Common use of Seller’s Covenants, Representations and Warranties Clause in Contracts

Seller’s Covenants, Representations and Warranties. In order to induce Buyer to enter into this Agreement and purchase the Properties, Seller makes the following covenants, agreements, representations and warranties, all of which shall survive the Closing and the purchase and sale of each of the respective Premises: (a) Seller has obtained all necessary authorizations and consents to enable it to execute and deliver this Agreement and to consummate the transaction contemplated hereby, including without limitation all authorizations and consents required to be obtained from governmental authorities during the course of, and upon completion of, construction of the Improvements. (b) Seller holds, or prior to the Closing Date shall hold, fee simple title to each of the Premises, free of all liens, assessments and encumbrances except for the applicable Permitted Exceptions for each respective Premises, and liens and encumbrances which will be paid and discharged at or prior to the Closing. Seller has no actual knowledge of any condition or state of facts which would preclude, limit or restrict the business operations conducted or contemplated, pursuant to the terms of the pertinent Lease at each of the Premises, to be conducted by Tenant. (c) Except for construction warranties with respect to the Improvements, there are no service or maintenance contracts affecting any of the Premises to which Buyer will be bound upon Closing, except for those contracts which Seller intends to keep in place on which Seller shall remain liable as Tenant under the Lease. (d) The Premises and the proposed use thereof by Tenant and the condition thereof do not violate any applicable deed restrictions, zoning or subdivision regulations, urban redevelopment plans, local, state or federal environmental law or regulation or any building code or fire code applicable to any of the Premises, and are not designated by any governmental agency to be in a flood plain area. (i) There shall exist no event which, with the giving of notice or the passage of time or both, would constitute an Event of Default under the respective Lease for each of the Premises; and (ii) all leasing commissions and fees with respect to each of the Leases, if any, have been paid in full. (f) There is no pending or, to Seller’s knowledge, threatened litigation or other proceeding affecting the title to or the use or operation of any of the Premises. (g) Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended, and Seller shall certify its taxpayer identification number at Closing. (h) To Seller’s actual knowledge, there are no federal, state, county or municipal plans to restrict or change access from any highway or road to any of the Premises. (i) Each of the Premises are a separate parcel for real estate tax assessment purposes. (j) All of the financial data regarding the construction, ownership and operation of each of the Premises that Seller has provided to Buyer is materially true, complete and correct. (k) The Improvements have been constructed in accordance with the provisions of each of the respective Leases.

Seller’s Covenants, Representations and Warranties. In order to induce Buyer to enter into this Agreement and purchase the PropertiesProperty, Seller makes the following covenants, agreements, representations and warranties, all of which shall survive the Closing and the purchase and sale of each the Property for a period of one year after the respective Premises:Closing Date. (a) a. Subject to the provisions of Section 7, Seller has obtained all necessary authorizations and consents to enable it to execute and deliver this Agreement and to consummate the transaction contemplated hereby, including without limitation all authorizations and consents required to be obtained from governmental authorities during the course of, and upon completion of, construction of the Improvements. (b) b. Seller holds, or prior to the Closing Date shall hold, holds fee simple title to each of the Premises, free of all liens, assessments and encumbrances except for the applicable Permitted Exceptions for each respective PremisesExceptions, and liens and encumbrances encumbrances, if any, which will be paid and discharged at or prior to the Closing. Seller has no actual knowledge of any condition or state of facts which would preclude, limit or restrict the business operations conducted or contemplated, pursuant to the terms of the pertinent Lease at each of the PremisesLease, to be conducted by TenantTenant at the Premises. (c) c. Except for construction warranties with respect to the Improvements, there are no service or maintenance contracts affecting any of the Premises Property to which Buyer will be bound upon Closing, except for those contracts which Seller intends to keep in place on which Seller shall remain liable as Tenant under the Lease. (d) The d. To the best of Seller's knowledge, the Premises and the proposed use thereof by Tenant and the condition thereof do not violate any applicable deed restrictions, zoning or subdivision regulations, urban redevelopment plans, local, state or federal environmental law or regulation or any building code or fire code applicable to any of the Premises, and are not designated by any governmental agency to be in a flood plain area. e. As of the Closing Date (i) There there shall exist no event which, with the giving of notice or the passage of time or both, would constitute an Event of Default under the respective Lease; (ii) Tenant shall not have any defense, set-off or counterclaim in respect of its obligations under the Lease for each arising as a result of the PremisesSeller's actions or activities, or those of Seller's employees, agents or contractors; and (iiiii) all leasing commissions and fees with respect to each of the LeasesLease, if any, have been paid in fullfull by Seller or Tenant. (f) f. There is no pending or, to Seller’s 's knowledge, threatened litigation or other proceeding affecting the title to or the use or operation of any of the PremisesProperty. (g) g. Seller is not a “"foreign person” " within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended, and Seller shall certify its taxpayer identification number at Closing. (h) h. To the best of Seller’s actual 's knowledge, there are no federal, state, county or municipal plans to restrict or change access from any highway or road to any of the Premises. (i) Each of the i. The Premises are a separate parcel for real estate tax assessment purposes. (j) j. All of the financial data regarding the construction, ownership and operation of each of the Premises Property that Seller has provided to Buyer is materially true, complete and correct. (k) The k. To the best of Seller's knowledge, the Improvements have been constructed in accordance with (i) the provisions Plans and (ii) applicable building codes, laws and regulations in a good, substantial and workmanlike manner. l. To the best of each Seller's knowledge, no Hazardous Materials are, will be, have been, stored, treated, disposed of or incorporated into, on or around the Premises in violation of any applicable statutes, ordinances or regulations; the Premises are in material compliance with all applicable environmental, health and safety requirements; any business currently or, to the best of Seller's knowledge, heretofore operated on the Premises has disposed of its waste in accordance with all applicable statutes, ordinances and regulations; and Seller has no notice of any pending or, to the best of Seller's knowledge, threatened action or proceeding arising out of the respective Leasescondition of the Premises or any alleged violation of environmental, health or safety statutes, ordinances or regulations. m. As of the date hereof and the Closing Date there is, to the best of Seller's knowledge and shall exist no event which is or would, with the giving of notice or passage of time or both, constitute an event of default under the Franchise Agreement. n. Seller specifically acknowledges and understands that where Seller actually knows of any fact(s) materially, adversely affecting the value of the Property, whether said fact(s) is/are readily observable or not, Seller hereby assumes and accepts a duty to disclose said fact(s) to Buyer. Seller warrants that, other than as may be disclosed in the foregoing representations and warranties, and except with respect to general market conditions applicable to the Property to which Seller makes no representation and warranty, Seller has no knowledge of any other fact(s) materially adversely affecting the value of the Property whether or not said fact(s) is/are readily observable. All of the representations, warranties and agreements of Seller set forth herein and elsewhere in this Agreement shall be true upon the execution of this Agreement and shall be reaffirmed and repeated in writing at and as of the Closing Date, but not subsequent to the Closing Date, and shall survive the Closing Date for a period of one year.

