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

Seller’s Representations and Warranties. The representations and warranties included in Attachment B (the “Representations and Warranties”) are incorporated herein as if set forth in full and are a part of this Agreement. If, prior to Closing, there occurs a material change in the condition of title or the Property or any matter addressed in the Representations and Warranties, Seller shall immediately notify Buyer as to the change, and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination of this Agreement but only with respect to circumstances and conditions that existed on Closing, provided that, if Buyer shall have knowledge as of the Closing Date that any of the Representations or Warranties of Seller are false or inaccurate, then Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALS.

Seller’s Representations and Warranties. Seller represents and warrants to Purchaser that: (i) Seller and each Applicable Entity is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation. (ii) Seller has full right, power, and authority to execute and deliver this Agreement and to consummate the purchase and sale transactions provided for herein without obtaining any further consents or approvals from, or the taking of any other actions with respect to, any third parties, other than obtaining or delivering (as applicable) the Regulatory Approvals. The representations execution, delivery and warranties included performance by Seller of this Agreement, and the consummation by Seller of the transactions contemplated hereby, have been duly and validly authorized by all necessary action on the part of Seller. This Agreement, when executed and delivered by Seller and Purchaser, will constitute the valid and binding agreement of Seller, enforceable against Seller in Attachment B accordance with its terms subject to principles of bankruptcy and general equitable principles. (iii) There are no actions, suits, claims, assessments, or proceedings pending or, to Seller’s knowledge, threatened that would reasonably be expected to materially and adversely affect the ownership, operation, or maintenance of the Applicable Entities or the Property or Seller’s ability to perform hereunder. (iv) Except for Permitted Encumbrances and as may be reflected on the Closing Statement with respect to Proration Items, all bills and other payments due and payable before the Closing Date with respect to the ownership, operation, and maintenance of the Applicable Entities and the Property have been paid or will be paid prior to the Closing Date. (v) The rent roll attached hereto as Schedule 6(a)(v) is a true, correct and complete listing of all Leases, and all Tenants thereunder, as of the date of the rent roll, and otherwise accurately reflects, in all material respects, the subject matter thereof as of the date of the rent roll. Seller has delivered or made available to Purchaser true, correct and complete copies of all Leases and all amendments thereto or modifications thereof. (vi) Schedule 6(a)(vi) is a true, correct and complete listing of all License Agreements, and all Licensees thereunder, as of the date thereof, and otherwise accurately reflects, in all material respects, the subject matter thereof as of the date thereof. Seller has delivered or made available to Purchaser true, correct and complete copies of all License Agreements and all amendments thereto or modifications thereof. (vii) Except as otherwise disclosed to Purchaser in writing, neither Seller nor any Applicable Entity has received any written notice of violation (or to the extent received, such violation has been cured) from any insurance companies, governmental agencies or authorities or from any other parties related to (A) any conditions, defects or inadequacies with respect to the Property (including health hazards or dangers, nuisance or waste), which, if not corrected, would result in termination of insurance coverage or increase its costs therefor, (B) any violation of any applicable zoning, building, health, environmental, traffic, flood control, fire safety, handicap or other law, code, ordinance, rule or regulation, or (C) any proceedings which could affect the Regulatory Approvals or cause the change, redefinition or other modification of the zoning classification of the Property. (viii) Neither Seller nor any Applicable Entity, nor, to Seller’s knowledge, (A) any of their respective affiliates, partners, members, shareholders or other equity owners, nor (B) any of their respective employees, officers, directors, representatives or agents is, nor will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated Nationals and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and will not engage in any dealings or transactions or be otherwise associated with such persons or entities. (ix) No Applicable Entity has any right, title or interest in any property other than the Property and any Excluded Property Agreements. (x) True, correct and complete copies of the current limited liability company agreement or limited partnership agreement (as applicable) of each Applicable Entity, with all amendments and modifications thereto, and the current certificate of formation or certificate of limited partnership (as applicable) of each Applicable Entity, with all amendments and modifications thereto, if any, and all company minutes, member or partner consents and other organizational documents (collectively, the “Organizational Documents”) have been provided to Purchaser. The Organizational Documents are in full force and effect and, except to the extent approved by Purchaser, shall not be amended, modified, supplemented or assigned prior to Closing. (xi) Other than the Equity Interests, neither Seller nor any other party has equity interests or rights to acquire equity interests in any Applicable Entity. None of the Applicable Entities have, or have ever had, any subsidiaries. (xii) Seller is the record and beneficial owner of the Equity Interests and has good and valid title to the Equity Interests, free and clear of any encumbrances, except for any encumbrances imposed under the Organizational Documents. The Equity Interests are duly authorized, validly issued, fully paid and nonassessable, but are not certificated. (xiii) Assuming that Purchaser has the requisite power and authority to be the lawful owner of the Equity Interests, upon transfer to Purchaser at the Closing of all of the Equity Interests, and upon Purchaser’s payment of the Purchase Price, Purchaser will acquire the Equity Interests, free and clear of any encumbrances, except for encumbrances imposed under applicable securities laws or the Organizational Documents. (xiv) Except as set forth in the Organizational Documents or in any of the existing loan documents listed on Schedule 6(a)(xiv) (the “Representations and WarrantiesExisting Loan Documents”) are incorporated herein as if set forth in full and are a part of this Agreement. If, which will not be paid off on or prior to Closing, to Seller’s knowledge (A) the Equity Interests are not subject to any arrangement restricting or otherwise relating to the voting, dividend rights or disposition of the Equity Interests, and (B) there occurs a material change in the condition are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments of title or the Property any character under which Seller or any matter addressed other person or entity is or may become obligated to sell, or giving any individual or entity a right to acquire, or in any way dispose of, any of the Representations and WarrantiesEquity Interests owned or any securities or obligations exercisable or exchangeable for, Seller shall immediately notify Buyer as to or convertible into, any of the changeEquity Interests, and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. no securities or obligations evidencing such rights are authorized, issued or outstanding. (xv) The Representations and Warranties survive the termination Applicable Entities have no liabilities, obligations or commitments of this Agreement but only any nature whatsoever, asserted or unasserted, absolute or contingent, accrued or unaccrued, matured or unmatured, or otherwise, except (A) with respect to circumstances any existing loans evidenced, secured or governed by the Existing Loan Documents, (B) those which are adequately reflected and conditions that existed reserved against in the books, records and financial statements provided to Purchaser, (C) those which have been incurred in the ordinary course of business consistent with past practice since the date of the last delivered books, records and financial statements and which are not and could not reasonably be expected to become, individually or in the aggregate, material in amount, and (D) the ongoing indemnification obligations in connection with the Regulatory Agreements (as defined below) set forth on Schedule 6(a)(xv) (the “Ongoing Indemnification Obligations”). (xvi) To the extent there are any proxies to vote or other similar arrangements entered into by Seller, such proxies to vote or other similar arrangements will not affect the Equity Interests in any way on and after the Closing and will be terminated prior to Closing, provided thatand the unrestricted right of Seller to vote the Equity Interests will be transferred to Purchaser at Closing. (xvii) Schedule 6(a)(xvii) is a true, if Buyer shall have knowledge correct and complete listing of all agreements under or pursuant to which Regulatory Approvals are required (the “Regulatory Agreements”), and all Regulatory Agencies thereunder, as of the Closing Date that any date thereof, and otherwise accurately reflects, in all material respects, the subject matter thereof as of the Representations date thereof. Seller has delivered or Warranties made available to Purchaser true, correct and complete copies of Seller are false all Regulatory Agreements and all amendments thereto or inaccuratemodifications thereof. (xviii) As used in this Agreement, then Seller “Seller’s knowledge” shall not have mean the actual present knowledge of Jun Sakumoto, without regard to any liability imputed, implied or obligation respecting constructive knowledge, without independent inquiry or duty of investigation of such false person or inaccurate Representations or Warranties (and any indemnification right or cause other officer, director, partner and/or member of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSSeller.

Seller’s Representations and Warranties. The Seller represents and warrants to Buyer the matters set forth on Addendum II, which is incorporated herein by this reference as though fully set forth herein. Other than as expressly contained in this Agreement and Addendum II, Seller makes no representations or warranties of any kind relating to the Property or its condition or fitness. Buyer is entitled to rely on Seller’s representations and warranties included notwithstanding Buyer’s inspection and investigation of the Property, except to the extent that Buyer has Actual Knowledge on or before the Closing Date that any such representation or warranty is inaccurate in Attachment B any material respect, and such inaccuracy did not result from a Seller R&W Breach (as defined below). Seller shall promptly notify Buyer if, prior to the Closing, Seller has Actual Knowledge that any representation or warranty of Seller was inaccurate in any material respect on the Effective Date (a “Representations Seller R&W Breach”), or was true when given on the Effective Date but became inaccurate in any material respect after the Effective Date (a “Seller R&W Change”). If, prior to the Closing, Buyer has Actual Knowledge (whether from Seller or its own investigation) that a Seller R&W Breach has occurred and Warranties”Seller is unable to cure such Seller R&W Breach within ten (10) are incorporated herein days after notice from Buyer of such R&W Breach, such Seller R&W Breach shall be a default on the part of Seller, and Buyer shall have the right, as its sole and exclusive remedy, to terminate this Agreement, upon which termination the Xxxxxxx Money (plus interest earned thereon) shall be returned to Buyer, and if set forth such Seller R&W Breach has resulted in full a loss in excess of the Material Damage Floor, Seller shall pay the Expense Reimbursement to Buyer, and are a part the Parties shall have no further rights or obligations under this Agreement except for those rights and obligations which expressly survive termination of this Agreement. If, prior to the Closing, there occurs Buyer has Actual Knowledge (whether from Seller or its own investigation) that a Seller R&W Change has occurred, such Seller R&W Change was not caused by a material change breach by Seller of its covenants under this Agreement or by an affirmative, intentional act on the part of Seller which caused such representation and warranty to become inaccurate in the condition of title or the Property or any matter addressed material respect (in the Representations and Warranties, which case such Seller R&W Change shall immediately notify Buyer as be deemed to the changebe a Seller R&W Breach), and Seller is unable within ten (10) days after notice from Buyer of such R&W Change to offer eliminate such inaccuracy, Buyer shall have the right, as its sole and exclusive remedy, to extend terminate this Agreement, upon which termination the deadlines herein Xxxxxxx Money (plus interest earned thereon) shall be returned to give Buyer a reasonable opportunity to evaluate and the change. The Representations Parties shall have no further rights or obligations under this Agreement except for those rights and Warranties obligations which expressly survive the termination of this Agreement but Agreement. If, prior to the Closing, Buyer has Actual Knowledge that any representation or warranty of Seller is inaccurate in any material respect and Buyer consummates the Closing, such representation or warranty shall be deemed modified by Buyer’s Actual Knowledge. Buyer shall be entitled to seek and recover from Seller its actual damages incurred on account of the breach by Seller of any one or more of the representations and warranties of Seller made herein, only if (i) the breach thereof is first discovered subsequent to Closing, (ii) the claim thereon is asserted by Buyer to Seller in writing on or before the date one hundred eighty (180) days after Closing, (iii) the amount of any such loss, cost, liability, damage and expense suffered by Buyer (when aggregated with all other amounts for which Seller may be liable in connection with breaches of its representations, warranties or covenants under this Agreement) shall exceed the Material Damage Floor; provided, however, in no event shall the amount of any such loss, cost, liability, damage and expense for which Seller shall be liable with respect to circumstances and conditions that existed on Closingsuch breach (when aggregated with all other damages for which Seller may be liable in connection with breaches of its representations, provided that, if Buyer shall have knowledge as of warranties or covenants under this Agreement) exceed the Closing Date that any of the Representations or Warranties of Seller are false or inaccurate, then Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSMaterial Damage Ceiling.

