PENDING OR, TO THE BEST OF SELLER'S KNOWLEDGE, THREATENED
AGAINST OR AFFECTING SELLER AT LAW OR IN EQUITY BEFORE ANY COURT OR
ADMINISTRATIVE OFFICE OR AGENCY THAT, IF ADVERSELY DECIDED, WOULD HAVE A
MATERIAL ADVERSE EFFECT ON THE BUSINESS, OPERATIONS, CONDITION (FINANCIAL OR
OTHERWISE) OR PROSPECTS OF SELLER OR ON THE ABILITY OF SELLER TO PERFORM ITS
OBLIGATIONS UNDER THE RELEVANT DOCUMENTS.
SELLER
3
IS NOT IN DEFAULT IN THE PAYMENT OF ANY TAXES LEVIED OR ASSESSED AGAINST THE
PROPERTY OR ANY OF ITS OTHER ASSETS THAT ARE DUE AND PAYABLE, AND HAS FILED ALL
TAX RETURNS THAT ARE REQUIRED TO BE FILED.
11.
COMPLIANCE.
THE PROPERTY, INCLUDING THE USE
AND OPERATION THEREOF, IS AND AT THE TIME OF CLOSING WILL BE, IN COMPLIANCE WITH
ALL APPLICABLE LEGAL REQUIREMENTS (AS DEFINED IN THE LEASE), INCLUDING WITHOUT
LIMITATION THE AMERICANS WITH DISABILITIES ACT, PUBLIC LAW 101-336, AS CODIFIED,
AND WITH ALL REQUIREMENTS OF EVERY GOVERNMENTAL AUTHORITY, INCLUDING WITHOUT
LIMITATION ZONING, SUBDIVISION, BUILDING AND ENVIRONMENTAL REQUIREMENTS.
THE
PROPERTY IS SEPARATELY ASSESSED FOR PURPOSES OF AD VALOREM REAL PROPERTY TAXES.
ALL PLATTING AND REPLATTING REQUIREMENTS IN RESPECT OF THE LAND HAVE BEEN
SATISFIED TO ACCOMMODATE THE OPERATION OF THE IMPROVEMENTS AND NO SUBDIVISION OR
PARCEL MAP NOT ALREADY OBTAINED IS REQUIRED TO TRANSFER SELLER'S INTEREST IN THE
PROPERTY TO PURCHASER.
EXCEPT FOR THE PILOT REGIME IN EFFECT FOR THE PROPERTY,
THERE IS NO SPECIAL OR PREFERENTIAL ASSESSMENT IN EFFECT WITH RESPECT TO THE
PROPERTY.
THE PROPERTY IS PRESENTLY ZONED GENERAL CENTRAL COMMERCIAL DISTRICT
AND LIGHT MANUFACTURING DISTRICT, ALL WITHIN THE SPECIAL MIDTOWN DISTRICT.
NO
VARIANCES, RELIANCE ON ADJACENT PROPERTY OR SPECIAL EXCEPTION IS REQUIRED FOR
THE OPERATION AND USE OF THE IMPROVEMENTS.
12.
DECLARATIONS.
EXCEPT AS DISCLOSED IN THAT
CERTAIN TITLE REPORT ISSUED BY CHICAGO TITLE INSURANCE COMPANY IN FAVOR OF
PURCHASER PERTAINING TO THE PROPERTY AND DATED ON OR ABOUT THE DATE HEREOF
("TITLE REPORT"), THERE ARE NO DECLARATIONS OF COVENANTS, CONDITIONS AND
RESTRICTIONS OR SIMILAR AGREEMENTS ("DECLARATIONS") THAT RUN WITH THE LAND TO
WHICH SELLER IS A PARTY OR BY WHICH SELLER OR THE PROPERTY OR ANY PORTION
THEREOF MAY BE BOUND; AND SELLER HAS DELIVERED OR CAUSED TO BE DELIVERED TO
PURCHASER TRUE, COMPLETE AND LEGIBLE COPIES OF ALL DECLARATIONS AND RELATED
AGREEMENTS.
13.
REPRESENTATION REGARDING DECLARATIONS.
EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THE TITLE REPORT, THERE HAS BEEN NO
WRITTEN CLAIM OF DEFAULT UNDER ANY OF THE DECLARATIONS BY ANY PARTY THERETO THAT
HAS NOT BEEN CURED; AND, TO SELLER'S KNOWLEDGE, THERE EXISTS NO EVENT THAT
ALONE, OR WITH NOTICE OR THE LAPSE OF TIME, OR BOTH, WOULD CONSTITUTE A DEFAULT
UNDER ANY OF THE DECLARATIONS BY ANY PARTY THERETO; EXCEPT, HOWEVER, THAT SELLER
HAS ADVISED PURCHASER THAT SELLER HAS RECEIVED NOTICE FROM ESDC STATING THAT IT
IS NOT IN COMPLIANCE WITH ITS OBLIGATIONS TO PROVIDE ESDC, FOR ESDC'S REVIEW AND
APPROVAL IN ACCORDANCE WITH THE TERMS OF THE SEVERANCE LEASE, WITH DETAILS
RELATING TO THE DESIGN AND PROGRAMMING OF THE FLAT SCREEN TELEVISIONS INSTALLED
BY