Seller’s Covenants, Representations and Warranties. In order (A) As a material inducement to induce Buyer Purchaser to enter into this Agreement and purchase to pay the PropertiesPurchase Price for the Property as set forth herein, Seller makes the following hereby covenants, agreements, representations warrants and warranties, all of which shall survive the Closing and the purchase and sale of each of the respective Premisesrepresents to Purchaser as follows: (ai) Seller has obtained is authorized to enter into and perform all necessary authorizations its obligations under this Agreement. This Agreement is, and consents all documents to enable it be executed by Seller pursuant hereto will be, the valid and binding obligations of Seller enforceable in accordance with their respective terms. (ii) The Seller is not a party to execute and deliver any litigation or administrative proceedings nor, is Seller aware of a threat of any litigation or administrative proceedings, which could affect the Property or Seller’s right to enter into this Agreement and or to consummate the transaction transactions contemplated herebyby this Agreement. The Seller is not subject to any judgment, including without limitation all authorizations and consents required order, writ, injunction, decree or award of any court, arbitrator or governmental department, agency, board, bureau or instrumentality issued or entered in a proceeding to be obtained from governmental authorities during which the course of, and Seller is or was a party which is binding upon completion of, construction of the ImprovementsSeller. (biii) Seller holdsThe Property is not subject to any lease, tenancy or prior other arrangement and from the date hereof to the Closing Date shall holdDate, no lease, tenancy, or other arrangement applicable to the Property, will be entered into by Seller without the prior written approval of Purchaser. (iv) The Property shall, on the Closing Date, be in the same condition as it was on the date of Purchaser’s execution of this Agreement, normal wear excepted. Immediately prior to “Closing” (as hereinafter defined) Seller will have good and marketable fee simple title to each of the Premises, free of all liens, assessments and encumbrances except for the applicable Permitted Exceptions for each respective Premises, and liens and encumbrances which will be paid and discharged at or prior to the Closing. Seller has no actual knowledge of any condition or state of facts which would preclude, limit or restrict the business operations conducted or contemplated, pursuant to the terms of the pertinent Lease at each of the Premises, to be conducted by TenantProperty. (cv) All documents required by this Agreement to be delivered by Seller to Purchaser are and will be true, correct and complete in all material respects and contain no material omissions that make such documents false or misleading. (vi) To the best of Seller’s knowledge and belief, without actual examination or review having been made, that (a) the Property is in compliance with all applicable zoning and building laws, ordinances and regulations and (b) the Property has all necessary legal rights, utility service, and access to a public street. (vii) Except for construction warranties with respect encumbrances described in the Title Commitment, Seller holds good and marketable title to the ImprovementsProperty, there are no service free and clear of restrictions on or maintenance contracts affecting any conditions to transfer or assignment, and free and clear of the Premises to which Buyer will be bound upon Closingliens, except for those contracts which Seller intends to keep in place on which Seller shall remain liable as Tenant under the Leasepledges, charges, or encumbrances. (dviii) The Premises and There is no litigation, proceeding, or governmental investigation pending or threatened in eminent domain, for rezoning or otherwise against Seller that relates to or affects the proposed use thereof Property. (ix) During the time in which Seller has owned the Property, Seller has not used, generated, transported, treated, constructed, deposited, stored, disposed, placed or located at, on, under or from the Property any flammable explosives, radioactive materials, hazardous or toxic substances, materials or wastes, pollutants or contaminants defined, listed or regulated by Tenant and the condition thereof do not violate any applicable deed restrictions, zoning or subdivision regulations, urban redevelopment plans, local, state or federal environmental law or regulation or any building code or fire code applicable to any of the Premises, and are not designated by any governmental agency to be in a flood plain arealaws. (i) There shall exist no event which, with the giving of notice or the passage of time or both, would constitute an Event of Default under the respective Lease for each of the Premises; and (ii) all leasing commissions and fees with respect to each of the Leases, if any, have been paid in full. (f) There is no pending or, to Seller’s knowledge, threatened litigation or other proceeding affecting the title to or the use or operation of any of the Premises. (gx) Seller is not a “foreign person” within the meaning for purposes of Section 1445(f)(3) § 1455 of the Internal Revenue Code of 1986, as amended, and Seller shall certify its taxpayer identification number at ClosingCode. (h) To Seller’s actual knowledge, there are no federal, state, county or municipal plans to restrict or change access from any highway or road to any of the Premises. (i) Each of the Premises are a separate parcel for real estate tax assessment purposes. (jB) All of the financial data regarding the constructionforegoing representations and warranties shall be applicable, ownership true, correct and operation of each complete, both as of the Premises date hereof and as of the Closing Date, and Seller shall, as stated in Section 11(B) of this Agreement, certify in writing at Closing that Seller has provided to Buyer is materially each and all of said representations and warranties are true, correct and complete as of and correctwith respect to that date. (kC) The Improvements have been constructed in accordance Notwithstanding anything else to the contrary herein, the parties acknowledge and agree that the improvements on the property are being purchased “as-is” with the provisions of each of the respective Leasesno representations or warranties regarding their condition(s).