Seller’s Representations and Warranties. The In consideration of Buyer entering into this Agreement, Seller makes representations and warranties included in Attachment B (the “Representations and Warranties”) are incorporated herein as if set forth in full this Section, which are material and are being relied upon by Buyer (the continued truth and accuracy of which shall constitute a part condition precedent to Buyer’s obligations hereunder). To the extent that Seller becomes aware of any conflict with the representations and warranties set forth herein or that any covenant of Seller under this Agreement is incapable of being performed after the Effective Date and prior to the Close of Escrow, Seller shall provide Buyer with written notice thereof, in which case Buyer, within five (5) calendar days following receipt of such notice, shall have the right to either (i) terminate this Agreement, in which case the provisions of Sections 6(c) shall apply, or (ii) proceed with the transaction described herein, waiving such inconsistent representation(s) and warranty(ies) (provided, however, that Buyer shall not be deemed to have waived any such inconsistent representation(s) and warranty(ies) with respect to those that Seller is incapable of performing due to Seller’s breach of this AgreementAgreement or intentional frustration thereof). IfIn no event shall Seller be liable to Buyer for, prior or be deemed to Closingbe in default pursuant to this Agreement by reason of any inaccuracy of a representation or warranty which results from any change that (i) occurs between the Effective Date and the Close of Escrow; and (ii) is expressly permitted under the terms of this Agreement or is beyond the reasonable control of Seller to prevent; provided, there occurs a material change however, in the condition such event, Buyer shall be entitled to terminate this Agreement by providing written notice of title or the Property or any matter addressed such termination to Buyer and, in the Representations and Warrantiessuch event, Seller shall immediately notify return the Second Deposit, plus all interest earned thereon, to Buyer as and the parties shall have no further obligations to each other hereunder, except to the changeextent expressly provided herein. If, in spite of such nonfulfillment of the conditions set forth in Section 6(a), the Close of Escrow occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to offer have been modified by all statements made in any notice or notices of modification as given by Seller to extend Buyer pursuant to this Section 14 prior to the deadlines herein Close of Escrow (provided, however, that any of Seller’s representations and warranties shall not be deemed to give have been modified nor shall Buyer a reasonable opportunity be deemed to evaluate the change. The Representations have waived any such representations and Warranties survive the termination warranties with respect to those affected by Seller’s breach of this Agreement but only with respect to circumstances and conditions that existed on Closing, provided that, if Buyer shall have knowledge as of the Closing Date that any of the Representations or Warranties of Seller are false or inaccurate, then Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing DateSeller’s intentional frustration thereof). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALS.

Seller’s Representations and Warranties. The Seller represents and warrants to Buyer the matters set forth on Addendum II, which is incorporated herein by this reference as though fully set forth herein. Other than as expressly contained in this Agreement and Addendum II, Seller makes no representations or warranties of any kind relating to the Property or its condition or fitness. Buyer is entitled to rely on Seller’s representations and warranties included in Attachment B (notwithstanding Buyer’s inspection and investigation of the “Representations and Warranties”) are incorporated herein as if set forth in full and are a part of this Agreement. IfProperty, prior to Closing, there occurs a material change in the condition of title or the Property or any matter addressed in the Representations and Warranties, Seller shall immediately notify Buyer as except to the change, and to offer to extend the deadlines herein to give extent that Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination of this Agreement but only with respect to circumstances and conditions that existed has Actual Knowledge on Closing, provided that, if Buyer shall have knowledge as of or before the Closing Date that any such representation or warranty is inaccurate in any material respect, and such inaccuracy did not result from a Seller R&W Breach (as defined below). Seller shall promptly notify Buyer if prior to the Closing Seller has Actual Knowledge that any representation or warranty of Seller was inaccurate in any material respect on the Effective Date (a “Seller R&W Breach”), or was true when given on the Effective Date but became inaccurate in any material respect after the Effective Date (a “Seller R&W Change”). If prior to the Closing Buyer has Actual Knowledge (whether from Seller or its own investigation) that a Seller R&W Breach has occurred and Seller is unable to cure such R&W Breach within ten (10) days after notice from Buyer of such R&W Breach, such Seller R&W Breach shall be a default on the part of Seller, and Buyer shall have the right, as its sole and exclusive remedy, to terminate this Agreement, upon which termination the Exxxxxx Money (plus interest earned thereon) shall be returned to Buyer, Seller shall pay the Expense Reimbursement to Buyer, and the Parties shall have no further rights or obligations under this Agreement except for those rights and obligations which expressly survive termination of this Agreement. If prior to the Closing Buyer has Actual Knowledge (whether from Seller or its own investigation) that a Seller R&W Change has occurred, such change was not caused by a material breach by Seller of its covenants under this Agreement or by an affirmative, intentional act on the part of Seller which caused such representation and warranty to become inaccurate in any material respect (in which case such Seller R&W Change shall be deemed to be a Seller R&W Breach), and Seller is unable within ten (10) days after notice from Buyer of such R&W Change to eliminate such inaccuracy, Buyer shall have the right, as its sole and exclusive remedy, to terminate this Agreement, upon which termination the Exxxxxx Money (plus interest earned thereon) shall be returned to Buyer and the Parties shall have no further rights or obligations under this Agreement except for those rights and obligations which expressly survive termination of this Agreement. If prior to the Closing Buyer has Actual Knowledge that any representation or warranty of Seller is inaccurate in any material respect and Buyer consummates the Closing, such representation or warranty shall be deemed modified by Buyer’s Actual Knowledge. Seller shall indemnify, defend and hold harmless Buyer of and from any and all losses, costs, liabilities, damages and expenses, including attorneys’ fees and costs, incurred by Buyer on account of the Representations breach by Seller of any one or Warranties more of the representations and warranties of Seller are false made herein, provided that (i) the breach thereof is first discovered subsequent to Closing, (ii) the claim thereon is asserted by Buyer to Seller in writing on or inaccuratebefore the date one hundred eighty (180) days after Closing, then (iii) the amount of any such loss, cost, liability, damage and expense suffered by Purchaser shall exceed the Material Damage Floor, and (iv) in no event shall the amount of any such loss, cost, liability, damage and expense for which Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties be liable under this indemnification exceed the sum of Five Hundred Thousand and No/100ths Dollars (and any indemnification right or cause of action resulting therefrom shall terminate upon $500,000.00) in the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSaggregate.

Seller’s Representations and Warranties. The Seller represents and warrants to Buyer the matters set forth on Addendum II, which is incorporated herein by this reference as though fully set forth herein. Other than as expressly contained in this Agreement and Addendum II, Seller makes no representations or warranties of any kind relating to the Property or its condition or fitness. Buyer is entitled to rely on Seller’s representations and warranties included notwithstanding Buyer’s inspection and investigation of the Property, except to the extent that Buyer has Actual Knowledge on or before the Closing Date that any such representation or warranty is inaccurate in Attachment B any material respect, and such inaccuracy did not result from a Seller R&W Breach (as defined below). Seller shall promptly notify Buyer if, prior to the Closing, Seller has Actual Knowledge that any representation or warranty of Seller was inaccurate in any material respect on the Effective Date (a “Representations Seller R&W Breach”), or was true when given on the Effective Date but became inaccurate in any material respect after the Effective Date (a “Seller R&W Change”). If, prior to the Closing, Buyer has Actual Knowledge (whether from Seller or its own investigation) that a Seller R&W Breach has occurred and Warranties”Seller is unable to cure such Seller R&W Breach within ten (10) are incorporated herein days after notice from Buyer of such R&W Breach, such Seller R&W Breach shall be a default on the part of Seller, and Buyer shall have the right, as its sole and exclusive remedy, to terminate this Agreement, upon which termination the Xxxxxxx Money (plus interest earned thereon) shall be returned to Buyer, and if set forth such Seller R&W Breach has resulted in full a loss in excess of the Material Damage Floor, Seller shall pay the Expense Reimbursement to Buyer, and are a part the Parties shall have no further rights or obligations under this Agreement except for those rights and obligations which expressly survive termination of this Agreement. If, prior to the Closing, there occurs Buyer has Actual Knowledge (whether from Seller or its own investigation) that a Seller R&W Change has occurred, such Seller R&W Change was not caused by a material change breach by Seller of its covenants under this Agreement or by an affirmative, intentional act on the part of Seller which caused such representation and warranty to become inaccurate in the condition of title or the Property or any matter addressed material respect (in the Representations and Warranties, which case such Seller R&W Change shall immediately notify Buyer as be deemed to the changebe a Seller R&W Breach), and Seller is unable within ten (10) days after notice from Buyer of Purchase and Sale Agreement such R&W Change to offer eliminate such inaccuracy, Buyer shall have the right, as its sole and exclusive remedy, to extend terminate this Agreement, upon which termination the deadlines herein Xxxxxxx Money (plus interest earned thereon) shall be returned to give Buyer a reasonable opportunity to evaluate and the change. The Representations Parties shall have no further rights or obligations under this Agreement except for those rights and Warranties obligations which expressly survive the termination of this Agreement but Agreement. If, prior to the Closing, Buyer has Actual Knowledge that any representation or warranty of Seller is inaccurate in any material respect and Buyer consummates the Closing, such representation or warranty shall be deemed modified by Buyer’s Actual Knowledge. Buyer shall be entitled to seek and recover from Seller its actual damages incurred on account of the breach by Seller of any one or more of the representations and warranties of Seller made herein, only if (i) the breach thereof is first discovered subsequent to Closing, (ii) the claim thereon is asserted by Buyer to Seller in writing on or before the date one hundred eighty (180) days after Closing, (iii) the amount of any such loss, cost, liability, damage and expense suffered by Buyer (when aggregated with all other amounts for which Seller may be liable in connection with breaches of its representations, warranties or covenants under this Agreement) shall exceed the Material Damage Floor; provided, however, in no event shall the amount of any such loss, cost, liability, damage and expense for which Seller shall be liable with respect to circumstances and conditions that existed on Closingsuch breach (when aggregated with all other damages for which Seller may be liable in connection with breaches of its representations, provided that, if Buyer shall have knowledge as of warranties or covenants under this Agreement) exceed the Closing Date that any of the Representations or Warranties of Seller are false or inaccurate, then Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSMaterial Damage Ceiling.

Seller’s Representations and Warranties. The Seller represents and warrants to Buyer the matters set forth on Addendum II, which is incorporated herein by this reference as though fully set forth herein. Other than as expressly contained in this Agreement and Addendum II, Seller makes no representations or warranties of any kind relating to the Property or its condition or fitness. Buyer is entitled to rely on Seller’s representations and warranties included in Attachment B (notwithstanding Buyer’s inspection and investigation of the “Representations and Warranties”) are incorporated herein as if set forth in full and are a part of this Agreement. IfProperty, prior to Closing, there occurs a material change in the condition of title or the Property or any matter addressed in the Representations and Warranties, Seller shall immediately notify Buyer as except to the change, and to offer to extend the deadlines herein to give extent that Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination of this Agreement but only with respect to circumstances and conditions that existed has Actual Knowledge on Closing, provided that, if Buyer shall have knowledge as of or before the Closing Date that any of such representation or warranty is inaccurate in any material respect, and such inaccuracy did not result from a Seller R&W Breach (as defined below). Seller shall promptly notify Buyer if prior to the Representations Closing Seller has Actual Knowledge that any representation or Warranties warranty of Seller are false was inaccurate in any material respect on the Effective Date (a “Seller R&W Breach”), or inaccuratewas true when given on the Effective Date but became inaccurate in any material respect after the Effective Date (a “Seller R&W Change”). If prior to the Closing, then Buyer has Actual Knowledge (whether from Seller or its own investigation) that a Seller R&W Breach has occurred and Seller is unable to cure such R&W Breach within ten (10) days after notice from Buyer of such R&W Breach, such Seller R&W Breach shall be a default on the part of Seller, and Buyer shall have the right, as its sole and exclusive remedy, to terminate this Agreement, upon which termination the Exxxxxx Money (plus interest earned thereon) shall be returned to Buyer, Seller shall not pay the Expense Reimbursement to Buyer, and the Parties shall have any liability no further rights or obligation respecting such false or inaccurate Representations or Warranties (obligations under this Agreement except for those rights and any indemnification right or cause obligations which expressly survive termination of action resulting therefrom shall terminate upon this Agreement. If prior to the Closing Date). EXCEPT FOR THE REPRESENTATIONSBuyer has Actual Knowledge (whether from Seller or its own investigation) that a Seller R&W Change has occurred, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSINGsuch change was not caused by a material breach by Seller of its covenants under this Agreement or by an affirmative, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER intentional act on the part of Seller which caused such representation and warranty to become inaccurate in any material respect (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSESin which case such Seller R&W Change shall be deemed to be a Seller R&W Breach), WHETHER EXPRESSED OR IMPLIEDand Seller is unable within ten (10) days after notice from Buyer of such R&W Change to eliminate such inaccuracy, INCLUDINGBuyer shall have the right, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTYas its sole and exclusive remedy, OR ANY SUPPLIERto terminate this Agreement, CONTRACTORupon which termination the Exxxxxx Money (plus interest earned thereon) shall be returned to Buyer and the Parties shall have no further rights or obligations under this Agreement except for those rights and obligations which expressly survive termination of this Agreement. If prior to the Closing Buyer has Actual Knowledge that any representation or warranty of Seller is inaccurate in any material respect and Buyer consummates the Closing, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSsuch representation or warranty shall be deemed modified by Buyer’s Actual Knowledge.

