THE PURCHASER, OR ITS NOMINEE, PURSUANT TO THE TERMS OF A
SEPARATE REAL ESTATE PURCHASE AGREEMENT;
(D)
EXCEPT FOR THE PERMITTED ENCUMBRANCES AND THOSE ENCUMBRANCES SET
FORTH IN SCHEDULE 3.17(D) HERETO, THERE ARE NO ENCUMBRANCES WHICH MATERIALLY AND
ADVERSELY AFFECT THE USE OR OCCUPANCY OF ALL OR ANY PART OF ANY PARCEL OF OWNED
REAL ESTATE OR ANY EASEMENTS;
(E)
EXCEPT AS SET FORTH IN SCHEDULE 3.17(E) HERETO, THE IMPROVEMENTS
LOCATED ON EACH PARCEL OF REAL ESTATE, INCLUDING FENCES, DRIVEWAYS AND OTHER
STRUCTURES OCCUPIED, USED OR CLAIMED BY THE COMPANY, SUBSIDIARY OR AFFILIATE,
ARE WHOLLY WITHIN THE BOUNDARY LINES OF SUCH PARCELS OF REAL ESTATE AND SUCH
IMPROVEMENTS AND THE PRESENT USES THEREOF BY THE COMPANY, SUBSIDIARY OR
AFFILIATE, AS APPLICABLE, DO NOT INFRINGE UPON THE RIGHTS OF ANY OTHER PERSON;
(F)
EXCEPT AS SET FORTH IN SCHEDULE 3.17(F) HERETO, NO BUILDINGS,
FENCES, DRIVEWAYS OR OTHER STRUCTURES OF ANY ADJOINING OWNER ENCROACH, IN ANY
MATERIAL RESPECT WHICH INTERFERES WITH THE OPERATION OF THE BUSINESS, UPON ANY
PART OF ANY PARCEL OF REAL ESTATE OR ANY EASEMENTS;
(G)
EXCEPT AS SET FORTH IN SCHEDULE 3.17(G), THE COMPANY, SUBSIDIARY
AND AFFILIATE, AS APPLICABLE, HAVE ALL EASEMENTS (OR ACCESS THROUGH PUBLIC
UTILITY EASEMENTS) ON TO PRIVATE PROPERTY, CONSTRUCTION PERMITS, HIGHWAY
ENCROACHMENT AGREEMENTS AND PERMITS (AND OTHER SIMILAR LICENSES AND PERMITS) AND
RIGHT-OF-WAY-LICENSES REASONABLY NECESSARY TO CONDUCT THE BUSINESS AND TO USE
AND OPERATE THE REAL ESTATE IN THE MANNER IT IS CURRENTLY BEING USED AND
OPERATED BY THE COMPANY, SUBSIDIARY AND AFFILIATE;
(H)
NEITHER THE COMPANY, SUBSIDIARY NOR AFFILIATE ARE IN DEFAULT IN
THE PERFORMANCE OF ANY MATERIAL OBLIGATION UNDER THE LEASES OR EASEMENTS, AND,
TO THE SELLER'S KNOWLEDGE, NONE OF THE OTHER PARTIES TO THE LEASES OR EASEMENTS
ARE IN DEFAULT IN PERFORMANCE OF THEIR MATERIAL OBLIGATIONS THEREUNDER, THE
LEASES AND EASEMENTS ARE IN FULL FORCE AND EFFECT, AND NEITHER THE COMPANY,
SUBSIDIARY OR AFFILIATE HAVE ASSIGNED THEIR RIGHTS UNDER THE LEASES OR
EASEMENTS;
(I)
EXCEPT AS SET FORTH IN SCHEDULE 3.17(I) NEITHER THE COMPANY,
SUBSIDIARY OR AFFILIATE HAVE LEASED OR GRANTED TO ANY OTHER PERSON OR ENTITY THE
RIGHT TO USE OR OCCUPY ALL OR ANY PORTION OF THE OWNED REAL ESTATE, AND THE
OWNED REAL ESTATE IS NOT SUBJECT TO AN OPTION OR RIGHT TO PURCHASE IN FAVOR OF
ANY PERSON OR ENTITY; AND
(J)
EXCEPT AS SET FORTH IN SCHEDULE 3.17(J), EACH OF THE PARCELS OF
OWNED REAL ESTATE CONSTITUTES A SEPARATE TAX PARCEL, AND IS NOT TAXED WITH ANY
OTHER REAL PROPERTY.
3.18.
ACCOUNTS RECEIVABLE. SCHEDULED 3.18 SETS FORTH A LIST OF AGED
ACCOUNTS RECEIVABLE WHICH IS TRUE, CORRECT AND COMPLETE AS OF THE INDICATED
THEREON. ALL OF THE ACCOUNTS, NOTES AND OTHER RECEIVABLES OF THE COMPANY AND
SUBSIDIARY REPRESENT SALES ACTUALLY MADE IN THE ORDINARY COURSE OF BUSINESS
CONSISTENT WITH PAST PRACTICE FOR GOODS OR SERVICES DELIVERED OR RENDERED IN
BONA FIDE ARM'S-LENGTH TRANSACTIONS, CONSTITUTE ONLY VALID, UNDISPUTED CLAIMS,
HAVE NOT BEEN EXTENDED OR ROLLED OVER IN ORDER TO MAKE THEM CURRENT AND SHOULD
BE COLLECTIBLE AT