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5.3 Taxes and Condemnation. Except as disclosed in writing by Seller prior to
<br />expiration of the Due Diligence Period, there are no presently pending or contemplated special
<br />taxes or assessments which will affect the Property. There are no presently pending or, to
<br />Seller's knowledge, contemplated proceedings to condemn or demolish the Property or any part
<br />of it.
<br />5.4 Utilities. To the best of Seller's knowledge, all water, sewer, gas, electric,
<br />telephone and drainage facilities, and all other utilities required by law or by the normal
<br />operation of the Property, are (a) installed to the property lines of the Property, (b) connected to
<br />the Property, (c) adequate to service the Property in its present use and to permit full compliance
<br />with all requirements of law and normal usage by the occupants of the Property and (d) in good
<br />working order and repair.
<br />5.5 Licenses. To the best of Seller's knowledge, Seller has all required licenses,
<br />permits (including, without limitation, all building permits and occupancy permits), easements
<br />and rights-of-way which are required in order to continue the present use of the Property. Seller
<br />has no knowledge of any law or regulation of any governmental authority having jurisdiction
<br />which might require the Property to be improved beyond its present state or which might restrict
<br />the use and enjoyment of the Property in the manner it is presently being used and enjoyed.
<br />5.6 Contracts/Leases/Occupancy Rights. Except for the existing service contracts and
<br />leases which shall be terminated prior to Closing, there are no agreements or other obligations to
<br />which Seller is party or, to Seller's knowledge, by which it or the Property is bound which may
<br />affect the current use of the Property. Seller shall terminate all contracts, leases and/or rights to
<br />occupy and/or use the Property, as the case may be, prior to Closing.
<br />5.7 Liti ation. To Seller's knowledge, there are no actions, suits, proceedings,
<br />judgments, orders, decrees or governmental investigations pending or threatened against the
<br />Property or Seller which could affect the Property or the purchase, use or enjoyment thereof by
<br />Buyer.
<br />5.8 Agreements with Governmental Authorities. To Seller's knowledge, there are no
<br />agreements with governmental authorities, agencies, utilities or quasi -governmental entities
<br />which affect the Property except the Master Project Agreement, the Ground Lease and those
<br />agreements which are identified in the Preliminary Title Report and those matters which are
<br />disclosed by the Survey.
<br />5.9 Hazardous Materials.
<br />5.9.1 Definitions. For purposes of this Agreement:
<br />(a) "Environmental Law(s)" means the Comprehensive
<br />Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. Sections 9601, et
<br />seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6901 ct §M., the
<br />Toxic Substances Control Act, 15 U.S.C. Sections 2601 et. sem., the Hazardous Materials
<br />Transportation Act, 49 U.S.C. 1801 et sec., the Clean Water Act, 33 U.S.C. Sections 1251 et
<br />seq., [The Safe Drinking Water and Toxic Enforcement Act of 1986 (Cal. H&S Code
<br />Sections 25249.5-25249.13), the Carpenter -Presley -Tanner Hazardous Substance Account Act
<br />82483.00016132456469.4 7
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