Seller’s Representations and Warranties. The representations Seller represents and warrants to IFT as follows: A. The Seller is acquiring the Common Stock for Seller's own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. B. The Seller is (i) experienced in making investments of the kind contemplated by this Agreement, (ii) capable, by reason of Seller's business and financial experience, of evaluating the relative merits and risks of an investment in the Common Stock, and (iii) able to afford the loss of Seller's investment in the Common Stock. C. The Seller understands that the Common Stock is being offered and sold by IFT in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws, and that IFT is relying upon the accuracy of, and Seller's compliance with, the Seller's representations, warranties included in Attachment B (the “Representations and Warranties”) are incorporated herein as if covenants set forth in full this Agreement to determine the availability of such exemption and are a part the eligibility of this Agreement. If, prior the Seller to Closing, there occurs a material change in purchase the condition of title Common Stock. D. The Seller has been furnished with or the Property or any matter addressed in the Representations and Warranties, Seller shall immediately notify Buyer as provided access to all materials relating to the changebusiness, financial position and results of operations of IFT and TNC, and all other materials requested by the Seller to offer enable Seller to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination of this Agreement but only make an informed investment decision with respect to circumstances the Common Stock and conditions the Warrant. E. The Seller acknowledges that existed Seller has been furnished with copies of IFT's Annual Report on ClosingForm 10-KSB for the fiscal year ended October 31, provided that1998, if Buyer shall have knowledge IFT's Quarterly Report on Form 10-QSB for the fiscal quarters ended January 31, 1999 and April 30, 1999, IFT's Schedule 13D dated May 11, 1999; and all other reports and documents heretofore filed by IFT with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act and the Securities Exchange Act of 1934, as of amended (the Closing Date that any of the Representations or Warranties of Seller are false or inaccurate, then Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES"Exchange Act"), WHETHER EXPRESSED OR IMPLIEDsince April 30, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALS.1999 (collectively the "Commission Filings"

Seller’s Representations and Warranties. The Seller hereby makes the following express representations and warranties included warranties, which may be relied upon by the Purchasers and their respective affiliates. (a) The Seller has full power and authority to sell the Tamboril Securities and the Tamboril Claims to the Purchasers on the terms set forth herein. The execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate action and no other corporate proceeding on the part of the Seller is necessary to authorize this Agreement or to consummate the transactions contemplated herein. This Agreement has been duly executed and delivered by the Seller and, assuming the due execution and delivery hereof by the Purchasers, constitutes the legal, valid and binding obligation of the Seller enforceable in Attachment B accordance with its terms. (b) The Seller acquired the Tamboril Securities and Tamboril Claims in December of 2002 by assignment from Summit Capital Limited ("Summit") and Glacier Capital Limited ("Glacier"). Prior to the assignment, Summit and Glacier were the sole beneficial owners of the Tamboril Securities described in Amendment No. 1 to a Schedule 13D report of beneficial ownership that was filed with the Securities and Exchange Commission by Infinity Emerging Opportunities Limited ("Infinity"), Summit and Glacier (collectively the "Original Holders") on August 3, 1998. To the best of Seller's knowledge, the only transactions in Tamboril Securities that were affected by any of the Original Holders after the date of the above referenced amendment were (i) a series of intercompany assignments that ultimately resulted in the transfer of the Infinity holdings to Summit, and (ii) the subsequent assignments from Summit and Glacier in favor of the Seller. (c) Tamboril's Quarterly Report on Form 10-QSB for the period ended September 30, 1998 states that 13,356,652 shares of Tamboril's $.0001 par value common stock (the “Representations "Common Stock") were issued and Warranties”outstanding on that date. The Seller is the assignee and has physical possession of stock certificates representing 7,380,042 shares, or 55.25%, of the Common Stock. (d) Tamboril's Quarterly Report on Form 10-QSB for the period ended September 30, 1998 states that 33,227 shares of Tamboril's $.0001 par value, $50 stated value Series B Convertible Preferred Stock (the "Preferred Stock") were issued and outstanding on that date. The Seller is the assignee of all 33,227 shares of Preferred Stock, but such shares are incorporated herein held in uncertificated form. (e) Tamboril's Quarterly Report on Form 10-QSB for the period ended September 30, 1998 states that $200,000 of Tamboril's 8% Convertible Debentures ("Debentures") were issued and outstanding on that date. The Seller is the assignee and has physical possession of certificates representing $200,000 of Debentures. (f) While the order confirming Tamboril's Amended Plan of Reorganization that was entered by the U.S. Bankruptcy Court for the Southern District of Florida on December 7, 2002 provides that the Preferred Stock and Debentures will be convertible into Common Stock in accordance with their terms, the conversion process was hindered by administrative delays and has not been completed and at the date of this Agreement. (g) During the period between September 30, 1998 and the date of this letter, Tamboril has not, to Seller's knowledge, issued any other equity securities, debt securities, debt instruments, options, warrants, calls or other rights, agreements, arrangements or commitments that obligate Tamboril to issue, deliver or sell shares of its capital stock or debt securities, or obligate Tamboril to grant, extend or enter into any such option, warrant, call or other such right, agreement, arrangement or commitment. (h) During the period between September 30, 1998 and the date of this letter, the Original Holders have not, to Sellers knowledge, sold any Tamboril Securities to unaffiliated third parties; granted any options, warrants, calls or other rights, agreements, arrangements or commitments that obligate the Seller or their affiliates to deliver or sell any of their Tamboril Securities; or obligate the Seller or their affiliates to grant, extend or enter into any such option, warrant, call or other such right, agreement, arrangement or commitment. (i) The Seller has delivered copies of all available financial statements of Tamboril to the Purchasers. The Purchasers acknowledge that such financial statements are the sole responsibility of Tamboril's management. Nevertheless, the Seller is not aware of any material misrepresentations, errors or omissions in such financial statements and to the best of the Seller's knowledge, such financial statements have been prepared in accordance with generally accepted accounting principles and practices consistently followed by Tamboril throughout the periods indicated; contain and reflect all adjustments and accruals necessary for a fair presentation of Tamboril's financial condition as if set forth of the relevant dates thereof and the results of Tamboril's operations for the periods covered thereby; and fairly present the financial condition of Tamboril and its results of operations as of the relevant dates thereof and for the periods covered thereby. (j) Tamboril has not less than $65,000 in full cash and are a part cash equivalents at the date of this Agreement. If, prior to Closing, there occurs a Tamboril has no other material change assets. (k) Tamboril has not more than $10,000 in accounts payable and accrued liabilities at the condition of title or the Property or any matter addressed in the Representations and Warranties, Seller shall immediately notify Buyer as to the change, and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination date of this Agreement but only Agreement. Tamboril is also delinquent with respect to circumstances its Delaware Franchise Tax obligations. Tamboril has no other material liabilities. (l) To Seller's knowledge, there is no claim, action, suit, litigation, proceeding, arbitration or investigation of any kind, at law or in equity (including actions or proceedings seeking injunctive relief), pending or threatened against Tamboril, or any properties or rights of Tamboril, and conditions Tamboril is not subject to any continuing order of, consent decree, settlement agreement or other similar written agreement with, or continuing investigation by, any governmental entity, or any judgment, order, writ, injunction, decree or award of any governmental entity or arbitrator, including, without limitation, cease-and-desist or other orders. (m) The Seller is not aware of any material misrepresentations, errors or omissions in the registration statements, reports and other documents that existed Tamboril filed with the Securities and Exchange Commission between May 15, 1997 and December 22, 2000. (n) Alan L. Goxxxxxx, Xxxxxxxx's last remaining director and executive officer resigned his positions effective December 31, 2002 and Tamboril does not presently have any directors or executive officers that are authorized to act on Closing, provided that, if Buyer shall have knowledge behalf of the corporation. (o) All of the Seller's representations and warranties are true as of the Closing Date that any date of this Agreement, shall be true at the Representations or Warranties closing date and shall survive the closing for a period of Seller are false or inaccurate, then Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties two (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALS2) years.

Seller’s Representations and Warranties. The representations Seller hereby represents and warranties included warrants the following to be true and accurate, as of both the Effective Date and the Closing Date: (a) Performance by Seller of Obligations. Seller has kept, observed and performed all of the material obligations to be performed by Seller as landlord under the Leases, and as owner under the Contracts. Seller has not entered into any written or oral Contract affecting the Property that has not been performed in Attachment B all material respects by Seller. All individual repair or maintenance work orders for individual Tenants under written agreements made by Seller with the Tenants (other than their respective Leases) and all tenant improvement costs in connection with the “Representations Leases, which are identified under the Leases and Warranties”) have not yet been paid whether such obligations are incorporated herein past due, are currently payable, or are payable in the future as if direct reimbursement or pursuant to any other monetary arrangement, including but not limited to, credits against rent or percentage rent explicitly in lieu of such direct reimbursement for tenant improvements, are set forth in full and are Exhibit H attached hereto (the "Assumed Tenant Improvement Costs"). Notwithstanding anything to the contrary contained herein, Buyer shall be entitled to a part of this Agreement. Ifcredit against the Purchase Price, or a post-closing adjustment provided same is asserted prior to Closing, there occurs a material change the end of the Survival Period (defined below) for any Assumed Tenant Improvement Costs contained in the condition Leases regardless of title whether same are identified in Exhibit H or are unknown at the Property or any matter addressed in time of Closing and not otherwise credited at Closing; provided, however that Buyer shall not be entitled to a credit with respect to leases entered into after the Representations and Warranties, Seller shall immediately notify Buyer as to the change, and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination Effective Date of this Agreement but only to which Buyer has consented in accordance with respect to circumstances and conditions that existed on Closing, provided that, if Buyer shall have knowledge as the provisions of the Closing Date that any of the Representations or Warranties of Seller are false or inaccurate, then Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSSection 9.1(f) hereof.

