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DocuSign Envelope ID:D7761FC7413D0.409C-910D-CEF50900F346 of Closing will be: duly authorized,executed,and delivered by Seller;the legal,valid,and binding obligations of Seller,and sufficient to convey title(if they purport to do so). Such documents do not violate any provisions of or cause a default under any agreement, instrument or judicial order to which Seller is a party or by which Seller or the Property is bound. (b) To Seller's knowledge, Seller is not in default under any note, evidence of indebtedness,lease,contract,license,undertaking or other agreement where the liability thereunder might adversely affect Seller's ability to perform its obligations under this Contract or cause Purchaser to assume any liability other than those liabilities expressly agreed to be assumed hereunder. (c) Seller has paid or shall pay at Closing,all taxes,charges and assessments(special or otherwise)which are due and payable prior to Closing to any taxing authority which could in any way constitute a lien against the Property or any part thereof,or an adjustment has properly been made on account of such amounts in accordance with the provisions of Section 5. Seller has not received any written notice from any taxing authority or governmental agency asserting that Seller has failed to file or has improperly filed any tax return or report required to be filed which could in any way result in a lien or claim against the Property following the Closing Date, and Seller has received no written notice that any action or proceeding is now pending by a governmental agency or authority for the assessment or collection of any taxes,charges or assessments against Seller or the Property. (d) Seller has received no written notice of any existing, pending or threatened litigation, action, suit or other proceeding, judicial or administrative, by any person or any governmental authority,against Seller or arising in connection with the Property. •(e) Except as may be provided in the Property Information,to Seller's knowledge,the current use of the Property is not in violation of any applicable Environmental Laws. The term "Environmental Laws"includes without limitation the Resource Conservation and Recovery Act and the Comprehensive Environmental Response Compensation and Liability Act and other federal laws governing the environment as in effect on the Effective Date together with their implementing regulations and guidelines as of the Effective Date, and all state, regional,county,municipal and other local laws,regulations and ordinances that are equivalent or similar to the federal laws recited above or that purport to regulate Hazardous Materials. The term "Hazardous Materials" includes petroleum, including crude oil or any fraction thereof, natural gas,natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel (or mixtures of natural gas or such synthetic gas), asbestos and asbestos containing materials and any substance,. material waste, pollutant or contaminant listed or defined as hazardous or toxic under any Environmental Law. (0 Seller is not a"foreign person"within the meaning of Section 1445(f)(3) of the Code. (g) At Closing there will be no parties in possession of any portion of the Property as lessees, tenants at sufferance or trespassers, nor will any party have any claim or rights to the Property as tenant, lessee or otherwise other than Permitted Title Exceptions and the Post-Closing Lease. (h) The Property was being put on the market for sale at$8.25 million.During the term of this Contract Seller will alert any interested party that communicates to it or its brokers that the site is under contract at this time and that Seller is not accepting offers as this time. Once the Earnest Money is non-refundable,Seller will turn over all contact information for parties that have reached out to it and its brokers during that period unless Seller or its Brokers were bound by an NDA or other agreement not to turn over that information. 7 PPAB 6064213v5.doc