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9.1 CLOSING COSTS AND PRORATIONS. Shell will pay all title insurance premiums, and one-half of the conveyance and transfer taxes, recording fees and escrow fee. Seller will pay one-half of the conveyance and transfer taxes, recording fees and escrow fee. Property taxes for the year of closing will be prorated as of the Closing Date. 10. WITHDRAWAL. If, at the expiration of sixty (60) days after the Exercise Date, any one or more of the conditions specified in Articles 6 and 7 hereof have not been fulfilled, Shell, may, at any time thereafter, at its option and without prejudice to any other rights or remedies it may have against Seller, withdraw from this from this transaction and be released of all liability hereunder, except as provided herein, by giving notice to Seller and Escrow Agent; whereupon consideration paid for the Option and any extension thereof shall be refunded by Seller to Shell. 11. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby makes the following representations and warranties to Shell, as of the date hereof and the Closing date, which representations and warranties shall survive closing hereunder: (a) there are no parties in possession of all or any portion of the Premises, as the case may be, as lessees, tenants at sufferance or trespassers; (b) Seller has no knowledge of any fact, action or proceeding, whether actual, pending or threatened, which could result in the failure to acquire, or the modification or termination of the zoning classification required to authorize use of the Premises as an automobile service station; (c) Seller has no knowledge of any existing fact or condition which would result in the termination of access to and from the premises, or the cessation of utilities necessary for the operation of an automobile service station as it is currently being or intended to be operated; (d) Seller has not knowledge, nor has received any formal notice, of any pending condemnation or similar proceeding or assessment by any governmental authority which will affect the Premises or any part thereof; (e) Seller has complied with all applicable laws, ordinances, regulations, statues, rules and restrictions relating to the Premises or any part thereof; (f) Seller has no knowledge of any litigation, pending or threatened, which could affect, encumber or burden the Premises; (g) all work, labor, services and materials furnished prior to the closing date to or in connection with the premises, and any improvements constructed thereon prior to the closing date, will be discharged by Seller prior to the closing date so that no mechanics, materialmen's or other lien may be filed against the Premises or such improvements; (h) No hazardous materials, toxic wastes, pollutants or contaminates have been produced, stored, disposed of or discharged on the Premises or any portion thereof, into any water body on the Premises, or into any ground supplies under the Premises, except as detailed in the reports provided to Shell by Seller; Option Agreement Page 6 of 10