PRIVATE LAND, THEY DO SO IN ACCORDANCE WITH VALID PUBLIC
EASEMENTS.
ALL NECESSARY UTILITIES (INCLUDING WITHOUT LIMITATION, WATER, SEWER,
ELECTRICITY AND TELEPHONE FACILITIES) ARE AVAILABLE TO THE LEASED REAL PROPERTY
AND THERE EXISTS, TO THE KNOWLEDGE OF THE COMPANY, NO PROPOSED LIMITATION IN OR
REDUCTION OF THE QUALITY OR QUANTITY OF UTILITY SERVICES TO BE FURNISHED TO THE
LEASED REAL PROPERTY.
PERMANENT ADEQUATE SEWAGE AND WATER SYSTEMS AND
CONNECTIONS ARE AVAILABLE TO THE LEASED REAL PROPERTY AS CURRENTLY OPERATED.
(IX)
NO PROCEEDING IS PENDING OR, TO THE KNOWLEDGE OF THE COMPANY,
IS THREATENED, TO REVOKE, SUSPEND, MODIFY OR LIMIT ANY OF THE PERMITS REQUIRED
UNDER APPLICABLE LEGAL REQUIREMENTS WITH RESPECT TO ITS LEASEHOLD INTEREST IN
AND USE AND OCCUPANCY OF, THE LEASED REAL PROPERTY.
EXCEPT AS SET FORTH ON
SCHEDULE 2.8(D) OF THE COMPANY DISCLOSURE SCHEDULE, NO PERMIT WILL BE SUBJECT TO
REVOCATION, SUSPENSION, MODIFICATION OR LIMITATION AS A RESULT OF THIS AGREEMENT
OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 2.6
MATERIAL ADVERSE CHANGES.
SINCE
DECEMBER 31, 2007, THERE HAS BEEN NO, AND NO EVENT HAS HAD OR REASONABLY COULD
BE ANTICIPATED TO HAVE A, MATERIAL ADVERSE EFFECT WITH RESPECT TO THE COMPANY OR
THE ASSETS.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SINCE
DECEMBER 31, 2007, NONE OF THE FOLLOWING HAS OCCURRED:
7
(A)
ANY DESTRUCTION, DAMAGE TO OR LOSS OF ANY
ASSET (WHETHER OR NOT COVERED BY INSURANCE), WHICH INDIVIDUALLY EXCEEDS $20,000
IN VALUE OR IN THE AGGREGATE EXCEEDS $50,000 IN VALUE;
(B)
ANY ACT OR OMISSION TO DO ANY ACT WHICH
WOULD CAUSE THE BREACH OF ANY MATERIAL TERM OR MATERIAL OBLIGATION APPLICABLE TO
THE COMPANY UNDER ANY ASSUMED CONTRACT;
(C)
ANY EXECUTION, CREATION, AMENDMENT OR
TERMINATION OF ANY MATERIAL CONTRACT, AGREEMENT OR LICENSE OR ANY OTHER
TRANSACTION RELATING TO THE ASSETS, EXCEPT IN THE ORDINARY COURSE OF BUSINESS OF
THE COMPANY OR EXCEPT AS OTHERWISE AGREED TO IN WRITING BY PURCHASER AND REG;
(D)
ANY NOTICE OF ANY LITIGATION OR CLAIM
RELATING TO THE COMPANY OR THE ASSETS;
(E)
ANY WAIVER OR RELEASE OF ANY MATERIAL RIGHT
OR CLAIM WITH RESPECT TO THE COMPANY OR ANY OF THE ASSETS EXCEPT FOR CHANGE
ORDERS PROVIDED TO THE PURCHASER AND REG BY THE COMPANY AS DESCRIBED ON SCHEDULE
4 OF THE COMPANY DISCLOSURE SCHEDULE;
(F)
ANY MORTGAGE, PLEDGE OR OTHER ENCUMBRANCE
ON ANY ASSET OTHER THAN PERMITTED LIENS; OR
(G)
ANY AGREEMENT BY SELLERS TO DO ANY OF THE
FOREGOING.
SECTION 2.7
ENVIRONMENTAL COMPLIANCE
(A)
NONE OF THE COMPANY OR THE ASSETS ARE
SUBJECT TO ANY PAST, EXISTING, PENDING, OR THREATENED ACTION, SUIT,
INVESTIGATION, CLAIM, DEMAND, DIRECTIVE, INQUIRY, OR PROCEEDING BY ANY
GOVERNMENTAL AUTHORITY OR ANY OTHER PERSON ALLEGING LIABILITY OR RESPONSIBILITY
IN CONNECTION WITH HAZARDOUS MATERIALS, OR UNDER ANY LEGAL REQUIREMENT
PERTAINING TO HEALTH, THE ENVIRONMENT, OR THE REGULATION OF HAZARDOUS MATERIALS
(AS DEFINED BELOW) (COLLECTIVELY, "ENVIRONMENTAL LAWS"), NOR IS ANY OF THEM
OTHERWISE SUBJECT TO ANY REMEDIAL OR OTHER OBLIGATION OR LIABILITY (INCLUDING
WITHOUT LIMITATION STRICT LIABILITY) UNDER ENVIRONMENTAL LAWS.
THERE IS NO