Seller’s Covenants, Representations and Warranties. In order to induce Buyer to enter into this Agreement and purchase the Properties, Seller makes the following covenants, agreements, representations and warranties, all of which shall survive the Closing and the purchase and sale of each of the respective Premises: (a) Seller has obtained all necessary authorizations and consents to enable it to execute and deliver this Agreement and to consummate the transaction contemplated hereby, including without limitation all authorizations and consents required to be obtained from governmental authorities during the course of, and upon completion of, construction of the Improvements. (b) Seller holds, or prior to the Closing Date shall hold, holds fee simple title to each of the Premises, free of all liens, assessments and encumbrances except for the applicable Permitted Exceptions for each respective Premises, and liens and encumbrances which will be paid and discharged at or prior to the Closing. Exceptions. (c) Seller has no actual knowledge of any condition or state of facts which would preclude, limit or restrict the business operations conducted or contemplated, pursuant to the terms of the pertinent applicable Lease at each of the Premises, to be conducted by TenantXxxxxx. (cd) There are no employees of Seller at any of the Premises. (e) Except for construction warranties with respect to the Improvements, there are no service or maintenance contracts affecting any of the Premises to which Buyer will be bound upon Closing, except for those contracts Seller is a party or by which Seller intends to keep in place on is bound which Seller shall remain liable as Tenant under the Leasesurvive either Closing. (df) The To the best of Seller’s knowledge, none of the Premises and or the proposed use thereof by Tenant and or the condition thereof do not violate any applicable deed restrictions, zoning or subdivision regulations, urban redevelopment plans, local, state or federal environmental law or regulation or any building code or fire code applicable to any of the Premises, and are not designated by any governmental agency to be in a flood plain area. (i) There shall exist exists no uncured event of default nor any event which, with the giving of notice or the passage of time or both, would constitute an Event event of Default default by Seller or Tenant under the respective either Lease; (ii) Tenant has not asserted nor does it have any defense, set-off or counterclaim in respect of its obligations under either Lease; (iii) no rent under either Lease has been prepaid for each of the Premisesmore than one month in advance nor are there any rebates, rental concessions, free-rent periods, credits, set-offs, rent reductions, take-back or take-over obligations or any other concessions granted thereunder; and (iiiv) all leasing commissions and fees with respect to each of the LeasesLease, if any, have been paid in full. (fh) There is no pending or, to To the best of Seller’s knowledge, there is no pending or threatened litigation or other proceeding affecting the title to or the use or operation of any of the Premises. (gi) To the best of Seller’s knowledge, there is no pending or threatened or contemplated taking or eminent domain action affecting any Premises. (j) Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended, and Seller shall certify its taxpayer identification number at each Closing. (hk) To the best of Seller’s actual knowledge, there are no federal, state, county or municipal plans to restrict or change access from any highway or road to any of the Premises. (i) Each of the Premises are a separate parcel for real estate tax assessment purposes. (jl) All of the financial data regarding the construction, ownership and operation of each of the Premises and regarding Tenant and Guarantor that Seller has previously provided to Buyer prior to the Effective Date and prior to each Closing Date is materially true, complete complete, and correct. (km) The Improvements Seller has delivered to Buyer true, correct, and complete copies of any Tenant and Guarantor financial data and any store level financial performance data, that Seller has in its possession and control. (n) To the best of Seller’s knowledge and belief, except as disclosed in the Phase I Reports, no Hazardous Materials have been constructed been, stored, treated, disposed of or incorporated into, on or around any of the Premises in accordance with the provisions violation of any applicable statutes, ordinances or regulations, and each of the respective LeasesPremises are in compliance with all applicable environmental, health and safety requirements. (o) There are no leases on any of the Premises as of the date hereof and as of the date of each Closing other than each Lease with the Tenant which will be entered into on the date of the applicable Closing. (p) Seller has delivered to Buyer all of the items Seller is and was required to deliver pursuant to Section 5 of this Agreement. (q) Seller warrants that, other than as may be disclosed in the foregoing representations and warranties, Seller has no knowledge of any other fact(s) materially affecting the value or desirability of the Properties whether or not said fact(s) is/are readily observable. All of the representations, warranties and agreements of Seller set forth in this Agreement shall be true upon the execution of this Agreement and shall be considered reaffirmed as of each Closing Date and shall survive each Closing Date for a period of one (1) year after such Closing Date whether or not Seller signs a reaffirmation certificate at such Closing.

