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shall survive Closing or the termination of this Agreement
<br />Buyer agrees that it shall treat all Tests and Reports as confidential materials and shall not disclose any
<br />portion thereof except: (i) to the extent necessary in connection with its evaluation of the Property and to its attorneys,
<br />consultants and potential lenders; (ii) to the extent required by law; or (iii) with the express written consent of Seller.
<br />Notwithstanding any provision in this Agreement to the contrary, and except as may be required by applicable law,
<br />neither Buyer nor Buyer's agents shall contact any governmental authority regarding Buyer's discovery of any
<br />Hazardous Substances (as hereinafter defined) on, or any environmental conditions at, the Property without Seller's
<br />prior written consent thereto. In addition, if Seller's consent is obtained by Buyer, Seller shall be entitled to receive at
<br />least two business days prior written notice of the intended contact and to have a representative present when Buyer
<br />has any such contact with any governmental official or representative. For the purposes of this Agreement, the term
<br />"Hazardous Substances" shall have the same definition as is set forth in CERCLA (the "Superfund Act "); provided,
<br />however, that the definition of the term "Hazardous Substances" shall also include (if not included within the
<br />definition contained in the Superfund Act) petroleum and related byproducts, hydrocarbons, radon, asbestos, area
<br />formaldehyde and polychlorinated biphenyl compounds.
<br />16. Seller's Representations and Warranties: Seller covenants, represents and warrants to Buyer ( "Seller's
<br />Covenants "), that both as of the Effective Date and as of the Closing Date:
<br />(a) Seller owns fee simple and insurable Title to the Property and that Buyer will acquire the Property front
<br />Seller free and clear of all liens, encumbrances, claims, demands, easements, covenants, conditions, proffers,
<br />restrictions and encroachments of any kind or nature, subject to the Permitted Encumbrances, and other exceptions
<br />relating to the Property as set forth in Schedule B of the Commitment (as acceptable to or accepted by Buyer).
<br />(b) Other than those found within the Permitted Encumbrances, Seller has not entered into any other
<br />agreements to sell, mortgage, lease, encumber or dispose of any interest in the Property or any portion thereof or any
<br />agreement which imposes restrictions on the ability or right of Seller to sell or transfer the Property or any interest
<br />therein as required under this Agreement; including, without limitation, any leases, options or rights of first refusal in
<br />favor of any persons or entity.
<br />(c) Relative to the Property, Seller has not received any formal notifications of any violations of any
<br />applicable federal, state or local ordinances, statutes, codes, rules or regulations relevant or relating thereto except as
<br />Seller has otherwise disclosed herein.
<br />(d) To actual knowledge of Seller, there are no hidden or undisclosed underground storage tanks at or upon
<br />the Property.
<br />(e) Seller's execution of and performance under this Agreement and Seller's completion of the Transaction
<br />will not result in any breach of, constitute a default under or result in the creation of any lien, charge or encumbrance
<br />upon the Property under or pursuant to any indenture, mortgage, security agreement, credit agreement or internal
<br />governance provisions of Seller or any other agreement or instrument to which Seller is a party or by which Seller or
<br />any of the Property may be or is bound; including, without limitation, any options, rights of first refusal or transfer
<br />restrictions of any type or nature.
<br />(f) As of the Closing Date, except as noted herein, no consent or approval of any person, entity, governmental
<br />agency or body is or will be required for Seller to fully perform under this Agreement or to complete the Transaction in
<br />accordance with the Terms.
<br />(g) There are no actions, suits, claims, demands or any other proceedings or investigations, either
<br />administrative orjudicial, pending or, to the best of Seller's knowledge, threatened against Seller or the Property.
<br />(h) Seller has complied with all applicable laws, regulations, ordinances and rules pertaining to the Property
<br />DELTAVIEW COMPARE: 2129602
<br />212 0707 ver 45
<br />37742 -0009
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