Common use of PRE-CLOSING OBLIGATIONS OF SELLER Clause in Contracts

PRE-CLOSING OBLIGATIONS OF SELLER. Within three business days after effective date of the Contract, Seller shall furnish to Purchaser, at Seller’s sole cost and expense, each of the following (collectively, the “Due Diligence Items”): a. The most current as-built survey of the Subject Property in Seller’s possession; b. All site plans, drawings, and plans and specifications pertaining to the Land or Improvements in Seller’s possession; c. A list of all service contracts, warranties, management, maintenance, or other agreements affecting the Subject Property, if any, together with copies of same. Seller agrees not to enter into any additional contracts, warranties, or agreements prior to closing which would be binding on Purchaser and which cannot be cancelled by Purchaser upon thirty (30) days written notice without cost, penalty, or obligation unless such service contracts or other agreements are approved in writing by Purchaser, which approval shall not be unreasonably withheld or delayed; d. Copies of all licenses, permits, applications, authorizations, certificates of occupancy, governmental approvals and other entitlements relating to the Subject Property and the operation thereof, if any; e. All roof, environmental, hydrological, engineering, percolation, mechanical, electrical, structural, soils and similar reports and/or audits relating to the Subject Property in the possession of Seller; and f. A schedule of FF&E. Notwithstanding anything to the contrary contained herein, Purchaser hereby agrees that, in the event Purchaser terminates this Contract for any reason, then Purchaser shall return to Seller all Due Diligence Items which have been delivered by Seller to Purchaser in connection with Purchaser’s inspection of the Subject Property. This provision shall survive the termination of this Contract. Seller makes no representation or warranty as to the accuracy of the matters set forth in the Due Diligence Documents, except that such documents which are provided to Purchaser will be faithful reproductions of such documents in the possession of Seller.

PRE-CLOSING OBLIGATIONS OF SELLER. Within three business twenty (20) days after effective from the date of the execution of this Contract, Seller shall furnish to Purchaser, at SellerPurchaser’s sole cost and expense, each shall obtain and deliver to Seller copies of the following (collectively, the “"Due Diligence Items”"): a. The most current An as-built survey of the Subject Property which Survey shall be dated subsequent to the date of execution of this Contract and which Survey shall: (a) include a metes and bounds legal description of the Subject Property; (b) accurately show all improvements, encroachments and uses and accurately show all easements and encumbrances visible or listed on the Title Commitment (identifying each by recording reference if applicable); (c) recite the exact number of square feet included within the Subject Property and within each building, if any, located on the Subject Property; (d) state whether the Subject Property (or any portion thereof) lies within a flood zone or flood prone area; (e) contain a certificate verifying that the Survey was made on the ground, that the Survey is correct, that there are no improvements, encroachments, easements, uses or encumbrances except as shown on the survey plat, that the area represented for the Subject Property has been certified by the surveyor as being correct and that the Subject Property does not lie within any flood zone or flood prone area, except as indicated thereon, that the Subject Property has access to public streets as indicated thereon, and otherwise be in Seller’s possessionthe form of Exhibit "B" attached hereto and made a part hereof; and (f) otherwise be in form sufficient for the amendment of the boundary exception by the Title Company. Unless otherwise agreed by Seller and Purchaser, the metes and bounds description contained in the Survey shall be the legal description employed in the documents of conveyance of the Subject Property; b. All site plans, drawings, and plans and specifications pertaining A current commitment (the "Title Commitment") for the issuance of an owner's policy of title insurance to the Land or Improvements in Seller’s possession; c. A list Purchaser from the Title Company, together with good and legible copies of all service contracts, warranties, management, maintenance, or other agreements affecting documents constituting exceptions to Seller's title as reflected in the Title Commitment; It is understood and agreed that there are currently two (2) outdoor billboard signs located on the Subject Property, if anyone pursuant to a Renewal Lease between Seller and Xxxxx Company dated September 3, together with copies 2002, and a second pursuant to a lease between Seller and Whiteo Outdoor Advertising (the rights of sameWhiteo Outdoor Advertising having been subsequently signed to Xxxxx Company) dated August 28, 1998. Seller agrees not to enter into any additional contractsIn addition, warranties, or agreements prior to closing which would be binding there is an outstanding notice of violation and notice of hearing for billboards located on Purchaser and which cannot be cancelled by Purchaser upon thirty (30) days written notice without cost, penalty, or obligation unless such service contracts