Seller’s Covenants, Representations and Warranties. In order to induce Seller hereby represents, warrants, covenants and agrees with Buyer to enter into this Agreement and purchase the Properties, Seller makes the following covenants, agreements, representations and warranties, all of which shall survive the Closing and the purchase and sale of each of the respective Premisesas follows: (a) Seller has obtained all necessary authorizations and consents to enable it to execute and deliver this Agreement and to consummate the transaction contemplated hereby, including without limitation all authorizations and consents required to be obtained from governmental authorities during the course of, and upon completion of, construction not subjected any portion of the ImprovementsProperty to any interest, charge or assessment that is not shown as an existing lien on the record of any taxing authority that levies taxes or assessments. (b) Seller holds, has not received any notice from any governmental authority having jurisdiction over the Property requiring or prior specifying any work to be done to the Closing Date shall hold, fee simple title to each of the Premises, free of all liens, assessments and encumbrances except for the applicable Permitted Exceptions for each respective Premises, and liens and encumbrances which will be paid and discharged at or prior to the Closing. Seller has no actual knowledge of any condition or state of facts which would preclude, limit or restrict the business operations conducted or contemplated, pursuant to the terms of the pertinent Lease at each of the Premises, to be conducted by TenantProperty. (c) Except for construction warranties with respect to the ImprovementsSeller has not received any notice of, there are no service or maintenance contracts affecting and has not itself caused, any violation of the Premises to which Buyer will be bound upon Closingany statute, except for those contracts which Seller intends to keep in place on which Seller shall remain liable as Tenant under the Lease. (d) The Premises and the proposed use thereof by Tenant and the condition thereof do not violate any applicable deed restrictionsordinance, zoning or subdivision regulations, urban redevelopment plans, local, state or federal environmental law rule or regulation or any building code or fire code applicable to any of the Premises, and are not designated by any governmental agency to be in a flood plain area. (i) There shall exist no event which, with the giving of notice or the passage of time or both, would constitute an Event of Default under the respective Lease for each of the Premises; and (ii) all leasing commissions and fees with respect to each of the Leases, if any, have been paid in full. (f) There is no pending or, to Seller’s knowledge, threatened litigation or other proceeding affecting the title to or the use or operation of any of the Premises. (g) Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended, and Seller shall certify its taxpayer identification number at Closing. (h) To Seller’s actual knowledge, there are no federal, state, county or municipal plans authority in connection with air pollution, water pollution, environmental protection, or any other governmental action relating to restrict the Property. (d) Seller has not received any notice of the exercise of eminent domain or change access condemnation, pending or threatened, which in any way affects the Property or any portion thereof, from any highway governmental or road other authority authorized to exercise such power. (e) Seller has not entered into any unrecorded leases, contracts or obligations affecting the Property. Seller will supply all record, notes, contracts and letters associated with BD Realty, Bxxx Xxxx, and the management of the Property to date. (f) Seller has received no notice of any claims, actions, suits or other proceedings pending or threatened by any person or entity with respect to the Property. (g) Seller has, or will have on or before the Closing, performed, observed and complied with all of the covenants, agreements and conditions required by this Agreement to be performed, observed and complied with by Seller, and will execute and deliver all documents required to be executed and delivered by Seller in order to consummate the transaction contemplated herein. The covenants, representations and warranties of Seller hereunder shall survive the closing of this transaction and the recordation of the Deed. In the event any of the Premises. covenants, representations or warranties described herein are untrue or breached by Seller, Seller shall indemnify, defend and hold harmless Buyer and Buyer’s successors and assigns, from and against any and all claims, costs, damages, liabilities, expenses, charges and fees (iincluding attorneys’ fees) Each incurred by Buyer, or its successors or assigns, as a result of the Premises are a separate parcel for real estate tax assessment purposes. (j) All untruth or breach of any of the financial data regarding the construction, ownership and operation of each of the Premises that representations or warranties made by Seller has provided to Buyer is materially true, complete and correcthereunder. (k) The Improvements have been constructed in accordance with the provisions of each of the respective Leases.