Seller’s Representations and Warranties. Seller represents and warrants to Purchaser that: (i) Seller and each Applicable Entity is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation. (ii) Seller has full right, power, and authority to execute and deliver this Agreement and to consummate the purchase and sale transactions provided for herein without obtaining any further consents or approvals from, or the taking of any other actions with respect to, any third parties, other than obtaining or delivering (as applicable) the Regulatory Approvals. The representations execution, delivery and warranties included performance by Seller of this Agreement, and the consummation by Seller of the transactions contemplated hereby, have been duly and validly authorized by all necessary action on the part of Seller. This Agreement, when executed and delivered by Seller and Purchaser, will constitute the valid and binding agreement of Seller, enforceable against Seller in Attachment B accordance with its terms subject to principles of bankruptcy and general equitable principles. (iii) There are no actions, suits, claims, assessments, or proceedings pending or, to Seller’s knowledge, threatened that would reasonably be expected to materially and adversely affect the ownership, operation, or maintenance of the Applicable Entities or the Property or Seller’s ability to perform hereunder. (iv) Except for Permitted Encumbrances and as may be reflected on the Closing Statement with respect to Proration Items, all bills and other payments due and payable before the Closing Date with respect to the ownership, operation, and maintenance of the Applicable Entities and the Property have been paid or will be paid prior to the Closing Date. (v) The rent rolls delivered to Purchaser and dated October 31, 2020 are true, correct and complete listings of all Leases, and all Tenants thereunder, as of such date, and otherwise accurately reflect, in all material respects, the subject matter thereof as of such date. Seller has delivered or made available to Purchaser true, correct and complete copies of all Leases and all amendments thereto or modifications thereof. (vi) Seller has delivered or made available to Purchaser true, correct and complete copies of all License Agreements and all amendments thereto or modifications thereof. (vii) Except as otherwise disclosed to Purchaser in writing, neither Seller nor any Applicable Entity has received any written notice of violation (or to the extent received, such violation has been cured) from any insurance companies, governmental agencies or authorities or from any other parties related to (A) any conditions, defects or inadequacies with respect to the Property (including health hazards or dangers, nuisance or waste), which, if not corrected, would result in termination of insurance coverage or increase its costs therefor, (B) any violation of any applicable zoning, building, health, environmental, traffic, flood control, fire safety, handicap or other law, code, ordinance, rule or regulation, or (C) any proceedings which could affect the Regulatory Approvals or cause the change, redefinition or other modification of the zoning classification of the Property. (viii) Neither Seller nor any Applicable Entity, nor, to Seller’s knowledge, (A) any of their respective affiliates, partners, members, shareholders or other equity owners, nor (B) any of their respective employees, officers, directors, representatives or agents is, nor will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated Nationals and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and will not engage in any dealings or transactions or be otherwise associated with such persons or entities. (ix) No Applicable Entity has any right, title or interest in any property other than the Property and any Excluded Property Agreements. (x) True, correct and complete copies of the current limited liability company agreement or limited partnership agreement (as applicable) of each Applicable Entity, with all amendments and modifications thereto, and the current certificate of formation or certificate of limited partnership (as applicable) of each Applicable Entity, with all amendments and modifications thereto, if any, and all company minutes, member or partner consents and other organizational documents (collectively, the “Organizational Documents”) have been provided to Purchaser. The Organizational Documents are in full force and effect and, except to the extent approved by Purchaser, shall not be amended, modified, supplemented or assigned prior to Closing. (xi) Other than the Equity Interests, neither Seller nor any other party has equity interests or rights to acquire equity interests in any Applicable Entity. None of the Applicable Entities have, or have ever had, any subsidiaries. (xii) Seller is the record and beneficial owner of the Equity Interests and has good and valid title to the Equity Interests, free and clear of any encumbrances, except for any encumbrances imposed under the Organizational Documents. The Equity Interests are duly authorized, validly issued, fully paid and nonassessable, but are not certificated. (xiii) Assuming that Purchaser has the requisite power and authority to be the lawful owner of the Equity Interests, upon transfer to Purchaser at the Closing of all of the Equity Interests, and upon Purchaser’s payment of the Purchase Price, Purchaser will acquire the Equity Interests, free and clear of any encumbrances, except for encumbrances imposed under applicable securities laws or the Organizational Documents. (xiv) Except as set forth in the Organizational Documents or in any of the existing loan documents listed on Schedule 6(a)(xiv) (the “Representations and WarrantiesExisting Loan Documents”) are incorporated herein as if set forth in full and are a part of this Agreement. If, which will not be paid off on or prior to Closing, to Seller’s knowledge (A) the Equity Interests are not subject to any arrangement restricting or otherwise relating to the voting, dividend rights or disposition of the Equity Interests, and (B) there occurs a material change in the condition are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments of title or the Property any character under which Seller or any matter addressed other person or entity is or may become obligated to sell, or giving any individual or entity a right to acquire, or in any way dispose of, any of the Representations and WarrantiesEquity Interests owned or any securities or obligations exercisable or exchangeable for, Seller shall immediately notify Buyer as to or convertible into, any of the changeEquity Interests, and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. no securities or obligations evidencing such rights are authorized, issued or outstanding. (xv) The Representations and Warranties survive the termination Applicable Entities have no liabilities, obligations or commitments of this Agreement but only any nature whatsoever, asserted or unasserted, absolute or contingent, accrued or unaccrued, matured or unmatured, or otherwise, except (A) with respect to circumstances any existing loans evidenced, secured or governed by the Existing Loan Documents, (B) those which are adequately reflected and conditions that existed reserved against in the books, records and financial statements provided to Purchaser, (C) those which have been incurred in the ordinary course of business consistent with past practice since the date of the last delivered books, records and financial statements and which are not and could not reasonably be expected to become, individually or in the aggregate, material in amount, and (D) the ongoing indemnification obligations in connection with the Regulatory Agreements (as defined below) set forth on Schedule 6(a)(xv) (the “Ongoing Indemnification Obligations”). (xvi) To the extent there are any proxies to vote or other similar arrangements entered into by Seller, such proxies to vote or other similar arrangements will not affect the Equity Interests in any way on and after the Closing and will be terminated prior to Closing, provided thatand the unrestricted right of Seller to vote the Equity Interests will be transferred to Purchaser at Closing. (xvii) Schedule 6(a)(xvii) is a true, if Buyer shall have knowledge correct and complete listing of all agreements under or pursuant to which Regulatory Approvals are required (the “Regulatory Agreements”), and all Regulatory Agencies thereunder, as of the Closing Date that any date thereof, and otherwise accurately reflects, in all material respects, the subject matter thereof as of the Representations date thereof. Seller has delivered or Warranties made available to Purchaser true, correct and complete copies of Seller are false all Regulatory Agreements and all amendments thereto or inaccuratemodifications thereof. (xviii) As used in this Agreement, then Seller “Seller’s knowledge” shall not have mean the actual present knowledge of Jun Sakumoto, without regard to any liability imputed, implied or obligation respecting constructive knowledge, without independent inquiry or duty of investigation of such false person or inaccurate Representations or Warranties (and any indemnification right or cause other officer, director, partner and/or member of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSSeller.

Seller’s Representations and Warranties. The Except as otherwise disclosed in the Disclosure Documents provided to Purchaser, Seller makes the following representations and warranties included warranties, to Seller’s knowledge, in Attachment B addition to any other covenants and representations made by Seller herein, all of which shall survive the Closing as provided in Section 7(e) below: (i) Parties in Possession. There are no parties in possession of any portion of the “Representations and Warranties”) applicable Parcel, except the tenants pursuant to the Leases disclosed herein. The Leases are incorporated herein as if set forth in full force and effect and have not been amended or modified in any respect, and to Seller’s knowledge, Seller has not entered into any side agreements with the tenants. Except as disclosed in the Estoppel Certificates, the rents provided for under the terms of the Leases are a part or will be collected without offset or counterclaim, and no concessions or free rent shall be made or are due to any tenant. No written notice of this Agreement. Ifdefault has been received from any tenant under the Leases or, if such written notice of default has been received, the condition complained of has been or will be cured by Seller prior to Closing. (ii) Condemnation. There is no pending or, there occurs a material change to the knowledge of Seller, threatened condemnation or similar proceeding or special assessment affecting the applicable Parcel or any part thereof, nor to the knowledge of Seller is any such proceeding or assessment contemplated by any governmental authorities. (iii) Encumbrances. Seller is the sole owner of the applicable Parcel. Seller has not entered into any agreement to lease, sell, mortgage (except for existing mortgages of record, which Seller shall cause to be released of record as of the Closing) or otherwise encumber or dispose of its interest in the condition of title applicable Parcel or any part thereof, except for any contracts expressly disclosed in this Agreement or the Property exhibits attached hereto, and Seller will not enter into any such agreements which will continue beyond the Closing Date without the prior written consent of Purchaser. Seller has no knowledge of threatened mechanics liens or notices of intent to file mechanics liens against all or any matter addressed in portion of the Representations and Warranties, applicable Parcel for shell work performed under the Leases that is the responsibility of Seller shall immediately notify Buyer as to the changelandlord, and all contractors, subcontractors, materialmen, suppliers, laborers and other Parties who have performed services and/or provided material to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination of this Agreement but only or with respect to circumstances and conditions the applicable Parcel have been paid in full for shell work performed under the Leases that existed on Closing, provided that, if Buyer shall have knowledge as of is the Closing Date that any of the Representations or Warranties responsibility of Seller are false or inaccurate, then Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSas landlord.