or other agreements are approved in writing by Purchaser, which approval shall not be unreasonably withheld or delayed; d. Copies of all licenses, permits, applications, authorizations, certificates of occupancy, governmental approvals and other entitlements relating to the Subject Property and the operation thereofissued by Polk County, if any; e. All roof, environmental, hydrological, engineering, percolation, mechanical, electrical, structural, soils and similar reports and/or audits relating to the Subject Property in the possession of Seller; and f. A schedule of FF&E. Notwithstanding anything to the contrary contained herein, Purchaser hereby agrees that, in the event Purchaser terminates this Contract for any reason, then Purchaser shall return to Seller all Due Diligence Items which have been delivered by Seller to Purchaser in connection with Purchaser’s inspection of the Subject PropertyFlorida. This provision shall survive the termination Upon execution of this Contract, Seller shall promptly furnish copies of the foregoing leases and notices to Purchaser. At closing, Seller makes no representation or warranty as shall deliver an assignment and assumption agreement to Purchaser assigning all of Seller’s interest in and to the accuracy foregoing leases, and Purchaser shall assume all rights and obligations of the matters set forth in lessor under said leases from and after the Due Diligence Documents, except that such documents which are provided to Purchaser will be faithful reproductions date of such documents in the possession of Sellerclosing.

PRE-CLOSING OBLIGATIONS OF SELLER. A. Within three business ten (10) days after effective date of the Contractdate hereof, Seller shall furnish to Purchaser, at Seller’s sole cost and expense, each of the following (collectively, the “Due Diligence Items”): a. The most current as-built survey surveys of the Subject Property in Seller’s possession, including any topographical drawings or surveys of the Subject Property; b. All site plans, drawings, and plans and specifications pertaining to the Land or Improvements in Seller’s possessionImprovements; c. A list of all service contracts, warranties, management, maintenance, or other agreements affecting the Subject Property, if any, together with copies of same. Seller agrees not to enter into any additional contracts, warranties, or agreements prior to closing which would be binding on Purchaser and which cannot be cancelled by Purchaser upon thirty (30) days written notice without cost, penalty, or obligation unless such service contracts or other agreements are approved in writing by Purchaser, which approval shall not be unreasonably withheld or delayed; d. Copies of all licenses, permits, applications, authorizations, certificates of occupancy, governmental approvals and other entitlements relating to the Subject Property and the operation thereof, if any, including but not limited to, septic permits, grading or erosion permits, or TNRCC permits or entitlements; e. All roof, environmental, hydrological, engineering, percolation, mechanical, electrical, structural, soils and similar reports and/or audits relating to the Subject Property in the possession of Seller; f. True and correct copies of any existing option contracts, construction contracts, and architectural contracts relating to all or any portion of the Subject Property; g. A schedule of all current or pending litigation with respect to the Subject Property or any part thereof, together with a brief description of each such proceeding; h. A schedule of FF&E (specifying any such property which is leased); i. A list of any unwritten agreements affecting the Subject Property to which Seller is a party or of which Seller has knowledge; j. A current commitment (the “Title Commitment”) for the issuance of an owner’s policy of title insurance to the Purchaser from the Title Company in the amount of the purchase price, together with good and legible copies of all documents constituting exceptions to Seller’s title as reflected in the Title Commitment. Seller shall also provide to Purchaser any updates to the Title Commitment subsequently issued by the Title Company; k. Any notices received by Seller since January 1, 2000 from any state, local, or federal governmental entity pertaining to the Subject Property; and f. A schedule l. Unaudited summaries of FF&E. the expenses of the Subject Property for the calendar year 2001 and the five months ended May 31, 2002. Notwithstanding anything to the contrary contained herein, Purchaser hereby agrees that, in the event Purchaser terminates this Contract for any reason, then Purchaser shall return to Seller all Due Diligence Items which have been delivered by Seller to Purchaser in connection with Purchaser’s inspection of the Subject Property. This provision shall survive the termination of this Contract. Seller makes no representation or warranty as to the accuracy of the matters set forth in the Due Diligence Documentsitems a., b., and e. above, except that such documents which are provided to Purchaser will be faithful reproductions of such documents in the possession of Seller. B. Seller agrees to use commercially reasonable efforts to cooperate with Purchaser in it efforts to obtain the Building Permit (defined in Article VIII B.); however, Seller is not required to expend any out-of -pocket costs in connection with its cooperation.