Seller’s Covenants, Representations and Warranties. In order to induce Buyer to enter into this Agreement and purchase the PropertiesProperty, Seller Seller, jointly and severally, makes the following covenants, agreements, representations and warranties, all of which shall survive the Closing and the purchase and sale of each of the respective Premises: (a) Seller has obtained all necessary authorizations and consents to enable it to execute and deliver this Agreement and to consummate the transaction contemplated hereby, including without limitation all authorizations and consents required to be obtained from governmental authorities during the course of, and upon completion of, construction of the Improvements. (b) Seller holds, or prior to the Closing Date shall hold, fee simple title to each of the Premises, free of all liens, assessments and encumbrances except for the applicable Permitted Exceptions for each respective Premises, and liens and encumbrances which will be paid and discharged at or prior to the Closing. Seller has no actual knowledge of any condition or state of facts which would preclude, limit or restrict the business operations conducted or contemplated, pursuant to the terms of the pertinent Lease at each of the Premises, to be conducted by Tenant. (c) Except for construction warranties with respect to the Improvements, there are no service or maintenance contracts or other agreements affecting any of the Premises to which Buyer will be bound upon Closing, except for those contracts which Seller intends to keep in place and on which Seller shall remain liable as Tenant under the Lease. (d) The Premises and the proposed use thereof by Tenant and the condition thereof do not violate any applicable deed restrictions, zoning or subdivision regulations, urban redevelopment plans, local, state or federal environmental law or regulation or any building code or fire code applicable to any of the Premises, and are not designated by any governmental agency to be in a flood plain area. (i) There shall exist no event which, with the giving of notice or the passage of time or both, would constitute an Event of Default under the respective Lease for each of the Premises; and (ii) all leasing commissions and fees with respect to each of the LeasesLease, if any, have been paid in full. (f) There is no pending or, to Seller’s knowledge, threatened litigation or other proceeding affecting the title to or the use or operation of any of the Premises. (g) Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended, and Seller shall certify its taxpayer identification number at Closing. (h) To Seller’s actual knowledge, there are no federal, state, county or municipal plans to restrict or change access from any highway or road to any of the Premises. (i) Each of the Premises are a separate parcel for real estate tax assessment purposes. (j) All of the financial data regarding the construction, ownership and operation of each of the Premises that Seller has provided to Buyer is materially true, complete and correct. (j) No Hazardous Materials are, will be, or to the best of Seller’s knowledge, have been, stored, treated, disposed of or incorporated into, on or around the Premises in violation of any applicable statutes, ordinances or regulations; the Premises are in material compliance with all applicable environmental, health and safety requirements; any business currently or, to the best of Seller’s knowledge, heretofore operated on the Premises has disposed of its waste in accordance with all applicable statutes, ordinances and regulations; and Seller has no notice of any pending ,or, to the best of Seller’s knowledge, threatened, action or proceeding arising out of the condition of the Premises or any alleged violation of environmental, health or safety statutes, ordinances or regulations. (k) The Improvements have been constructed Property is contained in accordance with one or more separate parcels for real estate tax assessment purposes, which parcels do not contain any land other than the provisions of each Property. All of the respective Leasesrepresentations, warranties and agreements of Seller set forth herein and elsewhere in this Agreement shall be true upon the execution of this Agreement and shall be reaffirmed and repeated in writing at and as of the Closing Date, but not subsequent to the Closing Date, and shall survive the Closing Date for a period of one (1) year after the Closing.

Seller’s Covenants, Representations and Warranties. In order to induce Buyer to enter into this Agreement and purchase the PropertiesPremises, Seller Seller, jointly and severally, makes the following covenants, agreements, representations and warranties, all of which shall survive the Closing and the purchase and sale of each of the respective Premises: (a) Seller has obtained all necessary authorizations and consents to enable it to execute and deliver this Agreement and to consummate the transaction contemplated hereby, including without limitation all authorizations and consents required to be obtained from governmental authorities during the course of, and upon completion of, construction of the Improvements. (b) Seller holds, or prior to the Closing Date shall hold, fee simple title to each of the Premises, free of all liens, assessments and encumbrances except for the applicable Permitted Exceptions for each respective Premises, and liens and encumbrances which will be paid and discharged at or prior to the Closing. Seller has no actual knowledge of any condition or state of facts which would preclude, limit or restrict the business operations conducted or contemplated, pursuant to the terms of the pertinent Lease at each of the Premises, to be conducted by Tenant. (c) Except for construction warranties with respect to the Improvements, there are no service or maintenance contracts or other agreements affecting any of the Premises to which Buyer will be bound upon Closing, except for those contracts which Seller intends to keep in place and on which Seller shall remain liable as Tenant under the Lease. (d) The Premises and the proposed use thereof by Tenant and the condition thereof do not violate any applicable deed restrictions, zoning or subdivision regulations, urban redevelopment plans, local, state or federal environmental law or regulation Environmental Laws or any building code or fire code applicable to any of the Premises, and are not designated by any governmental agency to be in a flood plain area. (i) There shall exist no event which, with the giving of notice or the passage of time or both, would constitute an Event of Default under the respective Lease for each of the Premises; and (ii) all leasing commissions and fees with respect to each of the LeasesLease, if any, have been paid in full. (f) There is no pending or, to Seller’s knowledge, threatened litigation or other proceeding affecting the title to or the use or operation of any of the Premises. (g) Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended, and Seller shall certify its taxpayer identification number at Closing. (h) To Seller’s actual knowledge, there are no federal, state, county or municipal plans to restrict or change access from any highway or road to any of the Premises. (i) Each of the Premises are a separate parcel for real estate tax assessment purposes. (j) All of the financial data regarding the construction, ownership and operation of each of the Premises that Seller has provided to Buyer is materially true, complete and correct. (kj) The Improvements Except as reflected in any Phase I or Phase II environmental site assessments pertaining to the Premises as provided by Seller to Buyer, or otherwise obtained by Lender from a reputable licensed source, no Hazardous Materials are, will be, or to the best of Seller’s knowledge, have been constructed been, stored, treated, disposed of or incorporated into, on or around the Premises in violation of any Environmental Laws; the Premises are in material compliance with all Environmental Laws; any business currently operated on the Premises has disposed of its waste in accordance with all Environmental Laws; Seller has obtained and is in material compliance with all permits required by Environmental Laws necessary for the provisions of each conduct of the respective Leasesbusiness currently conducted on the Premises and the ownership of the Premises and all such permits are in full force and effect; and, there are no active or abandoned aboveground or underground storage tanks at the Premises. (k) Seller has no notice of any pending Environmental Claim arising out of the condition of the Premises or any notice of any pending violation of Environmental Law with respect to the Premises. (l) The Property is contained in one or more separate parcels for real estate tax assessment purposes, which parcels do not contain any land other than the Property. All of the representations, warranties and agreements of Seller set forth in this Section 11 shall be true upon the execution of this Agreement and shall be reaffirmed and repeated in writing at and as of the Closing Date, but not subsequent to the Closing Date, and shall survive the Closing Date for a period of one (1) year after the Closing.