Seller’s Representations and Warranties. Seller represents and warrants to Purchaser that: (i) Seller and each Applicable Entity is or will be duly organized, validly existing and in good standing under the laws of its jurisdiction of formation. (ii) Seller has full right, power, and authority to execute and deliver this Agreement and to consummate the purchase and sale transactions provided for herein without obtaining any further consents or approvals from, or the taking of any other actions with respect to, any third parties, other than obtaining or delivering (as applicable) the Regulatory Approvals. The representations execution, delivery and warranties included performance by Seller of this Agreement, and the consummation by Seller of the transactions contemplated hereby, have been duly and validly authorized by all necessary action on the part of Seller. This Agreement, when executed and delivered by Seller and Purchaser, will constitute the valid and binding agreement of Seller, enforceable against Seller in Attachment B accordance with its terms subject to principles of bankruptcy and general equitable principles. (iii) There are no actions, suits, claims, assessments, or proceedings pending or, to Seller’s knowledge, threatened that would reasonably be expected to materially and adversely affect the ownership, operation, or maintenance of the Applicable Entities or the Property or Seller’s ability to perform hereunder. (iv) Except for Permitted Encumbrances and as may be reflected on the Closing Statement with respect to Proration Items, all bills and other payments due and payable before the Closing Date with respect to the ownership, operation, and maintenance of the Applicable Entities and the Property have been paid or will be paid prior to the Closing Date. (v) The rent rolls delivered to Purchaser and dated October 31, 2020 are true, correct and complete listings of all Leases, and all Tenants thereunder, as of such date, and otherwise accurately reflect, in all material respects, the subject matter thereof as of such date. Seller has delivered or made available to Purchaser true, correct and complete copies of all Leases and all amendments thereto or modifications thereof. (vi) Seller has delivered or made available to Purchaser true, correct and complete copies of all License Agreements and all amendments thereto or modifications thereof. (vii) Except as otherwise disclosed to Purchaser in writing, neither Seller nor any Applicable Entity has received any written notice of violation (or to the extent received, such violation has been cured) from any insurance companies, governmental agencies or authorities or from any other parties related to (A) any conditions, defects or inadequacies with respect to the Property (including health hazards or dangers, nuisance or waste), which, if not corrected, would result in termination of insurance coverage or increase its costs therefor, (B) any violation of any applicable zoning, building, health, environmental, traffic, flood control, fire safety, handicap or other law, code, ordinance, rule or regulation, or (C) any proceedings which could affect the Regulatory Approvals or cause the change, redefinition or other modification of the zoning classification of the Property. (viii) Neither Seller nor any Applicable Entity, nor, to Seller’s knowledge, (A) any of their respective affiliates, partners, members, shareholders or other equity owners, nor (B) any of their respective employees, officers, directors, representatives or agents is, nor will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated Nationals and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and will not engage in any dealings or transactions or be otherwise associated with such persons or entities. (ix) No Applicable Entity has any right, title or interest in any property other than the Property and any Excluded Property Agreements. (x) True, correct and complete copies of the current limited liability company agreement or limited partnership agreement (as applicable) of each Applicable Entity, with all amendments and modifications thereto, and the current certificate of formation or certificate of limited partnership (as applicable) of each Applicable Entity, with all amendments and modifications thereto, if any, and all company minutes, member or partner consents and other organizational documents (collectively, the “Organizational Documents”) have been provided to Purchaser. The Organizational Documents are in full force and effect and, except to the extent approved by Purchaser, shall not be amended, modified, supplemented or assigned prior to Closing. (xi) Other than the Equity Interests, neither Seller nor any other party has equity interests or rights to acquire equity interests in any Applicable Entity. Other than the Subsidiaries, none of the Applicable Entities have, or have ever had, any subsidiaries. (xii) Seller is the record and beneficial owner of the Equity Interests and has good and valid title to the Equity Interests, free and clear of any encumbrances, except for any encumbrances imposed under the Organizational Documents. The Equity Interests are duly authorized, validly issued, fully paid and nonassessable, but are not certificated. (xiii) Assuming that Purchaser has the requisite power and authority to be the lawful owner of the Equity Interests, upon transfer to Purchaser at the Closing of all of the Equity Interests, and upon Purchaser’s payment of the Purchase Price, Purchaser will acquire the Equity Interests, free and clear of any encumbrances, except for encumbrances imposed under applicable securities laws or the Organizational Documents. (xiv) Except as set forth in the Organizational Documents or in any of the existing loan documents listed on Schedule 6(a)(xiv) (the “Representations and WarrantiesExisting Loan Documents”) are incorporated herein as if set forth in full and are a part of this Agreement. If, which will not be paid off on or prior to Closing, to Seller’s knowledge (A) the Equity Interests are not subject to any arrangement restricting or otherwise relating to the voting, dividend rights or disposition of the Equity Interests, and (B) there occurs a material change in the condition are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments of title or the Property any character under which Seller or any matter addressed other person or entity is or may become obligated to sell, or giving any individual or entity a right to acquire, or in any way dispose of, any of the Representations and WarrantiesEquity Interests owned or any securities or obligations exercisable or exchangeable for, Seller shall immediately notify Buyer as to or convertible into, any of the changeEquity Interests, and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. no securities or obligations evidencing such rights are authorized, issued or outstanding. (xv) The Representations and Warranties survive the termination Applicable Entities have no liabilities, obligations or commitments of this Agreement but only any nature whatsoever, asserted or unasserted, absolute or contingent, accrued or unaccrued, matured or unmatured, or otherwise, except (A) with respect to circumstances any existing loans evidenced, secured or governed by the Existing Loan Documents, (B) those which are adequately reflected and conditions that existed reserved against in the books, records and financial statements provided to Purchaser, (C) those which have been incurred in the ordinary course of business consistent with past practice since the date of the last delivered books, records and financial statements and which are not and could not reasonably be expected to become, individually or in the aggregate, material in amount, (D) the ongoing indemnification obligations in connection with the Regulatory Agreements (as defined below) set forth on Schedule 6(a)(xv) (the “Ongoing Indemnification Obligations”), and (E) the Applicable Entities’ liabilities, obligations and commitments under the Purchase Agreements, including, without limitation, the obligations to acquire the Acquisition Property. (xvi) To the extent there are any proxies to vote or other similar arrangements entered into by Seller, such proxies to vote or other similar arrangements will not affect the Equity Interests in any way on and after the Closing and will be terminated prior to Closing, provided thatand the unrestricted right of Seller to vote the Equity Interests will be transferred to Purchaser at Closing. (xvii) Schedule 6(a)(xvii) is a true, if Buyer shall have knowledge correct and complete listing of all agreements under or pursuant to which Regulatory Approvals are required (the “Regulatory Agreements”), and all Regulatory Agencies thereunder, as of the Closing Date that any date thereof, and otherwise accurately reflects, in all material respects, the subject matter thereof as of the Representations date thereof. Seller has delivered or Warranties made available to Purchaser true, correct and complete copies of Seller are false all Regulatory Agreements and all amendments thereto or inaccuratemodifications thereof. (xviii) Schedule 1(c) is a true, then Seller shall not correct and complete listing of all Purchase Agreements under which the Real Property Owners have any liability rights or obligation respecting obligations to acquire the Acquisition Property. Seller has delivered or made available to Purchaser true, correct and complete copies of all Purchase Agreements and all amendments thereto or modifications thereof. The Purchase Agreements are in full force and effect and, to Seller’s knowledge, no uncured default or event of default exists thereunder. (xix) As used in this Agreement, “Seller’s knowledge” shall mean the actual present knowledge of Jun Sakumoto, without regard to any imputed, implied or constructive knowledge, without independent inquiry or duty of investigation of such false person or inaccurate Representations or Warranties (and any indemnification right or cause other officer, director, partner and/or member of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSSeller.

Seller’s Representations and Warranties. The representations Seller hereby represents and warranties included in Attachment B warrants to Buyer as of the date hereof as follows: (a) Seller has all requisite limited liability company power and authority to enter into this Agreement and to consummate the “Representations and Warranties”) are incorporated herein as if set forth in full and are a part of transactions contemplated by this Agreement. If, prior to Closing, there occurs a material change in the condition of title or the Property or any matter addressed in the Representations The execution and Warranties, Seller shall immediately notify Buyer as to the change, and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination delivery of this Agreement but only with respect to circumstances and conditions that existed on Closing, provided that, if Buyer shall have knowledge as the consummation of the Closing Date that any transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and constitutes a valid and binding obligation of Seller, enforceable against such Seller in accordance with its terms. (b) Seller is a limited liability company validly existing and in good standing under the laws of the Representations jurisdiction of its organization. Seller has full limited liability company power and authority to carry on the business in which it is engaged. The execution and delivery of this Agreement do not, and the consummation by Seller of the transactions contemplated hereby will not, result in a breach or Warranties of default under Seller’s limited liability company agreement or other governing instrument. (c) Seller are false or inaccurate, then Seller shall does not have any liability or obligation respecting such false to pay any fees or inaccurate Representations commissions to any broker, finder or Warranties agent with respect to the transactions contemplated by this Agreement, other than any amounts required to be paid by Seller to UBS Investment Bank, which shall be the sole responsibility of Seller. (d) Except for consents and approvals already obtained, no consent or approval of any Person, is required with respect to the execution and delivery of this Agreement by Seller or the consummation by Seller of the transactions contemplated hereby or the performance of Seller’s obligations under the Agreement. (e) Seller legally and beneficially owns 100% of the issued and outstanding equity interests in Marathon Manager and Marathon Manager legally and beneficially owns 50% of the issued and outstanding equity interests in the LLC, in each case free and clear of any liens, claims and encumbrances. Upon consummation of the transactions contemplated hereby, Buyer shall acquire good and valid title to the LLC Interests, free and clear of any liens, claims and encumbrances. (f) With the exception of any obligations arising in connection with the Orion Loan (as defined in Section 7.05) and any indemnification right guarantees of direct obligations of Marathon Manager or cause the LLC relating solely to the Property or the development thereof, neither Marathon Manager nor the LLC is a guarantor of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSany indebtedness or other obligations of Seller or any of Seller’s affiliates.

Seller’s Representations and Warranties. The representations A. Seller represents and warranties included in Attachment B warrants to Purchaser the following: (i) As of the “Representations and Warranties”) are incorporated herein as if set forth in full and are a part date of this Agreement. If, prior to Closingthe "Actual Knowledge of Seller" (as hereinafter defined), there occurs a except as set forth on EXHIBIT H attached hereto, Seller has received no written notice from any governmental authority of any material change in the condition violation of title any, state or federal law, rule or regulation concerning the Property or any matter addressed in the Representations and Warranties, Seller shall immediately notify Buyer as part thereof which has not been cured prior to the change, and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination date of this Agreement but only Agreement; provided, however, that Seller makes no representation or warranty with respect to circumstances (A) the information or matters disclosed in the items set forth in EXHIBIT P attached hereto, and conditions that existed on Closing, provided that, if Buyer shall have knowledge (B) the Property's compliance with the American with Disabilities Act. (ii) The list attached hereto as EXHIBIT C lists all of the Service Contracts as of the Closing Date that date of this Agreement, the service provided thereunder, the vendor under each Service Contract and, if such Service Contract is written, the date of such Service Contract. (iii) Except as set forth on EXHIBIT I attached hereto, as of the date of this Agreement, Seller has received no written notice of any pending litigation with respect to the Property which would affect the Property after Closing. (iv) Prior to the date of this Agreement, Seller has calculated the reconciliation of Operating Expenses and Operating Expense Reimbursements for calendar year 1997 and has billed the tenants for any remaining amounts owed to Seller as a result of such reconciliation. In those instances where a refund is owed to a tenant, Seller has either refunded such amount to the tenant in question, offset such refund against amounts owed to Seller by the tenant or offset such refund against present and/or future amounts of Base Rent or Operating Expense Reimbursements to be paid by the tenant(s). (v) To the Actual Knowledge of Seller and with the exception of any leasing commissions owed in connection with the New Leases set forth on EXHIBIT S and any other New Leases executed after the date of this Agreement, there are no leasing commissions due and payable in connection with any of the Representations Leases. B. When used in this Agreement, the term "Actual Knowledge of Seller" shall mean and be limited to the actual (and not imputed, implied or Warranties constructive) current knowledge of Seller are false or inaccurateXxxxxx Xxxxxxxxx, then Seller Vice President- Dispositions of Equity Office Properties Trust, a Maryland real estate investment trust, and Xxxx Xxxxxx, Regional Senior Vice President of EOPMC. Notwithstanding anything herein to the contrary, neither Xxxxxx Xxxxxxxxx nor Xxxx Xxxxxx shall not have any personal liability or obligation respecting liability whatsoever with respect to any matters set forth in this Agreement or any of Seller's representations and/or warranties herein being or becoming untrue, inaccurate or incomplete in any respect (it being understood that, subject to the provisions of this Agreement, Seller's liability under this Agreement is not limited by the limitation on personal liability of such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Dateindividuals). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALS.

Seller’s Representations and Warranties. The representations Seller hereby represents and warranties included in Attachment B (warrants that Seller has legal title to the “Representations Ownership Interest, free and Warranties”) are incorporated herein as if set forth in clear of all liens, pledges, or encumbrances of any kind, nature, or description, with full and are a part unrestricted legal power, authority, and right to enter into this Purchase and Sale Agreement (“Agreement”), to transfer and deliver the Ownership Interest to Buyer pursuant hereto. Hereafter, Buyer will be the owner of this Agreement. Ifthe Ownership Interest and receive legal title to such Ownership Interest, prior to Closingfree and clear of all liens, there occurs a material change claims, pledges, or encumbrances of any kind, nature, or description, excepting only those restrictions contained in the condition Bylaws and Articles of Incorporation. Seller does not retain any further right, title or the Property or any matter addressed interest in the Representations Company whatsoever, except as specified herein. Seller covenants and Warrantiesagrees to warrant and defend the title to the Ownership Interest sold and conveyed to Buyer against all adverse claims. With respect to Seller’s receipt of the Shares as consideration for the Ownership Interest, Seller shall immediately notify further represents and warrants as follows: (A) An investment in the Buyer is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Buyer and the Shares; (B) Seller has such knowledge and experience in finance, securities, investments, and other business matters so as to be able to protect its interests in connection with this transaction; (C) Seller is an "Accredited Investor" as such term is defined in Rule 501 of Regulation D promulgated under the changeUnited States Securities Act of 1933, as amended. (D) Seller hereby acknowledges that this offering of Shares has not been reviewed by the United States Securities and Exchange Commission ("SEC") and that the Shares are being issued by the Company pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933 and that the stock certificate evidencing the Shares received by Seller will contain a legend in substantially the following form: THE STOCK REPRESENTED BY THIS CERTIFICATE HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND THAT SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. (E) Seller is acquiring the Shares as principal for Seller’s own benefit and with the intent to hold the same indefinitely for investment purposes and not with a view to resale or distribution; (F) Seller is not aware of any advertisement of the Shares. Seller’s representations, warranties, and to offer to extend duties contained in the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties Agreement shall survive the termination execution and delivery hereof and the delivery of this Agreement but only with respect to circumstances Shares and conditions that existed on Closing, provided that, if Buyer shall have knowledge as of the Closing Date that any of the Representations or Warranties of Seller are false or inaccurate, then Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSOwnership Interest.

