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10 <br />(a) Maintenance. Except as otherwise approved by the Buyer in writing, Seller <br />shall operate and maintain the Property in accordance with Seller’s current practices, including, <br />subject to the terms and conditions of the Lease, performing all necessary repairs and <br />maintenance to preserve the Property in at least as good a condition as exists on the Effective <br />Date. <br />(b) No Alterations. Except as otherwise approved by the Buyer in writing, <br />Seller shall not alter the Property in any material manner. <br />(c) No Tenants. Seller shall not permit any tenants to occupy the Real <br />Property, other than the Tenant. <br />10. SELLER’S REPRESENTATIONS AND WARRANTIES. In addition to other <br />representations herein, Seller represents and warrants to Buyer as of the date hereof and as of <br />the date of closing that: <br />(a) Seller has full power and authority to convey the Property to Buyer <br />(b) Seller has not received notice of any special assessments or condemnation <br />proceedings affecting the Property. <br />(c) Seller is not a foreign person, non-resident alien, foreign corporation, <br />foreign partnership, foreign trust, or foreign estate, as those terms are defined in the Internal <br />Revenue Code and the Income Tax Regulations promulgated thereunder. At Closing, Seller shall <br />deliver to Buyer a certificate of non-foreign status in form required by the Income Tax Regulations <br />and reasonably acceptable to Buyer. <br />(d) Seller has received no notice of any failure of Seller to comply with <br />applicable laws and regulations relating to the Property, such as building, zoning, environmental, <br />fire, or health and safety laws and regulations. <br />(e) The Property is not subject to any leases or service contracts that will be in <br />effect after the Closing Date, except the Lease. <br />(f) This Agreement will not result in default by Seller under any other contract <br />to which Seller is a party or violate any law to which Seller is subject, by which Seller may be <br />barred fully performing its obligations under this Agreement. <br />(g) Seller has no knowledge of any pending special assessments, improvement <br />districts or condemnation actions except as may be shown on the preliminary commitment. <br />(h) To the best of Seller’s knowledge, the Property is in compliance in all <br />material respects with all applicable zoning, land-use and building regulations. <br />(i) To the best of Seller’s knowledge, there is no litigation pending or <br />threatened against Seller with respect to the Property. <br />(j) Seller has received no written notice of any attachments, execution <br />proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or <br />other proceedings pending or threatened against Seller, nor are any contemplated by Seller.