUNICIPAL OR OTHER DEPARTMENT OR GOVERNMENTAL AGENCY HAVING JURISDICTION AGAINST
OR AFFECTING EITHER PROPERTY WHENEVER NOTED OR ISSUED;
(E)
TO TENANT'S KNOWLEDGE, TENANT HAS NOT
VIOLATED ANY REQUIREMENTS OF LAW CURRENTLY APPLICABLE TO EITHER PROPERTY OR ANY
PART THEREOF WITH RESPECT TO:
(I) THE INSTALLATION, EXISTENCE OR REMOVAL OF OR
EXPOSURE TO ASBESTOS OR ASBESTOS-CONTAINING MATERIALS; (II) THE EXISTENCE,
DISCHARGE OR REMOVAL OF OR EXPOSURE TO HAZARDOUS MATERIALS; (III) AIR EMISSIONS,
WATER DISCHARGES, NOISE EMISSIONS AND ANY OTHER ENVIRONMENTAL, HEALTH OR SAFETY
MATTER; AND (IV) EFFECTS ON THE ENVIRONMENT OF SUCH PROPERTY OR ANY PART THEREOF
OR OF ANY ACTIVITY HERETOFORE, NOW OR HEREAFTER CONDUCTED ON SUCH PROPERTY
(COLLECTIVELY, THE "RELEVANT ENVIRONMENTAL LAWS");
(F)
TENANT HAS NOT RECEIVED ANY NOTICE OF ANY
CLAIM OR CITATION OF NONCOMPLIANCE WITH RESPECT TO ANY VIOLATION OF RELEVANT
ENVIRONMENTAL LAWS AND, TO TENANT'S KNOWLEDGE, THERE ARE NO FACTS,
CIRCUMSTANCES, CONDITIONS OR OCCURRENCES ON EITHER PROPERTY THAT COULD
REASONABLY BE EXPECTED TO RESULT IN THE VIOLATION OF ANY SUCH RELEVANT
ENVIRONMENTAL LAWS OR CAUSE SUCH PROPERTY TO BE SUBJECT TO ANY RESTRICTIONS ON
THE EXISTING OR CONTEMPLATED DEVELOPMENT, USE OR TRANSFERABILITY THEREOF UNDER
ANY RELEVANT ENVIRONMENTAL LAWS.
(G)
TO TENANT'S KNOWLEDGE, EACH PROPERTY AND THE
USES THEREOF COMPLY IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE BUILDING AND
ZONING ORDINANCES AND CODES;
(H)
NO GOVERNMENTAL AUTHORITY HAVING
JURISDICTION OVER EITHER PROPERTY HAS ISSUED ANY CITATIONS WITH RESPECT TO ANY
MATERIAL DEFICIENCIES OR OTHER MATTERS THAT FAIL TO CONFORM TO APPLICABLE
STATUTES, REGULATIONS OR ORDINANCES THAT HAVE NOT BEEN CORRECTED AS OF THE DATE
HEREOF; TENANT HAS NOT RECEIVED WRITTEN OR ORAL NOTICE FROM ANY AGENCY
SUPERVISING OR HAVING AUTHORITY OVER EITHER PROPERTY REQUIRING SUCH PROPERTY OR
ANY SERVICE, STAFF, OR PRACTICE PROVIDED AT SUCH PROPERTY TO BE MODIFIED,
RESTRICTED OR
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CONDITIONED AS TO SERVICE OR ELIGIBILITY OR BE REWORKED OR REDESIGNED OR
ADDITIONAL