Seller’s Covenants, Representations and Warranties. In order Sellers represent and warrant to induce Buyer to enter into this Agreement and purchase the Properties, Seller makes the following covenants, agreements, representations and warranties, all of which shall survive the Closing and the purchase and sale of each of the respective PremisesPurchaser that: (a) Seller has obtained all necessary authorizations Enexco is a corporation duly organized, validly existing, and consents in good standing under the laws of the State of Texas; (ii) Enexco is duly qualified to enable transact business in each jurisdiction where the nature and extent of its business and properties require the same in order for it to execute perform its obligations under this Agreement; (iii) Enexco possesses all requisite authority, power, licenses, permits, and deliver franchises to conduct its business and execute, deliver, and comply with the terms and provisions of this Agreement and to consummate the transaction contemplated herebyany other document, instrument, or agreement provided for herein, including without limitation the Assignment, all authorizations of which have been duly authorized and consents required to be obtained from governmental authorities during the course of, approved by all necessary corporate action and upon completion of, construction of the Improvements.for which no further approval or consent is required; (b) Seller holdsN & R Resources is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas; (ii) N & R Resources is duly qualified to transact business in each jurisdiction where the nature and extent of its business and properties require the same in order for it to perform its obligations under this Agreement; (iii) N & R Resources possesses all requisite authority, power, licenses, permits, and franchises to conduct its business and execute, deliver, and comply with the terms and provisions of this Agreement and any other document, instrument, or agreement provided for herein, including the Assignment, all of which have been duly authorized and approved by all necessary corporate action and for which no further approval or consent is required; (c) This Agreement has been duly executed and delivered on behalf of Sellers and is binding and enforceable against Sellers in accordance with its terms and at the Closing. All documents and instruments required hereunder to be executed and delivered by Sellers shall have been duly executed and delivered at Closing, and the execution, delivery, and performance of this Agreement by Sellers and the consummation of transactions contemplated hereby will not constitute a breach of, an event of default under, a violation of, or a conflict with any agreement or other instrument to which Sellers is a party (except to the extent such instrument may be released at the Closing), nor will the same cause Sellers to be in violation of their Articles of Incorporation or Bylaws, as the case may be, or any applicable laws or regulations or any order of any court or governmental agency having jurisdiction; (d) All ad valorem, property, production, severance, excise, and similar taxes and assessments based on or measured by the ownership of the Property or the Production or the receipt of proceeds therefrom, which have become due and payable prior to the date hereof with respect to the Property have been properly paid, and Sellers' allocable share of such taxes and assessments which become due and payable prior to the Closing Date shall hold, fee simple title to each of the Premises, free of all liens, assessments and encumbrances except for the applicable Permitted Exceptions for each respective Premisesbe properly paid by Sellers, and liens all royalties, overriding royalties and encumbrances payments to any third parties which will be paid have become due and discharged at or payable prior to the date hereof with respect to production from the Property, have been properly paid, and will be hereafter properly paid for the period prior to Closing. Seller has no actual knowledge of any condition or state of facts which would preclude, limit or restrict the business operations conducted or contemplated, pursuant to the terms of the pertinent Lease at each of the Premises, to be conducted by Tenant. (ce) Except Sellers have incurred no liability, contingent or otherwise, for construction warranties brokers' or finders' fees in respect of this transaction for which Purchaser shall have any responsibility whatsoever; (f) Prior to the Closing, Sellers will pay or cause to be paid all costs and expenses incurred in connection with the Property and will comply with all contracts or other agreements relating to the Property incurred while owned by Sellers; (h) There are no first rights of refusal, consents, authorizations, preferential rights, options, or claims of a similar nature affecting the Property, other than those listed in Exhibit "E," said listed consents defined herein as "Consents"; (i) Sellers shall, upon request, subrogate Purchaser to any claim which Sellers may have against any third party, prior owner, vendor, or assignor with respect to the Improvements, there are no service or maintenance contracts affecting any share of the Premises to which Buyer will be bound upon ClosingProperty acquired by Purchaser, except for those contracts which Seller intends to keep in place on which Seller shall remain liable as Tenant under the Lease. (d) The Premises and the proposed use thereof by Tenant and the condition thereof do not violate any applicable deed restrictions, zoning or subdivision regulations, urban redevelopment plans, local, state or federal environmental law or regulation or any building code or fire code applicable to any of the Premises, and are not designated by any governmental agency to be in a flood plain area. (i) There shall exist no event which, with the giving of notice or the passage of time or both, would constitute an Event of Default under the respective Lease for each of the Premises; and (ii) all leasing commissions and fees with respect to each of the Leases, if any, have been paid in full. (f) There is no pending or, to Seller’s knowledge, threatened litigation or other proceeding affecting the title to or the use or operation of any of the Premises. (g) Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended, and Seller shall certify its taxpayer identification number at Closing. (h) To Seller’s actual knowledge, there are no federal, state, county or municipal plans to restrict or change access from any highway or road to any of the Premises. (i) Each of the Premises are a separate parcel for real estate tax assessment purposes.thereto; (j) All of There are no "imbalances" which allow any other party to make up production at any time after the financial data regarding Effective Date, under any operating agreement, gas balancing agreement and storage agreement, gas transportation agreement, gas processing or dehydration agreement, or other similar agreement relating to the construction, ownership and operation of each of the Premises that Seller has provided to Buyer is materially true, complete and correct.Property; (k) The Improvements Sellers have been constructed not directly or indirectly reserved or retained any recorded or unrecorded interest or rights in accordance with the provisions of each any of the respective Leases.Property, and Sellers shall not reserve any recorded or unrecorded executory interest or rights relating to the Property; (1) The Assignment to Purchaser shall contain a special warranty as to its right, title, and interest as described in the exhibits attached hereto, by, through, and under Sellers, but not otherwise; and the Assignment shall contain a warranty by Sellers that the Property is free and clear of all encumbrances, liens, and mortgages created by, through, or under Sellers, save and except such encumbrances expressly set forth in the exhibits attached hereto, and further save and except liens for taxes not yet due and payable;

