CREDITOR'S RIGHTS GENERALLY.
NEITHER THE EXECUTION AND
DELIVERY OF THIS AGREEMENT AND ALL CLOSING DOCUMENTS TO BE EXECUTED BY SELLER,
NOR THE PERFORMANCE OF THE OBLIGATIONS OF SELLER HEREUNDER OR THEREUNDER WILL
(I) TO SELLER'S KNOWLEDGE, RESULT IN THE VIOLATION OF ANY LAW, (II) RESULT IN
THE VIOLATION OF ANY PROVISION OF THE ORGANIZATIONAL DOCUMENTS OF SELLER, OR
(III) CONFLICT WITH ANY ORDER OR DECREE OF ANY COURT OR GOVERNMENTAL
INSTRUMENTALITY OF ANY NATURE BY WHICH SELLER OR THE PROPERTY IS BOUND.
(B)
PENDING LITIGATION.
SELLER HAS NOT RECEIVED
ANY WRITTEN NOTICE OF ANY CURRENT OR PENDING LITIGATION AGAINST SELLER WHICH, IF
DETERMINED ADVERSELY TO SELLER, IS REASONABLY LIKELY TO HAVE A MATERIALLY
ADVERSE EFFECT ON SELLER OR THE PROPERTY, AND SELLER HAS NO ACTUAL KNOWLEDGE OF
THE EXISTENCE OR THREAT OF ANY SUCH ACTION, SUIT, PROCEEDING OR OTHER
LITIGATION.
(C)
CONTRACTS.
SELLER HAS NOT RECEIVED OR
GIVEN ANY WRITTEN NOTICE OF DEFAULT UNDER THE TERMS OF ANY OF THE ARCHITECT'S
CONTRACT, ENGINEER'S CONTRACT, CONSTRUCTION CONTRACT, CONSTRUCTION LOAN
DOCUMENTS OR ANY OTHER CONTRACT, EXCEPT AS LISTED IN EXHIBIT L ATTACHED HERETO.
(D)
LEASES.
SELLER HAS NOT, AND PRIOR TO THE
CLOSING SELLER WILL NOT, ENTER INTO, AND SELLER HAS NO KNOWLEDGE OF, ANY LEASE
OR OCCUPANCY AGREEMENT AFFECTING THE PROPERTY.
(E)
SELLER'S FINANCIAL CONDITION.
NO PETITION
HAS BEEN FILED BY SELLER UNDER THE FEDERAL BANKRUPTCY CODE OR ANY SIMILAR STATE
OR FEDERAL LAW.
(F)
PATRIOT ACT COMPLIANCE.
SELLER IS NOT
ACTING, DIRECTLY OR INDIRECTLY FOR, OR ON BEHALF OF, ANY PERSON, GROUP, ENTITY
OR NATION NAMED BY ANY EXECUTIVE ORDER (INCLUDING THE SEPTEMBER 24, 2001,
EXECUTIVE ORDER BLOCKING PROPERTY AND PROHIBITING TRANSACTIONS WITH PERSONS WHO
COMMIT, THREATEN TO COMMIT, OR SUPPORT TERRORISM) OR THE UNITED STATES TREASURY
DEPARTMENT AS A TERRORIST, "SPECIALLY DESIGNATED NATIONAL AND BLOCKED PERSON,"
OR OTHER BANNED OR BLOCKED PERSON, GROUP, ENTITY OR NATION PURSUANT TO ANY LAW
THAT IS ENFORCED OR ADMINISTERED BY THE OFFICE OF FOREIGN ASSETS CONTROL, AND
SELLER IS NOT ENGAGING IN THIS TRANSACTION, DIRECTLY OR INDIRECTLY, ON BEHALF
OF, OR INSTIGATING OR FACILITATING THIS TRANSACTION, DIRECTLY OR INDIRECTLY, ON
BEHALF OF, ANY SUCH PERSON, GROUP, ENTITY OR NATION.
(G)
SELLER'S FEIN NUMBER.
SELLER'S TAX
IDENTIFICATION NUMBER IS 20-5430619.
(H)
GOVERNMENTAL REQUIREMENTS.
EXCEPT AS SET
FORTH ON EXHIBIT Y, SELLER DOES NOT HAVE KNOWLEDGE OF ANY DEVELOPMENT AGREEMENTS
OR SIMILAR GOVERNMENTAL REQUIREMENTS APPLICABLE TO THE CONSTRUCTION OF THE SHELL
BUILDING IMPROVEMENTS THAT ARE NOT RECORDED IN THE PUBLIC RECORDS OF MIDDLESEX
COUNTY, ON FILE WITH THE CITY OF WALTHAM, OR THAT ARE NOT GENERALLY APPLICABLE
TO ALL OTHER SIMILAR PROJECTS IN MIDDLESEX COUNTY THAT WOULD BE BINDING ON BUYER
AFTER THE CLOSING.
(I)
DOCUMENTS.
EACH DOCUMENT SET FORTH ON
EXHIBIT V ATTACHED AND INCORPORATED HEREIN DELIVERED BY ANY OF THE SELLER
PARTIES TO BUYER OR ANY BUYER'S REPRESENTATIVE PRIOR TO THE DATE HEREOF IS A
TRUE, CORRECT AND COMPLETE COPY OF SUCH DOCUMENT.
29
(J)
PERMITS.
SELLER HAS OBTAINED ALL
PERMITS REQUIRED FOR THE DEVELOPMENT OF THE REAL PROPERTY AND THE CONSTRUCTION