PRE-CLOSING OBLIGATIONS OF SELLER. Within three business days after effective date of the Contract, Seller shall furnish to Purchaser, at Seller’s sole cost and expense, Purchaser each of the following (collectively, the “"Due Diligence Items”"): a. The most current as-built Within sixty (60) days from the date of execution of this Contract (provided that additional time to complete same may be utilized if necessary, but in no event shall said additional time exceed 90 days from the date of execution of this Contract), an updated survey of the Subject Property in Seller’s possession; b. All site plans, drawings, and plans and specifications pertaining dated subsequent to the Land date of execution of this Contract and prepared by a licensed professional engineer or Improvements in Seller’s possession; c. A list surveyor acceptable to Purchaser, which Survey shall: (a) include a metes and bounds legal description of the Land; (b) accurately show all service contractsimprovements, warranties, management, maintenance, encroachments and uses and accurately show all easements and encumbrances visible or other agreements affecting listed on the Title Commitment (identifying each by recording reference if applicable); (c) recite the exact number of square feet included within the Subject Property; (d) state whether the Subject Property (or any portion thereof) lies within a flood zone, or flood prone area or is designated as "wetlands," and identify the exact number of square feet, if any, together with copies of same. Seller agrees not to enter into any additional contractsthat lies within a flood zone or flood prone area or is designated as "wetlands"; and (e) contain a certificate verifying that the Survey was made on the ground, warrantiesthat the Survey is correct, that there are no improvements, encroachments, easements, uses or agreements prior to closing which would be binding encumbrances except as shown on Purchaser and which cannot be cancelled by Purchaser upon thirty (30) days written notice without costthe survey plat, penalty, or obligation unless such service contracts or other agreements are approved in writing by Purchaser, which approval shall not be unreasonably withheld or delayed; d. Copies of all licenses, permits, applications, authorizations, certificates of occupancy, governmental approvals and other entitlements relating to that the area represented for the Subject Property and has been certified by the operation thereofsurveyor as being correct, if any; e. All roof, environmental, hydrological, engineering, percolation, mechanical, electrical, structural, soils and similar reports and/or audits relating to that the Subject Property does not lie within any flood zone or flood prone area, except as indicated thereon, and that the Subject Property has access to public streets as indicated thereon. Unless otherwise agreed by Seller and Purchaser, the metes and bounds description contained in the possession of Seller; and f. A schedule of FF&E. Notwithstanding anything to Survey shall be the contrary contained herein, Purchaser hereby agrees that, legal description employed in the event Purchaser terminates this Contract for any reason, then Purchaser shall return to Seller all Due Diligence Items which have been delivered by Seller to Purchaser in connection with Purchaser’s inspection documents of conveyance of the Subject Property. This provision Seller and Purchaser mutually agree that Seller shall survive bear the termination portion of this Contract. Seller makes no representation or warranty as the survey cost that pertains solely to the accuracy survey of the matters set forth metes and bounds of the Subject Property, and that Purchaser shall bear the balance of the survey cost; b. A current commitment (the "Title Commitment") for the issuance of an owner's policy of title insurance to the Purchaser from the Title Company, together with good and legible copies of all documents constituting exceptions to Seller's title as reflected in the Due Diligence Documents, except that such documents which are provided to Purchaser will be faithful reproductions Title Commitment; and c. All information of such documents any kind whatsoever in the possession of SellerSeller concerning possible development of the Subject Property including, but not limited to, any and all plans for the development of the Subject Property, any engineering studies of the Subject Property, and information relating to obtaining the approval of local governing bodies for the development of the Subject Property, any information as to when construction on the Subject Property may commence, any information regarding present or future zoning of the Subject Property, and any information concerning the availability of utilities.

