ALL CONSTRUCTION,
EQUIPMENT LEASING, SERVICE, EQUIPMENT, SUPPLY, UTILITIES, MAINTENANCE, OR
CONCESSION OR OTHER AGREEMENTS RELATING TO THE OWNERSHIP, USE, MAINTENANCE,
REPAIR, MANAGEMENT OR OPERATION OF THE PROPERTY IN SELLER'S POSSESSION WHICH ARE
CURRENTLY IN FORCE WITH RESPECT TO THE PROPERTY (COLLECTIVELY, THE "CONTRACTS").
TO SELLER'S ACTUAL KNOWLEDGE, THE ITEMS DELIVERED TO BUYER PURSUANT TO THIS
SECTION 3.4 SHALL BE ACCURATE AND COMPLETE COPIES OF ALL OF THE CONTRACTS
AFFECTING THE PROPERTY. TO SELLER'S ACTUAL KNOWLEDGE, THERE ARE NO MANAGEMENT
AGREEMENTS, CONTRACTS, OR OTHER AGREEMENTS AFFECTING THE PROPERTY OR THE
OPERATION OR MAINTENANCE THEREOF, EXCEPT AS SELLER HAS OTHERWISE DISCLOSED TO
BUYER IN WRITING WITHIN FIVE (5) DAYS FOLLOWING THE EXECUTION DATE;
3.5
LEASES. SELLER HAS NOT LEASED OR LICENSED THE
PROPERTY TO A THIRD PARTY, AND THERE ARE NO OTHER PARTIES OCCUPYING, OR WITH A
RIGHT TO OCCUPY, THE PROPERTY.
3.6
DOCUMENTS. WITHIN FIVE (5) DAYS AFTER THE
EXECUTION DATE, SELLER SHALL DELIVER TO BUYER ALL DOCUMENTS IN ITS POSSESSION
REGARDING THE PROPERTY, INCLUDING WITHOUT LIMITATION THE CATEGORIES OF DOCUMENTS
LISTED IN EXHIBIT "D", ATTACHED HERETO (THE "PROPERTY DOCUMENTS"). TO SELLER'S
ACTUAL KNOWLEDGE, THE ITEMS DELIVERED TO BUYER PURSUANT TO THIS SECTION 3.4
SHALL BE ACCURATE AND COMPLETE COPIES OF ALL OF THE PROPERTY DOCUMENTS AFFECTING
THE PROPERTY. SELLER ALSO SHALL MAKE AVAILABLE TO BUYER, IN SELLER'S OFFICE, ALL
OF SELLER'S BOOKS AND RECORDS WITH RESPECT TO THE PROPERTY.
3.7
MAINTENANCE OF PROPERTY; NEW LEASES. SELLER
SHALL MAINTAIN THE PROPERTY IN THE CONDITION EXISTING ON THE DATE HEREOF,
REASONABLE WEAR AND TEAR EXCEPTED. DURING THE PERIOD FROM THE EXECUTION DATE TO
THE EARLIER OF THE CLOSING OR TERMINATION OF THIS AGREEMENT, SELLER SHALL NOT
ENTER INTO ANY LEASES, CONTRACTS OR OTHER AGREEMENTS OR UNDERSTANDINGS WHICH
WOULD BE BINDING ON THE PROPERTY AFTER THE CLOSING OR RESULT IN ANY LIABILITY TO
BUYER UPON OR AFTER BUYER'S PURCHASE OF THE PROPERTY, UNLESS BUYER PROVIDES ITS
WRITTEN CONSENT TO SELLER ENTERING INTO SUCH AGREEMENTS, WHICH CONSENT BUYER
MAY WITHHOLD IN ITS SOLE AND ABSOLUTE DISCRETION.
3.8
VIOLATIONS. OTHER THAN WITH RESPECT TO THE
ENVIRONMENTAL CONDITION OF THE PROPERTY AS DISCLOSED IN THE PROPERTY DOCUMENTS,
SELLER HAS NOT RECEIVED ANY WRITTEN NOTICE THAT THE PROPERTY IS IN VIOLATION OF
ANY LAW, ZONING, BUILDING OR OTHER CODE, ORDINANCE, RULE, REGULATION, OR
REQUIREMENT OF ANY GOVERNMENTAL AGENCY, BODY, OR SUBDIVISION AFFECTING OR
RELATING TO THE PROPERTY, OR ANY PORTION THEREOF, INCLUDING, WITHOUT LIMITATION,
THE AMERICANS WITH DISABILITIES ACT AND THE REGULATIONS PROMULGATED THEREUNDER,
AND TO SELLER'S ACTUAL KNOWLEDGE NO SUCH VIOLATIONS CURRENTLY EXIST.
3
3.9
KNOWLEDGE. WHEN USED IN THIS ARTICLE,
"SELLER'S ACTUAL KNOWLEDGE" SHALL BE LIMITED TO THE ACTUAL KNOWLEDGE OF SELLER'S
OFFICERS AND EMPLOYEES (INCLUDING SELLER'S OFFICE MANAGER) AS OF THE DATE
HEREOF, WITHOUT ANY SPECIAL DUTY OF INVESTIGATION OR INQUIRY WITH RESPECT TO THE
SUBJECT MATTER OF THE REPRESENTATIONS AND WARRANTIES CONTAIN IN THIS ARTICLE.
The representations and warranties of Seller set forth in this Agreement shall
be true and correct as of the Execution Date and on and as of the