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gives Purchaser notice under clause (ii), then Purchaser may either waive such
<br /> objections in writing by notice delivered to Seller within five(5) days of Seller's notice to
<br /> Purchaser, in which event this Agreement shall continue in full force and effect, or
<br /> terminate this Agreement by notice delivered to Seller within such five (5) day period
<br /> (failing which Purchaser shall be deemed to have waived such objections).
<br /> Notwithstanding anything herein to the contrary, Seller shall remove monetary defects
<br /> or encumbrances as set forth in Section 3.
<br /> 6. SELLER'S REPRESENTATIONS AND WARRANTIES. Seller represents,
<br /> warrants, and covenants to Purchaser:
<br /> a. Power and Authority. Seller has the authority and power to enter
<br /> into this Agreement and to consummate the transaction provided for herein. This
<br /> Agreement and all other documents executed and delivered by Seller constitute legal,
<br /> valid, binding, and enforceable obligations of Seller, and there are no claims or
<br /> defenses, personal or otherwise, or offsets whatsoever to the enforceability or validity of
<br /> this Agreement.
<br /> b. No Violations and Actions. The execution, delivery, and
<br /> performance by Seller of its obligations under this Agreement will not conflict with or
<br /> result in a breach of any law, governmental rule, regulations,judgment, decree, or order
<br /> by which the Seller or the Property is bound, or by any of the provisions of any contract
<br /> to which Seller is a party or by which Seller or the Property is bound or, if Seller is not
<br /> an individual, by Seller's declaration of trust, certificate of incorporation, bylaws, or
<br /> partnership agreement, as the case may be. There is no action, suit, proceeding, or
<br /> investigation pending, or to Seller's knowledge threatened, before any agency, court, or
<br /> other governmental authority which relates to the Property or the use thereof.
<br /> c. Default, Breach, Access and Utilities. There is no default or breach
<br /> by Seller under any covenants, conditions, restrictions, rights-of-way, or easements
<br /> which may affect the Property or any portion thereof. Gas, electric power, sanitary and
<br /> storm sewer, and water service and facilities are currently available to and servicing the
<br /> Property. No condition exists which would result in the termination or impairment of
<br /> access to the Property or discontinuation of necessary sewer, water, electric, gas,
<br /> telephone, or other utilities.
<br /> d. Work. No work has been performed or is in progress at, and no
<br /> materials have been furnished to, the Property which have not been paid for or will not
<br /> be paid for in full by Seller prior to the Closing Date.
<br /> e. Hazardous Substances. To Seller's knowledge, the Property has
<br /> not been affected by the presence of, and there is not present, oil, hazardous waste,
<br /> toxic substances or other pollutants or materials that could be a detriment to the
<br /> Property or in violation of any local, state or federal law or regulation, and there are no
<br /> potentially Hazardous Substances which would affect the Property. Neither Seller nor
<br /> to the best of Seller's knowledge, any other user or occupant of any part of the Property
<br /> -8-
<br /> 50939068.4 G .J
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