Seller’s Covenants, Representations and Warranties. In order Seller and Guarantor represent, warrant and covenant the following as of this date and during the term of this Agreement: a) Seller represents that it is not contemplating closing its business. b) Seller represents that it has not commenced any case or proceeding seeking protection under any bankruptcy or insolvency law, or had any such case or proceeding commenced against it, and it is not contemplating commencing any such case or proceeding. c) Seller represents that the Future Receivables are free and clear of all claims, liens or encumbrances of any kind whatsoever. d) Seller represents that it does not intend to induce Buyer temporarily close its business for renovations or other reasons during the next twelve months. e) Seller shall not take any action to discourage the use of credit cards which are settled through its processor or to permit any event to occur which could have an adverse effect on the use, acceptance or authorization of credit cards for the purchase of Seller’s services and products; f) Seller shall not change its arrangements with its credit card processor in any way which is adverse to Purchaser; g) Seller shall not change the credit card processor through which the major credit cards are settled from Approved Processor to another credit card processor or to permit any event to occur that could cause a diversion of any of Seller’s credit card transactions to another processor without Purchaser’s prior written consent; h) Seller represents that as of this date, all Seller’s credit card sales and transactions are being processed exclusively with Approved Processor or are being deposited exclusively into a Dedicated Account; i) Seller shall not sell, dispose, convey or otherwise transfer its business or assets without the express prior written consent of Purchaser; Seller shall not enter into this Agreement and purchase the Properties, Seller makes the following covenants, agreements, representations and warranties, all of which shall survive the Closing and a concurrent agreement for the purchase and sale of each future receivables with any purchaser aside from First Funds. j) Seller shall furnish Purchaser with the bank statements for its Bank Account and any and all other accounts to which proceeds from Seller’s sales are deposited within seven (7) days’ of any such request by Purchaser; k) Seller shall unconditionally ensure that the cash Seller receives from Approved Processor attributable to the Specified Percentage of the respective Premises:Future Receivables is immediately thereafter available to Purchaser for collection via ACH from Seller’s Bank Account; (al) Seller has obtained all necessary authorizations and consents shall not attempt to enable revoke its ACH authorization to Purchaser set forth in this Agreement or otherwise take any measure to interfere with Purchaser’s ability to collect the cash that Seller receives (i) from Approved Processor attributable to the Specified Percentage of the Future Receivables or (ii) from the Dedicated Account; m) Seller shall not close its Dedicated Account, or close or change the bank account into which Approved Processor deposits the Future Receivables to another account without Purchaser’s prior written consent; n) Seller shall not conduct its businesses under any name other than as disclosed to Purchaser or change any of its places of business without Purchaser’s prior written consent; and o) Seller represents that the information it to execute and deliver furnished Purchaser in this Agreement and to consummate the transaction contemplated herebypreceding application, including without limitation limitation, Seller’s processing statements, is true and accurate in all authorizations respects and consents required to be obtained from governmental authorities during fairly represents the course offinancial condition, result of operations and cash flows of Seller at such dates, and upon completion ofsince the dates therein, construction there has been no material adverse change in the business or its prospects or in the financial condition, results of the Improvements. (b) Seller holdsoperations, or prior to the Closing Date shall hold, fee simple title to each cash flows of the Premises, free of all liens, assessments and encumbrances except for the applicable Permitted Exceptions for each respective Premises, and liens and encumbrances which will be paid and discharged at or prior to the Closing. Seller has no actual knowledge of any condition or state of facts which would preclude, limit or restrict the business operations conducted or contemplated, pursuant to the terms of the pertinent Lease at each of the Premises, to be conducted by TenantSeller. (c) Except for construction warranties with respect to the Improvements, there are no service or maintenance contracts affecting any of the Premises to which Buyer will be bound upon Closing, except for those contracts which Seller intends to keep in place on which Seller shall remain liable as Tenant under the Lease. (d) The Premises and the proposed use thereof by Tenant and the condition thereof do not violate any applicable deed restrictions, zoning or subdivision regulations, urban redevelopment plans, local, state or federal environmental law or regulation or any building code or fire code applicable to any of the Premises, and are not designated by any governmental agency to be in a flood plain area. (i) There shall exist no event which, with the giving of notice or the passage of time or both, would constitute an Event of Default under the respective Lease for each of the Premises; and (ii) all leasing commissions and fees with respect to each of the Leases, if any, have been paid in full. (f) There is no pending or, to Seller’s knowledge, threatened litigation or other proceeding affecting the title to or the use or operation of any of the Premises. (g) Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended, and Seller shall certify its taxpayer identification number at Closing. (h) To Seller’s actual knowledge, there are no federal, state, county or municipal plans to restrict or change access from any highway or road to any of the Premises. (i) Each of the Premises are a separate parcel for real estate tax assessment purposes. (j) All of the financial data regarding the construction, ownership and operation of each of the Premises that Seller has provided to Buyer is materially true, complete and correct. (k) The Improvements have been constructed in accordance with the provisions of each of the respective Leases.

