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(c) No petition in bankruptcy (voluntary or otherwise), assignment for the benefit of creditors, or
<br />petition seeking reorganization or arrangement or other action under Federal or state bankruptcy
<br />law is pending against Seller, and Seller has not made an assignment for the benefit of creditors or
<br />admitted in writing its inability to pay its debts as they mature.
<br />(d) Except pursuant to recorded easement agreements, no person, firm or entity has any possessory
<br />interest in and to any space in the Improvements or any other rights with regard to the use of the
<br />Land or Improvements, whether pursuant to lease, sublease, rental, license, concession,
<br />management or other agreement (written or oral, now or hereafter in effect).
<br />(e) On the Closing Date, Seller will have complied with all of its obligations under this Agreement,
<br />unless such compliance has been waived in writing by Buyer, and all warranties made in this
<br />Paragraph shall be true and correct in all material respects on that date.
<br />(f) Seller has no knowledge of any violation of Environmental Laws related to the Property or
<br />the presence or release of Hazardous Materials on or from the Property except as disclosed
<br />in the Property Information. To the best of Seller's knowledge, no person has
<br />manufactured, introduced, released or discharged from or onto the Property any Hazardous
<br />Materials or any toxic wastes, substances or materials (including, without limitation,
<br />asbestos), and no person has used the Property or any part thereof for the generation,
<br />treatment, storage, handling or disposal of any Hazardous Materials, except for cleaning
<br />solutions, solvents, or other substances commonly stored and utilized in the ordinary course
<br />of retail ownership and operations, which are stored and utilized in compliance with
<br />applicable Environmental Laws. The term "Environmental Laws" includes without
<br />limitation the Resource Conservation and Recovery Act and the Comprehensive
<br />Environmental Response Compensation and Liability Act and other federal laws governing
<br />the environment as in effect on the date of this Agreement together with their implementing
<br />regulations and guidelines as of the Date of this Contract, and all state, regional, county,
<br />municipal and other local laws, regulations and ordinances that are equivalent or similar to
<br />the federal laws recited above or that purport to regulate Hazardous Materials. The term
<br />"Hazardous Materials" includes petroleum, including crude oil or any fraction thereof,
<br />natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel (or
<br />mixtures of natural gas or such synthetic gas), asbestos and asbestos containing materials
<br />and any substance, material waste, pollutant or contaminant listed or defined as hazardous
<br />or toxic under any Environmental Law. The representations and warranties contained in
<br />this paragraph shall survive until Closing. If any environmentally hazardous conditions are
<br />discovered prior to Closing, Buyer has the right to terminate this Agreement by written notice
<br />to Seller and upon such termination receive back the Good Faith Deposit.
<br />(g) Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Code.
<br />(h) At Closing there will be no parties in possession of any portion of the Property as lessees,
<br />tenants at sufferance or trespassers, nor will any party have any claim or rights to the
<br />Property as tenant, lessee or otherwise.
<br />10. MISCELLANEOUS. It is further agreed as follows:
<br />(a) Notice. All notices, demands, requests, consents, approvals or other communications (the
<br />"Notices") required or permitted to be given by this Agreement shall be in writing and shall be either personally
<br />delivered, or sent by Federal Express or other regularly scheduled overnight courier or sent by United States mail,
<br />registered or certified with return receipt requested, properly addressed and with the full postage prepaid. Such
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