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(e) Compliance. Except as specifically set forth in Schedule 12(d) of this Agreement, to the best of Owner's knowledge without inquiry the Real Property is not in violation of any federal, state or local law, statute, regulation or ordinance, and there are no special assessments, condemnation actions or other legal actions or proceedings pending or threatened against the Real Property or any part thereof. (f) Bankruptcy. Owner is not the subject of a voluntary or involuntary bankruptcy, reorganization, or insolvency petition. (g) Work Contracts. At the Closing, there will be no outstanding amounts owing by Owner under any Contracts for any improvements to the Real Property. Owner shall cause to be discharged all mechanics' and materialmen's liens arising from any labor and materials furnished prior to the Closing, and shall have eliminated from title all exceptions, claims, and defects other than the Permitted Exceptions. No person or entity holds any rights to purchase or otherwise acquire all or any portion of the Property (or interest therein), including pursuant to any Option Agreement, option, right of first offer, right of first refusal, gift or other agreement. (h) Other Contracts. Exhibit E to this Agreement sets forth a complete and accurate list of Contracts (other than insurance policies and the Lease) affecting the Property, and neither Owner nor any provider under any of the Contracts has asserted any breach or default thereunder. Owner has not received any written notice of a Owner default and Owner has no knowledge of any existing Owner defaults under the Contracts. Owner has not received any written notice of a default by another party, and Owner has no knowledge of any existing other party default under the Contracts. Prior to Closing, Owner shall not amend any existing Contract or enter into any new Contract affecting the Property that will survive the Closing, or that would otherwise affect the use, operation or enjoyment of the Property after Closing, without Optionee's prior written approval. (i) No Commitments. Owner has not made any commitments to any governmental authority, to any adjoining property owner, or to any other organization, group, individual or entity relating to the Real Property which would impose any obligations upon Optionee to make any contributions of money or land or to install or maintain any improvements. (j) Leases. Other than the Lease, Owner has not executed and is not aware of any other leases, tenancies, subleases, or occupancy agreements affecting the Real Property or any part of the Real Property. Owner is the current landlord under the Lease. Owner is not in default under the Lease and to Owner's knowledge no default on the part of Tenant exists (and no event has occurred that with the passage of time or the giving of notice, or both, would be a default) under the Lease. Owner has not assigned or otherwise transferred any interest in the Lease to any other party and Owner has not consented to any sublease or assignment of the Lease by the Tenant. As of the Agreement Date and as of the Closing, there shall be no outstanding leasing costs, including without limitation commissions, free rent, tenant improvement costs or allowances, or other tenant inducements or concessions owing by the landlord under the Lease. (k) Rights of Third Parties. Owner has not alienated, encumbered, transferred, leased, assigned or otherwise conveyed its interest in the Property or any portion thereof except Option Agreement 70 Chemical 10.05.2010 v.5 17