Seller’s Representations and Warranties. The representations 6.1 Seller warrants and warranties included in Attachment B (represents the “Representations following is true and Warranties”) are incorporated herein as if set forth in full and are a part of this Agreement. If, prior to Closing, there occurs a material change in the condition of title or the Property or any matter addressed in the Representations and Warranties, Seller shall immediately notify Buyer as to the change, and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination of this Agreement but only with respect to circumstances and conditions that existed on Closing, provided that, if Buyer shall have knowledge correct as of the date of Closing Date (hereinafter defined). (a) Seller has full power and authority to enter into this Contract. The execution and delivery require no further action or approval in order to constitute this Contract as binding and enforceable obligations of Seller. (b) To the best of Seller's knowledge, no litigation or proceeding is pending or threatened relating specifically to the Property, which if adversely determined, could have a material adverse effect on title to and/or the use, or which could, in any way, interfere with the consummation of this Contract. (c) To the best of Seller's knowledge, no person has caused a release or threatened a release of any hazardous material on about or under the Property. In addition Seller has no knowledge that the Property contains any underground storage tank, asbestos building material or a drycleaning plant or facility using drycleaning solvents. (d) To the best of Seller's knowledge , there are no Leases affecting the Property, oral or written, except as listed on the rent roll. Copies of the Representations Leases, which shall be delivered to the Buyer are true, correct and complete copies thereof, subject to the matters set forth on the rent roll. All of the Tenant leases are in good standing and no defaults exist thereunder except as noted on the rent roll. No rent or Warranties of reimbursement has been paid more than one (1) month in advance and no security deposit has been paid, except as stated on the rent roll. No tenant under any lease has been promised any inducement, consession or consideration by Seller other than expressly stated in such Lease, and except as stated therein there are false or inaccurate, then and will be no side agreements between Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right tenant. For purposes of this Contract, the terms "to the best of Seller's knowledge", "Seller's knowledge" and/or "knowledge" shall be limited to such actual knowledge or cause written notice or report that has actually been received by Xxxx X. Xxxxxx, Xx., who is Seller's Manager of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONSReal Estate Equity Assets or Xxxxxxxx X. Xxxxxxxxx, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSwho is Seller's Director of Real Estate Equity Assets.

Seller’s Representations and Warranties. Seller represents and warrants to Purchaser that as of the date of this Agreement (unless otherwise stated below): (i) Seller is a duly formed and validly existing limited liability company organized under the laws of Delaware. Seller is authorized to own and convey title to land in the State of South Carolina. (ii) Subject to obtaining the consent required in accordance with Section 10.G. hereof, Seller has the full legal right, power and authority to execute and deliver this Agreement and all documents now or hereafter to be executed by it pursuant hereto (collectively, the "Seller's Documents"), to consummate the transaction contemplated in this Agreement, and to perform its obligations under this Agreement and the Seller's Documents. The representations person signing this Agreement on behalf of Seller is authorized to do so. (iii) Seller has not been served with any litigation which is still pending with respect to the Property that would adversely affect Seller's ability to perform its obligations under this Agreement, or that would affect title to the Property after Closing or the enforcement of any of the Leases, or that would materially and warranties included in Attachment B adversely affect the financial condition or operation of the Property. (iv) Purchaser has been given access to, or possession of, complete and accurate copies of (a) the “Representations Ground Lease, the Option Agreement, the Anchor Pad Purchase Agreement, and the Existing Loan Documents existing as of the date of this Agreement, and (b) to Seller's Knowledge, the Leases, the Permits and Licenses, the Guaranties and Warranties”, the Service Contracts and the Plans and Reports (and all amendments thereto) are incorporated herein existing of as if set forth December 31, 1996. (1) the information contained in full the schedule of leases attached to and are made a part of this Agreement. IfAgreement as Exhibit D (the "Lease Schedule") is complete and accurate as of December 31, prior 1996; and (2) there were no leases, or to ClosingSeller's Knowledge, there occurs a material change tenancies or other rights to occupy the Property as of December 31, 1996 other than those set forth in the condition Lease Schedule. (b) Except as set forth in the Lease Schedule or as previously disclosed to or learned by Purchaser as manager under the Management Agreement: (1) No action or proceeding has been instituted against Seller (in which Seller has received process) by any tenant of title or the Property which is presently pending in any court, except with respect to claims involving personal injury or any matter addressed property damage, other than those referred to in the Representations Exhibit V attached to and Warranties, Seller shall immediately notify Buyer as to the change, and to offer to extend the deadlines herein to give Buyer made a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination part of this Agreement but only and, with the exception of claims or offsets referred to in Exhibit W, there are no outstanding written claims for rent offsets or otherwise by any tenants against Seller. (2) Seller holds no security or other tenant deposits. (3) All security and other tenant deposits have been held and, where applicable, returned in compliance with all applicable rules, ordinances and statutes. (4) There are no leasing commissions outstanding which are payable out of rents. (5) To Seller's Knowledge, each Lease is in full force and effect. (6) No default exists on the part of Seller, or to Seller's Knowledge, any tenant under any Lease. (7) No tenant has any defense, offset or counterclaim against or with respect to circumstances rent and conditions that existed on Closingother sums payable by it under its Lease except as set forth in its Lease. (8) There are no concessions, provided thatfree rent periods, if Buyer tenant improvement obligations or improvement allowances to any tenant not specified in the applicable Lease. If any Lease contains provisions which are inconsistent with the foregoing representations and warranties, such representations and warranties shall have knowledge as be deemed modified to the extent necessary to eliminate such inconsistency and to conform such representations and warranties to the provisions of the Closing Date that any of the Representations or Warranties of Seller are false or inaccurate, then Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSLease.

Seller’s Representations and Warranties. The As used in this Section 6, the phrase "to the extent of Seller's actual knowledge" shall mean the actual knowledge of Rxxx Xxxxxxx, asset manager for Seller ("Seller's Representative"). There shall be no duty imposed or implied to investigate, inspect or audit any such matters and no implied, imputed or constructive knowledge of Seller’s Representative, and there shall be no personal liability on the part of Seller's Representative. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date that these representations and warranties included are inaccurate, untrue or incorrect in Attachment B (any material way and thereafter elects to consummate the “Representations transactions contemplated by this Agreement, such representations and Warranties”) are incorporated herein as if warranties shall be deemed modified to reflect Purchaser's knowledge. If at any txxx Xxxxxx discovers that any of warranties or representations set forth herein is untrue in full and are a part any material respect, then Seller shall notify Purchaser of such discovery, in which event such warranty or representation shall be deemed modified to the extent described in such notice. Upon Seller giving written notice to Purchaser of the modification of any such warranty or representation that was untrue in any material respect, then, notwithstanding any other provision of this Agreement. If, prior Purchaser shall have five (5) days after receipt of such notice to notify Seller of Purchaser’s election to terminate the Agreement, provided, however, notwithstanding if any provision in this Agreement to the contrary, that (a) if a change in facts after the date hereof causes the representations made in the Section 6.12 to be untrue (e.g., a lease expires, a tenant defaults or vacates, etc.), Seller has no liability and Purchaser will proceed to Closing, there occurs it being agreed that Seller shall have no liability for any tenant default and Seller does not guaranty the obligations of any tenant under the respective Tenant Leases; (b) if a material change in facts after the condition of title date hereof causes the representation made in Section 6.7 or the Property or any matter addressed in the Representations and Warranties6.8 to be untrue, Seller shall immediately notify Buyer have the right to adjourn the Closing for a period not to exceed thirty (30) days to cure such breach, provided that if Seller fails to cure such breach prior to Closing (as may be extended) Purchaser shall have the right, as it sole and exclusive remedy, to terminate this Agreement is receive a refund of the Exxxxxx Money; and (c) if a change in facts after the date hereof causes the representation made in Section 6.10 to be untrue, the provisions of Section 11.2 shall govern (collectively, (a)-(c) being referred to herein as the “Permitted Variances”). If Purchaser elects to terminate the Agreement hereunder, Purchaser shall be entitled to receive a complete refund of all the Exxxxxx Money in accordance with the terms hereof, together with all interest accrued thereon (less and except the sum of One Hundred Dollars ($100), which shall be paid to Seller as consideration for entering into this Agreement), and neither party shall thereafter have any rights or obligations to the changeother hereunder, and other than pursuant to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive any provision hereof which expressly survives the termination of this Agreement, except that in the event such untrue warranty or representation was the result of intentional fraud on the part of Seller, Purchaser will have the right to have its actual third party out of pocket expenses (not to exceed $50,000) incurred in connection with the transaction that is the subject matter of this Agreement but only reimbursed by Seller. If Purchaser fails to give a written notice of termination within the time required herein, it shall be conclusively deemed that Purchaser has elected to proceed with respect the transaction contemplated by this Agreement without any abatement to circumstances the Purchase Price and/or claim against Seller. As an inducement to Purchaser to enter into this Agreement and conditions that existed on Closingto purchase the Property, provided thatSeller represents and warrants to Purchaser, if Buyer shall have knowledge as of the Closing Date that any of the Representations or Warranties of Seller are false or inaccurate, then Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALS.follows:

Seller’s Representations and Warranties. Seller represents and warrants to Purchaser that: (a) Seller is a duly organized and validly existing limited partnership, is in good standing in the State of Delaware, and has full power to enter into this Agreement and to perform its obligations under this Agreement. (b) The representations execution and warranties included in Attachment B delivery of this Agreement has been or will be duly authorized by all necessary and appropriate partnership action of Seller. (c) No consent or approval of any person, entity, or governmental authority is required with respect to the “Representations execution and Warranties”delivery of this Agreement by Seller or the consummation by Seller of the transactions contemplated hereby or the performance by Seller of its obligations under this Agreement except for such consents as shall be obtained by Seller prior to the Closing. (d) There are incorporated herein no Space Leases affecting all or any portion of the Transferred Property except as if set forth in Exhibit “B” to this Agreement, which Exhibit “B” and copies of the Space Leases containing all material provisions thereof will be delivered to Purchaser within ten (10) days from the Effective Date. To the best of Seller’s knowledge, all of the Space Leases to be described in Exhibit “B” are in full force and effect, and there are no material defaults by any party thereunder, nor any circumstance existing that, but for giving of notice or passage of time, constitutes a material default. (e) To the best of Seller’s knowledge, there are no Hotel Contracts affecting the Transferred Property except as set forth in Exhibit “C” to this Agreement, which Exhibit “C” and copies of the Hotel Contracts containing all material provisions thereof will be provided to Purchaser within ten (10) days from the Effective Date. All of the Hotel Contracts to be described in Exhibit “C” are in full force and effect, and there are no material defaults by any party thereunder, nor any circumstance existing that, but for giving of notice or passage of time, constitutes a material default. (f) To the best of Seller’s knowledge, all Permits necessary for the operation of the Hotel are set forth in Exhibit “D” to this Agreement, which Exhibit “D” and copies of the Permits containing all material provisions thereof will be delivered to Purchaser within ten (10) days from the Effective Date. Except as otherwise disclosed to Purchaser in writing, Seller has received no written notice of any material violations of any Permit. (g) Except as otherwise disclosed to Purchaser on Exhibit “E” to this Agreement, which will be delivered to Purchaser within ten (10) days from the Effective Date, Seller has received no written notice of material violations of laws, ordinances, orders or regulations (“Laws”) of governmental or quasi-governmental authorities with respect to the Transferred Property (including, without limitation, those related to environmental, zoning, land-use, labor or employment matters). (h) Except as otherwise set forth on Exhibit “F” to this Agreement, which will be delivered to Purchaser within ten (10) days from the Effective Date, Seller is not currently involved in any litigation or other proceedings which, if, adversely determined, would have a material adverse effect on operation of the Transferred Property, or the financial condition or results of operations of the Transferred Property, nor has Seller received any written notice that any such litigation or other proceedings are to be instituted. (i) Within ten (10) days from the Effective Date, Seller will provide to Purchaser (i) all existing copies, in Seller’s possession or control, of all bills for real estate and personal property taxes and assessments for the current tax year and the two (2) immediately preceding tax years, and (ii) to the best of Seller’s knowledge, a true and complete list by position only, without names, of the current Hotel Employees, together with a schedule setting forth the compensation and fringe benefits (including, but not limited to, benefit plans) accorded to such Hotel Employees. (j) Within ten (10) days from the Effective Date, Seller shall deliver to Purchaser financial statements for the Hotel (consisting of un-audited financial statements for the last three (3) years to the extent they have been prepared and are a part in the Seller’s reasonable control or possession) and that, to the best of this Agreement. IfSeller’s knowledge, prior to Closing, all of these financial statements are in all material respects true and correct and fairly represent the financial condition of the Hotel as of the dates stated therein and there occurs a have been no material adverse change in the financial condition of the Hotel since the date of such statements. (k) Seller owns good and marketable title to the Consumables, Expendables and Furnishings (other than those items leased or loaned to Seller as described in Exhibits “B” and “C”) subject only to the Property Permitted Exceptions. (l) Other than the agreements disclosed in this Agreement and the Exhibits to this Agreement, there are no agreements, written or any matter addressed oral, affecting the Transferred Property, which would be binding on Purchaser following the Closing. (m) Seller is not a “foreign person” as defined in the Representations and Warranties, Seller shall immediately notify Buyer as to the change, and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination of this Agreement but only with respect to circumstances and conditions that existed on Closing, provided thatCode. (n) All sales taxes (other than those sales taxes, if Buyer shall have knowledge any, arising from the sale of the Transferred Property from Seller to Purchaser), hotel/motel occupancy taxes and similar taxes that are due as of the Closing Date that any in the ordinary course of the Representations business have been paid in full (or Warranties of Seller are false or inaccurate, then Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon will be provided for at the Closing Date). EXCEPT FOR THE REPRESENTATIONSpursuant to the provisions of Section 7.2 below) and all required reports and returns relating thereto have been, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSINGor will be, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALStimely filed.

