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(e) Developer having substantially completed
<br />construction of the Improvements (as.hereinafter defined) in
<br />accordance with this Agreement, which substantial completion
<br />shall be evidenced by the issuance of a Certificate of Completion
<br />by the Commission to the Developer in accordance herewith; and
<br />
<br /> (f) Developer shall have arranged for the purchase at
<br />full face value of the Note upon issuance thereof at Closing. If
<br />such Note is not so purchased this Agreement shall terminate
<br />automatically and be null, void and of no further effect except
<br />as otherwise explicitly set forth herein.
<br />
<br /> Section 3. Developer's Representations and Warranties.
<br />Developer hereby represents and warrants the following as to the
<br />Acquired Property:
<br />
<br /> (a) Developer owns good fee simple marketable.%itle to
<br />the Acquired Property.
<br />
<br /> (b) There are no leases, and no options to lease or
<br />purchase all or any part of the Acquired Property. There are no
<br />underground pipelines and no easements of any sort granted to
<br />third parties running through, under or across all or any part of
<br />the Acquired Property.
<br />
<br /> (c) There is no claim, litigati6h, governmental or
<br />administrative proceeding, condemnation proceeding, or action by
<br />any private or public individual or entity (including, without
<br />limitation any agency of state, local or federal government)
<br />pending or threatened against Developer, its parent or related
<br />entities, or any of its present or former subsidiaries,
<br />beneficiaries, agents, employees, or partners that in any manner
<br />affects, concerns, or arises from the Acquired Property or
<br />Developer's use or ownership of the Acquired Property, including,
<br />without limitation, all laws, ordinances, rules or regulations
<br />regarding water or air pollution, composition of products,
<br />regulation of underground storage tanks, toxic substances,
<br />hazardous~wastes, substances, and materials, waste or used oil,
<br />occupational safety and health and/or nuisance, trespass and
<br />negligence (all of which are hereinafter collectively referred to
<br />as "Environmental Laws"). There is no basis for any such claim,
<br />litigation, governmental or administrative proceeding or action.
<br />
<br /> (d) With respect to the Acquired Property, Developer
<br />has at all times in the past complied with and currently is
<br />complying in all respects with all applicable laws, rules,
<br />regulations, orders, ordinances, judgments or decrees of all
<br />governmental authorities (federal, state, local or otherwise),
<br />including, without limitation, all Environmental Laws. Without
<br />limiting the generality of the foregoing, the removal, filling
<br />
<br />STL-6313
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