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business in the State in which the Property is located; (ii) Seller has the power and <br />authority to enter into this Agreement and all of the Seller's Closing Documents <br />signed or to be signed by it; (iii) the execution, delivery and performance of Seller <br />of the Seller's Closing Documents do not conflict with or result in violation of <br />Seller's organizational documents, any judgment, order or decree of any court or <br />arbiter to which Seller is a party, or any local ordinance, or statute, rule, or law of <br />the State; (iv) upon execution, the Seller's Closing Documents will be valid and <br />binding obligations of Seller, and are enforceable in accordance with their terms, <br />subject to applicable bankruptcy, insolvency, reorganization, moratorium, <br />creditor' s rights and other similar laws; and (v) the consents of no other parties are <br />required as a condition to the Closing. <br />11.3 Unrecorded Agreements. There are no unrecorded agreements, undertakings or <br />restrictions which affect the Property. <br />11.4 Leases. There are no leases or possessory rights of others regarding the Property. <br />11.5 No Default Notice. Seller has not received notice of a default or breach of any <br />agreement to which Seller is a patty, and is not aware of any facts that would result <br />in Seller being in default or breach of any agreement to which it is a party. <br />11.6 Reports. The Reports delivered or to be delivered to Buyer hereunder are correct <br />and complete and, to Seller's actual knowledge, do not contain any false <br />information. <br />11.7 Onerations. Seller has received no notice of actual or threatened cancellation or <br />suspension of any utility services at or on the Property, nor has Seller received any <br />notice of any violation of any Regulations. Except as disclosed in the Title <br />Commitment, Seller has received no notice of actual or threatened special <br />assessments or reassessments, condemnation, or eminent domain proceedings with <br />respect to the Property. <br />11.8 Environmental Laws. To Seller's actual knowledge, no Hazardous Substances have <br />been generated, treated, stored, transferred from, released or disposed of, or <br />otherwise placed, deposited in or located on the Property, nor has any activity been <br />undertaken on the Property that would cause or contribute to the Property becoming <br />a treatment, storage or disposal facility within the meaning of, or otherwise bring <br />the Property within the ambit of, any Regulations relating to the protection of the <br />environment. To Seller's actual knowledge, there are no Hazardous Substances in <br />or on the Property that may support a claim or cause of action under any <br />Regulations relating to the protection of the environment. To Seller's actual <br />knowledge, the Property is not now, and never has been, listed on any list of sites <br />contaminated with Hazardous Substances, nor used as landfill, dump, disposal or <br />storage site for Hazardous Substances. <br />US.106153450.02 DRAFT <br />