Seller’s Representations and Warranties. The (a) Seller makes each of the representations and warranties included in Attachment B (the “Representations and Warranties”) are incorporated herein as if set forth in full and are a part of this Agreement. If, prior to Closing, there occurs a material change in the condition of title or the Property or any matter addressed in the Representations and Warranties, Seller shall immediately notify Buyer as Schedule 1 hereto to the change, and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination of this Agreement but only with respect to circumstances and conditions that existed on Closing, provided that, if Buyer shall have knowledge Purchaser (i) as of the Closing Date, (ii) as of each Transfer Date with respect to the Assets conveyed on such Transfer Date, and (iii) as of each date on which an Eligible Mortgage Loan is being substituted in accordance with Section 5 of the Custodial Agreement (each, a "Substitution Date"). (b) Seller further makes, as of the Closing Date, as of each Transfer Date and as of each Substitution Date, each of the representations and warranties set forth in Schedule 2 hereto. It is understood and agreed that the representations and warranties set forth in this Section 3.01 shall survive delivery of the respective Mortgage Files to the Custodian (as the agent of the Purchaser and Lender) and shall inure to the benefit of the Purchaser, the Servicer, the Custodian, and the Lender. Upon the discovery by the Servicer, the Custodian, the Seller, the Purchaser, or the Lender of a breach of any of the Representations representations and warranties of the Seller set forth in Schedule 1 or Warranties 2 hereto that materially and adversely affects the value of Seller are false any of the Assets, or inaccuratethe interests of the Lender in any Asset, then with respect to which such representation or warranty is made, the Seller shall not have any liability or obligation respecting (a) promptly cure such false or inaccurate Representations or Warranties breach in all material respects, (and any indemnification right or cause of action resulting therefrom shall terminate upon b) purchase such Mortgage Loan on the Closing next succeeding Payment Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER at the Repurchase Price (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSESas hereinafter defined), WHETHER EXPRESSED OR IMPLIEDor (c) remove such Mortgage Loan from the Owner Trust Estate (as defined in the 2003-2 Trust Agreement) and substitute one or more Eligible Mortgage Loans. Repurchase Price shall mean with respect to any Mortgage Loan, INCLUDINGthe principal balance of such Mortgage Loan as of the date of re-purchase, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTYplus all accrued and unpaid interest on such principal balance computed, OR ANY SUPPLIERas of the date of re-purchase, CONTRACTORat the Mortgage Interest Rate, SUBCONTRACTORplus the amount of any unreimbursed Servicing Advances (as defined in the Servicing Agreement) made by the Servicer with respect to such Mortgage Loan, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONINGwhich purchase price shall be deposited in the Collection Account on the next succeeding Determination Date (as defined in the Servicing Agreement), LAND VALUEafter deducting therefrom any amounts received in respect of such repurchased Mortgage Loan or Loans and being held in the Collection Account for future payment to the extent such amounts have not yet been applied to principal or interest on such Mortgage Loan. The obligations of the Seller set forth herein to cure such breach or substitute for or repurchase an affected Asset or, OR GOVERNMENTAL APPROVALSas the case may be, shall constitute the sole remedies available hereunder to the Purchaser respecting a breach of the representations and warranties contained in Section 3.01(a) and (b) hereof or Schedules 1 and 2 hereto.

Seller’s Representations and Warranties. The representations Seller expressly represents and warranties included warrants that: (a) It has all necessary legal capacity, right, power, and authority to enter into, execute, deliver, and be bound by this Agreement and that the execution and delivery of this Agreement and the performance by Seller of Seller’s obligations under this Agreement, do not breach, and shall not result in Attachment B a breach or violation of, any agreement to which Seller is a party or by which Seller is bound. (b) Seller is the owner of all or has the right to (i) license Buyer the rights to use the ChromaDex Trademarks and NR Trade Secrets as specifically set forth in this Agreement, and (ii) grant Buyer the rights to develop, manufacture, and sell the Approved Products using the patents listed in Exhibit F on the terms set forth in this Agreement; (c) All patents that are necessary for Buyer to use the NR Product to be supplied to Buyer in the development, manufacture, promotion, importation, marketing, distribution and sale of Approved Products are set forth in Exhibit F; (d) Seller has not received any notice regarding the NR Product, including written notice, alleging any infringement by Seller of any intellectual property rights of a third party; (e) To the best of Seller’s knowledge after due diligence and reasonable investigation, neither Seller, its Affiliates or any person employed thereby directly in the performance of Seller’s obligations under this Agreement has been debarred under Section 306(a) or (b) of the Federal Food, Drug and Cosmetic Act, and no debarred person will in the future by employed by Seller. If, at any time after execution of this Agreement, Seller becomes aware that Seller, any of its Affiliates or any person employed thereby is, or is in the process of being, debarred, Seller will so notify NHSc immediately. (f) No NR Product at the time of shipment by Seller will be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act, as amended from time to time, or regulations promulgated thereunder, as such law or regulation is constituted and in effect at the time of any such shipment and no NR Product at the time of shipment will be considered to be an article that may not, under the provisions of §§ 404, 505 or 512 of the Federal Food, Drug and Cosmetic Act, be introduced into interstate commerce. (g) All NR Product at the time furnished to Buyer and for the full period of the expected shelf life of such products will be in full compliance with the Specifications, the quality standards set forth in Exhibit G – Quality Standards (the “Representations and WarrantiesQuality Standards”) are (Exhibit G is hereby incorporated herein in full by this reference), applicable Law and other requirements of this Agreement as if long as Buyer’s errors, acts, omissions, or other conduct do not cause directly or indirectly the NR Product to become out of compliance with the Specifications, fail to meet the Quality Standards or violate applicable law and other requirements of this Agreement. (h) Seller’s manufacturing, laboratory, and packaging facilities are and will at all times remain in material compliance with Good Manufacturing Practices, including but not limited to those set forth in full 21 C.F.R. § 110 et seq., to the extent applicable to the manufacture and are packaging of the NR Product, and all NR Product furnished to Buyer will be manufactured in accordance with Good Manufacturing Practices. (i) All NR Product at the time furnished to Buyer will not have been damaged during storage and handling and will otherwise be wholesome, fit for human consumption, and in first-class merchantable condition. (j) Seller has and will maintain during the Term the necessary expertise, equipment, personnel, facilities, equipment and inventory of raw materials and finished product to supply the NR Products as agreed upon in all Purchase Orders accepted by Seller (unless Seller is unable to due to a part of this Agreement. If, Force Majeure Event). (k) Except as otherwise advised by Seller in writing to Buyer on or prior to Closingthe Effective Date, there occurs a material change in is no demand, claim, suit, action, arbitration, and/or other proceeding, whether pending or threatened (and for which any basis exists), that jeopardizes (or could jeopardize) Seller’s ability to enter into this Agreement or perform any of its obligations hereunder. (l) It will at all times during the condition of title or Term comply with all applicable laws, rules, orders, guidelines and regulations, including the Property or any matter addressed in ones regarding the Representations following matters: anticorruption, immigration, antidiscrimination, tax, environment, data protection, food safety and Warranties, Seller shall immediately notify Buyer as to the changequality, and export control, import, customs and economic sanctions. (m) Have a quality management system in accordance with Nestlé’s reasonable requirements of which Seller is advised of and agrees to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination of this Agreement but only with respect to circumstances and conditions that existed on Closing, provided that, if Buyer shall have knowledge as of the Closing Date that any of the Representations or Warranties of Seller are false or inaccurate, then Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSin advance in writing.

Seller’s Representations and Warranties. The Seller represents and warrants to Buyer as follows, which representations and warranties included shall be true and correct in Attachment B all material respects as of the Effective Date and as of the Closing Date, and which shall survive the Closing for a period of seven (the “Representations and Warranties”7) are incorporated herein years thereafter that except as if set forth on Exhibit F as attached hereto and as may be amended from time to time by Seller through the Closing Date: (a) To Seller's knowledge, no notice of any material violation of any zoning, building or other law, ordinance, regulation, requirement or directive of any type against the Property or any portion thereof has been received by Seller from a governmental body. (b) To Seller's knowledge, no notice of a pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Property has been received by Seller. (c) Seller will not enter into any employment contracts or deferred compensation agreements with employees of Seller, if any, at the Property, which will be binding upon Buyer after the Closing, without the prior consent of Buyer. (d) All of the Property to be transferred on the Closing Date shall be in full and are a part the same condition as on the Effective Date of this Agreement. If, except for reasonable wear and tear. (e) Seller is a corporation duly constituted, validly existing, and in good standing under the laws of the State of Mississippi. (f) To Seller's knowledge, Seller's income tax returns have not been audited by the Internal Revenue Service or the State of Mississippi. (g) As of the Closing Date, Seller will hold good and marketable title to all of the Property, subject to no mortgage, pledge, lien, encumbrance, security interest or charge, that will not be discharged prior to Closing, there occurs a material change in other than the condition of title or the Permitted Exceptions. (h) The Property or any matter addressed in the Representations is and Warranties, Seller shall immediately notify Buyer as will be adequately insured against fire and casualty to the changeClosing Date, and valid policies therefor are and will be outstanding and duly enforced, and the premiums to offer become due thereon to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination of this Agreement but only with respect to circumstances and conditions that existed on Closing, provided that, if Buyer shall have knowledge as of the Closing Date that will be paid when due by Seller. Seller has not received any notice of any cancellation of policies pertaining to the foregoing. Seller will indemnify and hold harmless Buyer, its successors and assigns, from and against any and all loss, liability, damage, cost or expense, including, without limitation, reasonable attorneys' fees, suffered or incurred by Buyer due to a breach of any of the Representations foregoing representations and warranties. No claim for a breach of any representation or Warranties warranty of Seller are false or inaccurate, then Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon be actionable after Closing if the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSbreach in question was actually known to Buyer prior to Closing.

