Section 3.21 Security Deposits . As of December 31, 2005, Company did not and as of the Final Balance Sheet will not have any customer security deposits not reflected on the balance sheet as a customer deposit.
Section 3.22 Tower/Tenant Information .
(a) Seller and Company have made available the following items in Seller’s online data room, copies of which are attached to Section 3.22(a) of the Disclosure Schedules: (i) item 4.3 “Schedule of Tenant Leases on Owned Towers”, (ii) item 4.4 “Schedule of Tenant Leases on Non-Owned Towers”, (iii) item 4.5 “Schedule of Active Leases on Owned Sites”, (iv) item 4.8 “2004 Lease-Up Summary”, (v) item 4.9 “2005 Lease-Up Summary”, (vi) item 4.10 “Real and Personal Property Tax Data for Towers”, (vii) item 4.11 “Tenant and Ground Lease Escalator Information” and (viii) item 4.13 “Schedule of Land Leases with Revenue Sharing”. To the best of Seller’s Knowledge, the information listed in clauses (i), (ii), (iii), (vi), (vii) and (viii) above are true and correct, and the information set forth in clauses (iv) and (v) above has been prepared and calculated consistent with Company’s past practices, except, in each such case, for those errors or inaccuracies that could not reasonably be expected to have a Material Adverse Effect on Company.
(b) Section 3.22(b) of the Disclosure Schedules sets forth a list of all Tenant Leases (i) for which Company was recognizing revenue (excluding the effect of SFAS 13) as of February 1, 2006 and under which the tenant had provided notice by February 1, 2006 of non-renewal or termination, (ii) for which Company was accruing revenue (excluding the effect of SFAS 13) as of February 1, 2006, but which were 90 days or more past due as of January 31, 2006 and (iii) where the tenant was in bankruptcy or receivership proceedings February 1, 2006 and that were on an accrual basis of revenue recognition as of February 1, 2006.
Section 3.23 Defects . Except as set forth on Section 3.23 of the Disclosure Schedules, to the Knowledge of Seller, there are no material physical, structural (excluding with respect to structural capacity, loading and a Tower’s ability to accommodate tenants) or mechanical defects in any of the Towers or other material Improvements.
REPRESENTATIONS AND WARRANTIES OF BUYER AND PARENT
Buyer and Parent, jointly and severally represent and warrant to Seller as follows:
Section 4.1 Organization and Standing . (i) Each of Buyer and Parent is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation and (ii)(A) has full limited liability company or corporate power and authority, as the case may be, and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as presently conducted, and (B) is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification necessary, except in the case of clauses (ii) (A) and (ii)(B), where any