PRE-CLOSING OBLIGATIONS OF SELLER. Within three business days after effective 4.1 Seller shall, at Seller's sole expense, within one (1) day from the date of the Contracthereof, Seller shall furnish to Purchaser, or make available at the Property, the following, to the extent the same are in the possession of Seller’s sole cost and : (a) An "As Built" Survey of the Real Property in the possession of the Seller. Purchaser, at Purchaser's expense, each may obtain an updated Survey of the following (collectivelyReal Property prior to the date of Closing, certified to the “Due Diligence Items”): a. The most current as-built Purchaser and the Title Company, such survey of to be a Category 1A, Condition II survey as prescribed by the Subject Property in Seller’s possessionTexas Land Surveyor's Association; b. All site plans, drawings, and plans and specifications pertaining (b) A current commitment to issue an Owner's Policy of Title Insurance with respect to the Land or Improvements Real Property issued by First American Title Insurance Company to Purchaser in the amount of $47,175,000.00, together with good and legible copies of all documents constituting exceptions to Seller’s possession's title as reflected in the Title Commitment; c. (c) A list of all brokerage and listing agreements, construction contracts (for tenant improvements or otherwise), space planning contracts, service contracts, equipment leases, warranties, management, maintenance, or other agreements ("Property Contracts") affecting the Subject Property, if any, together with copies of samesuch Property Contracts. Seller agrees not to enter into any additional contracts, warranties, or agreements Property Contracts prior to closing Closing which would be binding on Purchaser and which cannot be cancelled by Purchaser upon thirty (30) days written notice without costPurchaser, penalty, or obligation unless such service contracts or other agreements Property Contracts are approved in writing by Purchaser, which approval shall not be unreasonably withheld or delayed; d. (d) Copies of all licenses, permits, applications, authorizations, certificates of occupancy, governmental approvals permits, and other entitlements relating to the Subject Property and the operation thereof, if anygovernmental licenses or approvals; e. (e) All roof, site plans; construction drawings; environmental, hydrological, engineering, percolation, mechanical, electrical, structural, soils soils, roof, asbestos, and similar reports and/or audits relating building inspection reports; and "as built" plans and specifications relative to the Subject Property in the possession of Seller, if any; (f) 2000 operating budget for the Property; (g) Historical income, expense and capital expenditure reports for the last two (2) years; (h) Copies of each Tenant Lease and all amendments and supplements thereto; and f. and (i) A schedule of FF&E. Notwithstanding anything to current rent roll for the contrary contained hereinProperty (the "Rent Roll"), Purchaser hereby agrees that, in the event Purchaser terminates this Contract for any reason, then Purchaser shall return to Seller all Due Diligence Items which have been delivered by Seller to Purchaser in connection with Purchaser’s inspection of the Rent Roll is attached hereto as Exhibit E and made a part hereof. --------- Subject Property. This provision shall survive the termination of this Contract. Seller makes no representation or warranty as to the accuracy of the matters set forth representation and warranty made by Seller in Section 7.1(l), the Due Diligence Documents, except that such Closing of the transaction described herein by Purchaser shall be deemed satisfaction by Seller of the obligation to deliver documents which are provided and materials pursuant to this Section 4.1 and Section 4.2 below. 4.2 Seller shall promptly deliver to Purchaser will such other documents as Purchaser may reasonably request and shall further grant access to Purchaser to all files on the Property at a location and a time to be faithful reproductions of such documents in mutually agreed upon by the possession of Sellerparties.

PRE-CLOSING OBLIGATIONS OF SELLER. Within three business days after effective 4.1 Seller shall, at Seller's sole expense, within one (1) day from the date of the Contracthereof, Seller shall furnish to Purchaser, or make available at the Property, the following, to the extent the same are in the possession of Seller’s sole cost and : (a) An "As Built" Survey of the Real Property in the possession of the Seller. Purchaser, at Purchaser's expense, each may obtain an updated Survey of the following (collectivelyReal Property prior to the date of Closing, certified to the “Due Diligence Items”): a. The most current as-built Purchaser and the Title Company, such survey of to be a Category 1A, Condition II survey as prescribed by the Subject Property in Seller’s possessionTexas Land Surveyor's Association; b. All site plans, drawings, and plans and specifications pertaining (b) A current commitment to issue an Owner's Policy of Title Insurance with respect to the Land or Improvements Real Property issued by First American Title Insurance Company to Purchaser in the amount of $47,175,000.00, together with good and legible copies of all documents constituting exceptions to Seller’s possession's title as reflected in the Title Commitment; c. (c) A list of all brokerage and listing agreements, construction contracts (for tenant improvements or otherwise), space planning contracts, service contracts, equipment leases, warranties, management, maintenance, or other agreements ("Property Contracts") affecting the Subject Property, if any, together with copies of samesuch Property Contracts. Seller agrees not to enter into any additional contracts, warranties, or agreements Property Contracts prior to closing Closing which would be binding on Purchaser and which cannot be cancelled by Purchaser