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all conditions to Closing have not been met or waived by the Anticipated Closing Date, the Closing shall
<br />occur on the fifth (5f') Business Day following the satisfaction or waiver of all such conditions, or on such
<br />other date as the Seller and Purchaser shall mutually agree. The date that the Closing occurs shall be referred
<br />to as the "Closing Date".
<br />8. Representations and Warranties of Seller. Seller hereby represents and warrants to Purchaser
<br />as follows:
<br />a. Authori1y. Seller has all requisite power and authority to own and operate the Tower
<br />Assets and to enable the Seller to execute and deliver, and to perform its obligations under, this Agreement
<br />and each Closing Document and to consummate the Purchase. Neither the execution and delivery by Seller
<br />of this Agreement or any Closing Document, nor the consummation of the Purchase, will conflict with, or
<br />result in a breach or violation of, or constitute a default under, any governing document of Seller or, to
<br />Seller's knowledge, any applicable law, or will conflict with, or result in a breach or violation of, or
<br />constitute a default under any agreement of Seller relating to indebtedness for money borrowed.
<br />b. Legal Actions. There are no legal actions, orders or stipulations of or by any
<br />governmental authority pending or, to the knowledge of Seller, threatened at law, in equity or before any
<br />governmental authority against Seller or the Tower Assets or relating to the ownership and operation of the
<br />Tower Assets or would reasonably be expected to impair Seller's ability to consummate the Closing or
<br />perform its obligations under this Agreement.
<br />C. Tenant Leases. Each of the Tenant Leases and all amendments thereto has been
<br />provided to Purchaser, has been duly authorized, executed and delivered by Seller and, to the knowledge of
<br />Seller, the other parties thereto, and is a legal, valid and binding obligation of Seller, enforceable in
<br />accordance with its terms. There are no leases, subleases, licenses or other occupancy agreements (written or
<br />oral) which grant any possessory interest in or to the Tower Assets or which grant other right with respect to
<br />the use of any of the Tower Assets. Furthermore: (i) A third party is collecting the rent set forth in each
<br />Tenant Lease on a current basis and Seller is unaware of any past due amounts owed to third party, and
<br />before or after Closing, Seller retains the right to collect directly from the third party or any Tenant or
<br />subtenant rent or any other fees or expenses that are owed or past due as of Closing; (ii) The Seller is
<br />unaware of any rental concessions or abatements in rent that may have been granted to any Tenant by the
<br />third party prior to or subsequent to the Closing Date; (iii) Seller has not given notice to any Tenant claiming
<br />that the Tenant is in default under its Tenant Lease, and, to the best of Seller's knowledge, there is no event
<br />which, with the giving of notice or the passage of time or both, would constitute such a default; (iv) Seller
<br />has not received notice from any Tenant claiming that Seller is in default under the Lease, or claiming that
<br />there are defects in the improvements; (v) Seller has not received notice from any Tenant asserting any
<br />Claims, offsets or defenses of any nature whatsoever to the performance of its obligations under its Tenant
<br />Lease and, to the best of Seller's knowledge, there is no event which, with the giving of notice or the passage
<br />of time or both, would constitute the basis of such Claim, offset or defense; (vi) except as expressly set forth
<br />in the Tenant Leases, the Seller is unaware of any security deposits or prepaid rentals under any of the
<br />Tenant Leases; and (vii) the Seller is unaware of any Tenant Lease that provides for non -monetary rent or
<br />other consideration to the lessor thereunder.
<br />d. Easement. The Seller has good and marketable title to the Easement, and is the sole
<br />owner of the improvements thereon. Seller has obtained all easements and rights-of-way that are necessary to
<br />provide access to and from the Site.
<br />e. Site. Seller owns the Tower Assets, free and clear of all Liens, and will transfer to
<br />Purchaser at the Closing, good, marketable and insurable title thereto, free and clear of all Liens. Seller has
<br />not received notice that the Site is subject to any condemnation proceedings or that the Site is not in
<br />compliance with any applicable law; to the best of Seller's knowledge, the Site is in compliance with all
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