Seller’s Covenants, Representations and Warranties. In order to induce Buyer to enter into this Agreement and purchase the PropertiesPremises, Seller makes the following covenants, agreements, representations and warranties, all of which shall survive the Closing and the purchase and sale of each of the respective Premises: (a) Seller has obtained all necessary authorizations and consents to enable it to execute and deliver this Agreement and to consummate the transaction contemplated hereby, including without limitation all authorizations and consents required to be obtained from governmental authorities during the course of, and upon completion of, construction of the Improvements. (b) Seller holds, or prior to the Closing Date shall hold, holds fee simple title to each of the Premises, free of all liens, assessments and encumbrances except for the applicable Permitted Exceptions for each respective PremisesExceptions, and liens and encumbrances which will be paid and discharged at or prior to the Closing. Seller has no actual knowledge of any condition or state of facts which would preclude, limit or restrict the business operations conducted or contemplated, pursuant to the terms of the pertinent Lease at each of the PremisesLease, to be conducted by TenantTenant at the Premises. (c) Except There are no employees of Seller at the Premises, and except for construction warranties with respect to the Improvements, there are no service or maintenance contracts affecting any of the Premises to which Buyer will be bound upon Closing, except for those contracts Seller is a party or by which Seller intends to keep in place on which Seller shall remain liable as Tenant under the Leaseis bound. (d) The Premises and the proposed use thereof by Tenant and the condition thereof do not violate any applicable deed restrictions, zoning or subdivision regulations, urban redevelopment plans, local, state or federal environmental law or regulation or any building code or fire code applicable to any of the Premises, and are not designated by any governmental agency to be in a flood plain area. (i) There shall exist exists no uncured Event of Default nor any event which, with the giving of notice or the passage of time or both, would constitute an Event of Default by Seller or Tenant under the respective Lease; (ii) Tenant has not asserted nor does it have any defense, set-off or counterclaim in respect of its obligations under the Lease; (iii) no rent under the Lease has been prepaid for each of the Premisesmore than one month in advance nor are there any rebates, rental concessions, free-rent periods, credits, set-offs, rent reductions, take-back or take-over obligations or any other concessions granted thereunder; and (iiiv) all leasing commissions and fees with respect to each of the LeasesLease, if any, have been paid in full. (f) There is no pending or, to Seller’s knowledge, threatened litigation or other proceeding affecting the title to or the use or operation of any the Premises. (g) There is no pending or, to Seller’s knowledge, threatened or contemplated taking or eminent domain action affecting title to or the use or operation of the Premises. (gh) Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended, and Seller shall certify its taxpayer identification number at Closing. (hi) To Seller’s actual knowledge, there are no federal, state, county or municipal plans to restrict or change access from any highway or road to any of the Premises. (ij) Each of the The Premises are is a separate parcel for real estate tax assessment purposes. (jk) All of the financial data regarding the construction, ownership and operation of each of the Premises and regarding Tenant that Seller has previously provided to Buyer prior to the Effective Date and prior to the Closing Date, is materially true, complete and correct. (kl) The Improvements have been constructed in accordance with applicable building codes, laws and regulations in a good, substantial and workmanlike manner. (m) To the provisions best of each Seller’s knowledge and belief, except as disclosed in the Phase I Report, no Hazardous Materials are, will be, or have been, stored, treated, disposed of or incorporated into, on or around the Premises in violation of any applicable statutes, ordinances or regulations; the Premises is in material compliance with all applicable environmental, health and safety requirements; any business currently or, to the best of Seller’s knowledge, heretofore operated on the Premises has disposed of its waste in accordance with all applicable statutes, ordinances and regulations; and Seller has no notice of any pending or, to the best of Seller’s knowledge, threatened action or proceeding arising out of the respective Leasescondition of the Premises or any alleged violation of environmental, health or safety statutes, ordinances or regulations. (n) Seller specifically acknowledges and understands that where Seller knows of any fact(s) materially affecting the value or desirability of the Premises, whether said fact(s) is/are readily observable or not, Seller hereby assumes and accepts a duty to disclose said fact(s) to Buyer. (o) There are no leases on the Premises as of the date hereof and as of the date of Closing other than the Lease with the Tenant. (p) Seller has delivered to Buyer all of the items Seller is and was required to deliver pursuant to Section 5(a) and Section 8 of this Agreement. (q) Seller warrants that, other than as may be disclosed in the foregoing representations and warranties, Seller has no knowledge of any other fact(s) materially affecting the value or desirability of the Premises whether or not said fact(s) is/are readily observable. All of the representations, warranties and agreements of Seller set forth herein and elsewhere in this Agreement shall be true upon the execution of this Agreement and shall be considered reaffirmed as of the Closing Date and shall survive the Closing Date without the need for Seller to sign any reaffirmation certificate or affidavit or any other documents at closing.