upon thirty (30) days written notice without costPurchaser, penalty, or obligation unless such service contracts or other agreements Property Contracts are approved in writing by Purchaser, which approval shall not be unreasonably withheld or delayed; d. (d) Copies of all licenses, permits, applications, authorizations, certificates of occupancy, governmental approvals permits, and other entitlements relating to the Subject Property and the operation thereof, if anygovernmental licenses or approvals; e. (e) All roof, site plans; construction drawings; environmental, hydrological, engineering, percolation, mechanical, electrical, structural, soils soils, roof, asbestos, and similar reports and/or audits relating building inspection reports; and "as built" plans and specifications relative to the Subject Property in the possession of Seller, if any; (f) 2000 operating budget for the Property; (g) Historical income, expense and capital expenditure reports for the last two (2) years; (h) Copies of each Tenant Lease and all amendments and supplements thereto; and f. (i) A schedule of FF&E. Notwithstanding anything to current rent roll for the contrary contained hereinProperty (the "Rent Roll"), Purchaser hereby agrees that, in the event Purchaser terminates this Contract for any reason, then Purchaser shall return to Seller all Due Diligence Items which have been delivered by Seller to Purchaser in connection with Purchaser’s inspection of the Rent Roll is attached hereto as EXHIBIT E and made a part hereof. Subject Property. This provision shall survive the termination of this Contract. Seller makes no representation or warranty as to the accuracy of the matters set forth representation and warranty made by Seller in Section 7.1(l), the Due Diligence Documents, except that such Closing of the transaction described herein by Purchaser shall be deemed satisfaction by Seller of the obligation to deliver documents which are provided and materials pursuant to this Section 4.1 and Section 4.2 below. 4.2 Seller shall promptly deliver to Purchaser will such other documents as Purchaser may reasonably request and shall further grant access to Purchaser to all files on the Property at a location and a time to be faithful reproductions of such documents in mutually agreed upon by the possession of Sellerparties.

PRE-CLOSING OBLIGATIONS OF SELLER. Within three business ten (10) days after effective from the date of the execution of this Contract, Seller shall furnish to Purchaser, at Seller’s sole cost and expense, Purchaser each of the following (collectively, the “"Due Diligence Items”"): a. The most current An as-built survey of the Subject Property in Seller’s possession;dated subsequent to the date of execution of this Contract and prepared by a licensed professional engineer or surveyor acceptable to Purchaser, which survey shall: (a) include a metes and bounds legal description of the Land; (b) accurately show all improvements, encroachments and uses and accurately show all easements and encumbrances visible or listed on the Title Commitment (identifying each by recording reference if applicable); (c) recite the exact number of square feet included within the Land and the dimensions of the surface perimeter of all improvements; (d) state whether the Land (or any portion thereof) lies within a flood zone or flood prone area; (e) state the number of parking b. All site plans, drawings, and plans and specifications pertaining A current commitment (the "Title Commitment") for the issuance of an owner's policy of title insurance to the Land or Improvements Purchaser from the Title Company, together with good and legible copies of all documents constituting exceptions to Seller's title as reflected in Seller’s possessionthe Title Commitment; c. Copies of all leases presently in effect with respect to the Subject Property, if any, together with any amendments or modifications thereof and other documents such as lien waivers and non-disturbance and subordination agreements which affect the rights of the parties expressed in the leases; d. A schedule showing (i) all current members of the timeshare program being operated at the Subject Property by Seller, and (ii) the date through which monthly membership dues have been paid by each such member; e. A list of all service contracts, warranties, management, maintenance, or other agreements affecting the Subject Property, if any, together with copies of same. Seller agrees not to enter into any additional contracts, warranties, or agreements prior to closing which would be binding on Purchaser and which cannot be cancelled by Purchaser upon thirty (30) days written notice without cost, penalty, or obligation unless such service contracts or other agreements are approved in writing by Purchaser, which approval shall not be unreasonably withheld or delayed; d. f. Copies of all licenses, permits, applications, authorizations, certificates of occupancy, governmental approvals and other entitlements relating to the Subject Property and the operation thereofthereof in the possession of Seller, if any; e. g. All roofsite plans, drawings, environmental, hydrological, engineering, percolation, mechanical, electrical, structural, soils and similar reports and/or audits relating and plans and specifications relative to the Subject Property in the possession of Seller; and, if any; f. A schedule h. True and correct copies of FF&E. Notwithstanding anything the tax statements covering the Subject Property or any part thereof for each of the two (2) years prior to the contrary contained hereincurrent year and, Purchaser hereby agrees thatif available, in for the event Purchaser terminates this Contract for current year; i. True and correct copies of any reasonexisting option contracts, then Purchaser shall return construction contracts, and architectural contracts relating to Seller all Due Diligence Items which have been delivered by Seller to Purchaser in connection with Purchaser’s inspection or any portion of the Subject Property. This provision shall survive the termination ; j. A schedule of this Contract. Seller makes no representation all current or warranty as pending litigation with respect to the accuracy Subject Property or any part thereof, if any, together with a brief description of each such proceeding; k. The most recent operating statements for the matters set forth Subject Property prepared by Seller or in the Due Diligence Documents, except that Seller's possession; l. A schedule of all Hotel Assets (specifying if any such documents which Hotel Assets are provided to Purchaser will be faithful reproductions of such documents in the possession of Seller.leased);

PRE-CLOSING OBLIGATIONS OF SELLER. Within three business Between the date hereof and the Closing Date, Seller shall: a. Keep the Premises and all parts thereof in the same state of repair and condition as they are currently in (including making ordinary repairs and replacements) reasonable wear and tear excepted; provided that nothing in this Contract shall require Seller to expend more than $10,000.00 in the aggregate on repairs and/or replacements to the Premises. Seller shall promptly notify Purchaser of any repairs or replacements which exceed the $10,000 limitation as set forth above, and which Seller does not intend to complete; Purchaser shall then have 10 days after effective date from such notification within which to terminate this Contract if it so chooses and receive an immediate refund of the ContractDownpayment. b. Not apply all or any part of the security deposit of any tenant, to the extent Seller shall furnish to Purchaserhave any, at Seller’s sole cost unless such tenant's lease has terminated and expense, each of such tenant has vacated the following (collectively, the “Due Diligence Items”): a. The most current as-built survey of the Subject Property in Seller’s possession; b. All site plans, drawings, and plans and specifications pertaining to the Land or Improvements in Seller’s possession;Premises. c. A list Not withdraw, settle or compromise any reduction proceeding affecting real estate taxes assessed against the Premises without the prior consent of all service contracts, warranties, management, maintenance, or other agreements affecting the Subject Property, if any, together with copies of same. Seller agrees not to enter into any additional contracts, warranties, or agreements prior to closing Purchaser which would be binding on Purchaser and which cannot be cancelled by Purchaser upon thirty (30) days written notice without cost, penalty, or obligation unless such service contracts or other agreements are approved in writing by Purchaser, which approval consent shall not be unreasonably withheld or delayed; d. Copies . Any future refunds and fees of all licenses, permits, applications, authorizations, certificates of occupancy, governmental approvals counsel shall be prorated between Purchaser and other entitlements relating to the Subject Property and the operation thereof, if any; e. All roof, environmental, hydrological, engineering, percolation, mechanical, electrical, structural, soils and similar reports and/or audits relating to the Subject Property in the possession of Seller; and f. A schedule of FF&E. Notwithstanding anything to the contrary contained herein, Purchaser hereby agrees that, in the event Purchaser terminates this Contract for any reason, then Purchaser shall return to Seller all Due Diligence Items which have been delivered by Seller to Purchaser in connection with Purchaser’s inspection as of the Subject PropertyClosing Date. This provision Paragraph 14(c) shall survive the termination Closing and the delivery of the deed. d. Not remove from the Premises any fixture, equipment or personal property included in this Contract. Seller makes no representation or warranty as sale unless the same is replaced with items of at least equal value prior to the accuracy Closing Date. e. Subject to the leases for the Premises, permit Purchaser or its representatives access to the Premises upon reasonable prior notice and at reasonable times. f. Seller will not alter, amend or modify the terms and provisions of the matters any leases, or, enter into new tenant leases with a term in excess of twelve (12) months, or at rental rates below those set forth in the Due Diligence Documentsrent roll, except that such documents which are provided without the prior written approval of Purchaser. g. Seller will not grant or purport to Purchaser will be faithful reproductions of such documents create to any third party any interest in the possession Premises or any part thereof or further encumber the Premises without the prior written approval of Sellerthe Purchaser. h. Seller will not enter into any maintenance, management or other service contracts without the prior written approval of Purchaser. i. Seller will cause fire and extended coverage insurance relating to the Premises to be maintained in full force and effect at an amount no less than the full replacement cost of the Premises. j. Seller will promptly notify Purchaser in writing of any violation, alleged violation or anticipated violation, or any law, regulation, ordinance, order or other requirement of any governmental authority having jurisdiction over or affecting the Premises, or any part thereof, of which it is notified. k. Seller will not, without the prior written consent of Purchaser, permit any structural modifications or additions to the Premises. l. Seller shall not execute an assignment of any of the tenant leases or an assignment of any rent accruing under a tenant lease. m. Seller shall continue to maintain, operate and manage the Premises in the same manner that Seller has heretofore maintained and operated the Premises, and shall use good faith efforts to preserve for Purchaser the relationships of Seller and tenants.

PRE-CLOSING OBLIGATIONS OF SELLER. Within three business ten (10) days after effective date the Purchaser’s deposit of the Contractits Xxxxxxx Money hereunder, Seller shall furnish deliver, or cause to be delivered, to Purchaser a copy of the survey dated October 31, 2000, prepared by Xxxxxx Survey Company of Branson, Missouri (“the “Survey”). Within twenty (20) days from the date of execution of this Contract, Purchaser, at SellerPurchaser’s sole cost and expense, each shall obtain and deliver to Seller copies of the following (collectively, the “"Due Diligence Items”"): a. The most current as-built survey An updated or recertified Survey of the Subject Property in Seller’s possession; b. All site plans, drawings, and plans and specifications pertaining which Survey shall be dated subsequent to the Land or Improvements in Seller’s possession; c. A list date of all service contracts, warranties, management, maintenance, or other agreements affecting execution of this Contract and which Survey shall: (a) include a metes and bounds legal description of the Subject Property; (b) accurately show all improvements, encroachments and uses and accurately show all easements and encumbrances visible or listed on the Title Commitment (identifying each by recording reference if applicable); (c) recite the exact number of square feet included within the Subject Property and within each building, if any, together with copies of same. Seller agrees not to enter into any additional contracts, warranties, or agreements prior to closing which would be binding located on Purchaser and which cannot be cancelled by Purchaser upon thirty the Subject Property; (30d) days written notice without cost, penalty, or obligation unless such service contracts or other agreements are approved in writing by Purchaser, which approval shall not be unreasonably withheld or delayed; d. Copies of all licenses, permits, applications, authorizations, certificates of occupancy, governmental approvals and other entitlements relating to state whether the Subject Property and (or any portion thereof) lies within a flood zone or flood prone area; (e) contain a certificate verifying that the operation thereofSurvey was made on the ground, if any; e. All roofthat the Survey is correct, environmentalthat there are no improvements, hydrologicalencroachments, engineeringeasements, percolationuses or encumbrances except as shown on the survey plat, mechanical, electrical, structural, soils and similar reports and/or audits relating to that the area represented for the Subject Property has been certified by the surveyor as being correct and that the Subject Property does not lie within any flood zone or flood prone area, except as indicated thereon, that the Subject Property has access to public streets as indicated thereon, and otherwise be in the possession form of SellerExhibit "B" attached hereto and made a part hereof; and f. A schedule and (f) otherwise be in form sufficient for the amendment of FF&E. Notwithstanding anything to the contrary boundary exception by the Title Company. Unless otherwise agreed by Seller and Purchaser, the metes and bounds description contained herein, Purchaser hereby agrees that, in the event Purchaser terminates this Contract for any reason, then Purchaser Survey shall return to Seller all Due Diligence Items which have been delivered by Seller to Purchaser be the legal description employed in connection with Purchaser’s inspection the documents of conveyance of the Subject Property. This provision shall survive ; b. A current commitment (the termination "Title Commitment") for the issuance of this Contract. Seller makes no representation or warranty as an owner's policy of title insurance to the accuracy Purchaser from the Title Company, together with good and legible copies of the matters set forth all documents constituting exceptions to Seller's title as reflected in the Due Diligence Documents, except that such documents which are provided to Purchaser will be faithful reproductions of such documents in the possession of SellerTitle Commitment.

PRE-CLOSING OBLIGATIONS OF SELLER. Within three business twenty (20) days after effective from the date of the execution of this Contract, Seller shall furnish to Purchaser, at Seller’s 's sole cost and expense, each of the following (collectively, the “"Due Diligence Items”"): a. The most current An as-built survey of the Subject Property which Survey shall be dated subsequent to the date of execution of this Contract and which Survey shall: (a) include a metes and bounds legal description of the Land; (b) accurately show all improvements, encroachments and uses and accurately show all easements and encumbrances visible or listed on the Title Commitment (identifying each by recording reference if applicable); (c) recite the exact number of square feet included within the Land and within each building located on the Land; (d) state whether the Land (or any portion thereof) lies within a flood zone or flood prone area; (e) state the number of parking spaces situated on the Land; (f) contain a certificate verifying that the Survey was made on the ground, that the Survey is correct, that there are no improvements, encroachments, easements, uses or encumbrances except as shown on the survey plat, that the area represented for the Land and the Improvements has been certified by the surveyor as being correct and that the Land does not lie within any flood zone or flood prone area, except as indicated thereon, that the Land has access to public streets as indicated thereon, and otherwise be in Seller’s possessionthe form of Exhibit "D" attached hereto and made a part hereof; and (g) otherwise be in form sufficient for the amendment of the boundary exception by the Title Company. Unless otherwise agreed by Seller and Purchaser, the metes and bounds description contained in the Survey shall be the legal description employed in the documents of conveyance of the Subject Property; b. All site plans, drawings, and plans and specifications pertaining A current commitment (the "Title Commitment") for the issuance of an owner's policy of title insurance to the Land or Improvements Purchaser from the Title Company, together with good and legible copies of all documents constituting exceptions to Seller's title as reflected in Seller’s possessionthe Title Commitment; c. A list of all service contracts, warranties, management, maintenance, or other agreements affecting the Subject Property, if any, together with copies of same. Seller agrees not to enter into any additional contracts, warranties, or agreements prior to closing which would be binding on Purchaser and which cannot be cancelled by Purchaser upon thirty (30) days written notice without cost, penalty, or obligation unless such service contracts or other agreements are approved in writing by Purchaser, which approval . A list of all existing leases affecting the Subject Property together with copies of same shall not also be unreasonably withheld or delayedprovided to Purchaser; d. Copies of all licenses, permits, applications, authorizations, certificates of occupancy, governmental approvals and other entitlements relating to the Subject Property and the operation thereof, if any, including, but not limited to, any timeshare registration statement filed by Seller in Florida; e. All roofsite plans, drawings, environmental, hydrological, engineering, percolation, mechanical, electrical, structural, soils and similar reports and/or audits relating and plans and specifications relative to the Subject Property in the possession of Seller; and, if any; f. A schedule True and correct copies of FF&E. Notwithstanding anything the financial statements prepared by Seller covering the Subject Property or any part thereof for each of the two (2) years prior to the contrary contained hereincurrent year and, Purchaser hereby agrees thatif available, in for the event Purchaser terminates this Contract for current year; g. True and correct copies of any reasonexisting option contracts, then Purchaser shall return construction contracts, and architectural contracts relating to Seller all Due Diligence Items which have been delivered by Seller to Purchaser in connection with Purchaser’s inspection or any portion of the Subject Property; h. A schedule of all Project Assets (specifying whether any such Project Assets are leased); i. A list of any unwritten agreements affecting the Subject Property to which Seller is a party or of which Seller has knowledge; and j. All other reasonably requested information in the possession of Seller and pertaining to the ownership and operation of the Subject Property. k. Any Due Diligence Items provided to Purchaser shall be considered confidential and if Closing does not occur as contemplated herein, all of same shall be promptly returned to Seller. This provision shall survive Within forty (40) days from the termination date of execution of this Contract. , Seller makes no representation or warranty as must also have obtained written approval and consent to the accuracy transactions necessary to close under this Contract as required under the terms and conditions of any debt instruments, agreements or other obligations binding Seller, Seller's affiliates or the Subject Property. In particular, Seller must obtain the approval of the matters holder of the Prior Indebtedness with respect to the sale of the Subject Property to Purchaser and the manner of payment of the Prior Indebtedness by Seller as set forth in the Due Diligence Documents, except that such documents which are provided to Purchaser will be faithful reproductions of such documents in the possession of SellerNote described hereinabove.