Seller’s Representations and Warranties. The representations Seller represents and warranties included in Attachment B warrants the following to Purchaser as of the date hereof, notwithstanding any independent investigation which Purchaser may have conducted (but subject to the “Representations last paragraph of this Section): 6.1 Seller is the owner of legal and Warranties”) are incorporated herein beneficial title to the Property and is lawfully seized of the Property as if set forth in full and are a part of the date of this Agreement. IfExcept for the Underlying Loan Documents and the matters shown on Schedule B-2 attached to the title insurance commitment listed on Exhibit F, prior the Property is free and clear of any and all liens, encumbrances, pledges, security interests or adverse claims of any kind or character, and there are no claims which could result in a lien or encumbrance of any kind thereon. (a) Seller is the owner of legal and beneficial title to Closingthe Remainder Interests and the Remainder Economic Interests, is lawfully seized of the Remainder Interests and the Remainder Economic Interests as of the date of this Agreement, and will continue to be so seized with respect to the Remainder Interests and the Remainder Economic Interests until each such Interest is conveyed to Purchaser under this Agreement. (b) All of the Prospective Economic Benefits are free and clear of all liens, encumbrances, pledges, hypothecations, and other claims and security interests of all types. (c) On the date hereof and on the applicable Closing Date(s) the Remainder Interests and Remainder Economic Interests are and will be free and clear of all liens, encumbrances, pledges, hypothecations and other claims and security interests of all types. (d) Seller has the power and authority to allocate to Purchaser all of the Prospective Economic Interests and to pledge, convey or cause the conveyance of the Remainder Interests, the Remainder Economic Interests, and fee title to the Property, all as provided herein. 6.3 Seller is fully authorized and empowered to execute and deliver this Agreement and all documents contemplated to be executed by Seller hereunder; the execution and performance 6.4 Except as noted on Exhibit G, the loan evidenced by the Underlying Loan Documents is in good standing and no situation exists or, with the passage of time or the giving of notice (or both) could exist, which would constitute a default thereunder or cause the acceleration thereof. Seller has delivered to Purchaser true, accurate and complete copies of the Underlying Loan Documents. 6.5 Except as shown on Exhibit G, there occurs a material change in are no defaults (or situations which, with the condition passage of title time or the giving of notice (or both), could constitute defaults), claims, actions, litigation or proceedings, actual, pending or to the best of Seller's knowledge, threatened, and there are no outstanding judgments or rulings, by any organization, entity, person, individual or governmental agency which would affect the Prospective Economic Benefits, the Remainder Interests, the Remainder Economic Interests or, to the best of Seller's actual knowledge, the Property or any matter addressed in part thereof. 6.6 No assessment, special assessment or tax shall be permitted to become a lien on the Representations Remainder Interests or the Remainder Economic Interests prior to the applicable conveyances thereof under this Agreement. 6.7 Subject to the terms of the leases described on Exhibit H attached hereto and Warrantiesincorporated herein, Seller shall immediately notify Buyer as to has made full payment for the change, and to offer to extend installation or the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination consumption of this Agreement but only all utilities with respect to circumstances the Property for which Seller is required to make payment. 6.8 To the best of Seller's actual knowledge, the Property and conditions that existed every part thereof complies with all applicable laws, ordinances, regulations, statutes, codes, rules and restrictions relating thereto, and no permit, agreement, lease, 6.9 All leasing commissions for the Property have been paid. 6.10 Except for the Underlying Loan Documents and any leases described on ClosingExhibit H, provided thatthere are no leases, if Buyer shall contracts or agreements with or binding on the Property. The leases listed on Exhibit I attached hereto and incorporated herein have knowledge as expired or been terminated and are of no further force and effect. 6.11 All bills and claims for labor performed and materials furnished to Seller or to Landmor, Inc. or to Haft Equities-General Limited Partnership or to CPI with respect to the Property for all periods prior to the date hereof have been paid in full, and there are no mechanics' liens or materialmen's liens, whether or not perfected, on or affecting any portion of the Closing Date that Property as a result of any labor performed or materials provided to Seller or to Landmor, Inc. or to Haft Equities-General Limited Partnership or to CPI. Seller shall provide Purchaser's title insurer with such affidavits and other evidence as it may reasonably require so as to enable Purchaser's title insurer to furnish Pennsy Newco with title policies without exception for mechanics' or materialmen's liens arising from labor performed or materials furnished to Seller or to Landmor, Inc. or to Haft Equities-General Limited Partnership or to CPI with respect to the Property. 6.12 Seller's United States taxpayer identification number and address are set forth following his signature on this Agreement, Seller is not a "foreign person" as defined in Section 1445 of the Representations or Warranties of Seller are false or inaccurate, then Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties Internal Revenue Code (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES"Code"), WHETHER EXPRESSED OR IMPLIEDand Seller will execute and deliver an affidavit to the same effect. In the event Seller is a "foreign person" (as defined above) or does not execute and deliver the foregoing affidavit, INCLUDINGPurchaser may pay such sums directly from the Allocation and execute such notices, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTYcertificates, OR ANY SUPPLIERletters or other instruments in its own behalf or as attorney-in-fact for Seller as may be necessary in order to comply with the withholding provisions of Section 1445 of the Code. Under penalty of perjury, CONTRACTORSeller certifies that the taxpayer identification number provided for him beneath his signature line is correct for purposes of Section 6045 of the Code. 6.13 Except as disclosed in the Complaint filed in the Pennsy Warehouse Lawsuit (as defined in Exhibit G), SUBCONTRACTORto the best of Seller's actual knowledge Seller has never used, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONINGprocessed, LAND VALUEreleased, OR GOVERNMENTAL APPROVALS.discharged, generated, stored or disposed of any Hazardous Substance (as hereinafter defined) on, under or about the Property or from the Property to any other location, and no Hazardous Substance has been used, processed, released, discharged, generated, stored or disposed of on the Property by any other person or entity. As used in this Agreement,

Seller’s Representations and Warranties. The In consideration of Xxxxx’s entering into this Agreement and as an inducement to Buyer to purchase the Real Property from Seller, Seller makes the following representations and warranties included to Buyer: (a) Seller is a limited liability company organized and in Attachment B good standing under the laws of the State of Delaware. Seller has the legal right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, and the execution, delivery and performance of this Agreement have been duly authorized and no other action by Seller is requisite to the valid and binding execution, delivery and performance of this Agreement, except as otherwise expressly set forth herein. (b) There is no agreement to which Seller is a party or to Seller’s Actual Knowledge binding on Seller which would prevent Seller from consummating the transaction contemplated by this Agreement. (c) Seller is not a “foreign person” as defined in Section 1445(f)(3) of the Internal Revenue Code and regulations promulgated thereunder, which Seller shall so certify at Closing. (d) To Seller’s Actual Knowledge, except as disclosed on Schedule 2 attached hereto, Seller has received no written notice from any governmental agency in the last 24 months that the Property or the current use and operation thereof violate any applicable federal, state or municipal law, statute, code, ordinance, rule or regulation (including those relating to environmental matters), except with respect to such violations as have been fully cured prior to the date hereof. (e) To Seller’s Actual Knowledge, except as disclosed on Schedule 2 attached hereto, Seller has not received written notice from any governmental agency of any currently pending condemnation proceedings relating to the Property. (f) To Seller’s Actual Knowledge, except as disclosed on Schedule 2 attached hereto, except with respect to slip and fall and similar claims or matters covered by Seller’s commercial liability insurance policy, Seller has not received service of process with respect to any litigation that has been filed against Seller that arises out of the ownership of the Property and would materially affect the Property or the use thereof, or Seller’s ability to perform hereunder. (g) To Seller’s Actual Knowledge, except as disclosed on Schedule 2 attached hereto, Seller has not received written notice from any contractor in the past ninety (90) days disclosing unpaid bills for any services, labor or materials provided to the Property that was contracted for directly by any tenant at the Property. (h) Seller is not and is not acting on behalf of (i) an “employee benefit plan” within the meaning of Section 3(3) of ERISA, (ii) a “plan” within the meaning of Section 4975 of the Internal Revenue Code of 1986, as amended (the “Representations and WarrantiesCode”) or (iii) an entity deemed to hold “plan assets” within the meaning of 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA, of any such employee benefit plan or plans. (i) Seller has no employees, either at-will or in the context of an employment contract with Seller, and any employees associated with the Property are incorporated herein as if employees of Seller’s property manager. (j) Seller has not either filed or been the subject of any filing of a petition under the Federal Bankruptcy Law or any federal or state insolvency laws or laws for composition of indebtedness or for the reorganization of debtors. To Seller’s Actual Knowledge, Seller has not received written notice of the existence of any attachments, executions, assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under other debtor relief laws contemplated by, pending, or threatened against Seller. (k) To Seller’s Actual Knowledge, neither Seller nor any of its respective affiliates or constituents, nor any of their respective brokers or other agents acting in any capacity in connection with the transactions contemplated by this Agreement is or will be (a) conducting any business or engaging in any transaction or dealing with any person appearing on the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) list of restrictions and prohibited persons (“Prohibited Person”) (which lists can be accessed at the following web address: xxxx://xxx.xxxxxxx.xxx/offices/enforcement/ofac/), including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Prohibited Person; (b) dealing in, or otherwise engaging in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224 dated September 24, 2001, relating to “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism”; or (c) engaging in or conspiring to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempting to violate, any of the prohibitions set forth in full and are a part of this Agreement. If, prior to Closing, there occurs a material change in the condition of title or the Property or any matter addressed in the Representations and Warranties, Seller shall immediately notify Buyer as to the change, and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination of this Agreement but only with respect to circumstances and conditions that existed on Closing, provided that, if Buyer shall have knowledge as of the Closing Date that any of the Representations or Warranties of Seller are false or inaccurate, then Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSU.S. anti-money laundering law.

Seller’s Representations and Warranties. The Seller makes the following representations to Buyer: Seller has the legal right, power and warranties included in Attachment B (authority to enter into this Agreement and to consummate the “Representations transactions contemplated hereby; the execution, delivery and Warranties”) are incorporated herein as if set forth in full performance of this Agreement have been duly authorized and are a part no other action by Seller is requisite to the valid and binding execution, delivery and performance of this Agreement. If, prior to Closing, there occurs a material change in the condition ; Seller has no actual knowledge of title any Hazardous Materials on or under the Property or any matter addressed in underground tanks on the Representations Property or of any claims, easements, leases or other liens or encumbrances affecting the Property which are not disclosed by the public records. Buyer acknowledges and Warrantiesagrees that except as set forth herein Seller has made absolutely no representations or warranties regarding the Property, including, without limitation, its condition, its past use, or its suitability for Buyer's intended use, and that Buyer is purchasing the Property on an "as-is" basis. If before the Closing, Seller shall immediately notify Buyer as to the change, and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination obtains actual knowledge that any of this Agreement but only with respect to circumstances and conditions that existed on Closing, provided that, if Buyer shall have knowledge Seller's representations was materially untrue or misleading as of the Closing Execution Date that or is no longer true in any of the Representations or Warranties of Seller are false or inaccuratematerial respect, then Seller shall not promptly so notify Buyer in writing and Buyer shall have any liability ten (10) days after receipt of such notice (or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date), whichever is earlier) to approve or disapprove such notice. EXCEPT FOR THE REPRESENTATIONSBuyer shall not disapprove Seller's notice unless Buyer reasonably believes that the effect of the untrue or misleading warranty will materially and adversely affect the value or use of the Property or materially impair Buyer's rights or expectations under this Agreement. Buyer's failure to give written notice of disapproval to Seller and Escrow Holder within such period shall be deemed approval and an election to proceed with the purchase (subject to any other conditions in this Agreement) without reduction in the purchase price. If Buyer submits timely notice of disapproval, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSINGthis Agreement shall be terminated without liability to Seller and Buyer's Deposits shall be refunded to Buyer; provided, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES)however, WHETHER EXPRESSED OR IMPLIEDthat Seller shall be liable for any actual damages suffered by Buyer if Seller's warranty was knowingly untrue or misleading as of the Execution Date. As used in this Agreement, INCLUDINGthe phrases Seller's "actual knowledge" or "to the best of Seller's actual knowledge" mean only information in fact known to E. Rex Xxxxx, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTYXXI or Vincxxx X. Xxxxxx xxx do not include imputed, OR ANY SUPPLIERagency or constructive knowledge. Seller represents that in Seller's good faith opinion E. Rex Xxxxx, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSXXI and Vincxxx X. Xxxxxx xxx the persons in its employment most knowledgeable with respect to the Property.

Seller’s Representations and Warranties. The Seller and each of its Members, hereby make the representations and warranties included in Attachment B (the “Representations and Warranties”) are incorporated herein as if set forth in full this Section 7. All of Seller's representations and are a part warranties shall be true and correct as of the date of closing, shall be deemed ratified by Seller's act of Closing, and any Schedules, documents or information to be furnished by Seller shall be updated and furnished to Purchaser at Closing. From and after the date of this Agreement, and until Closing, Seller shall not take any action or make any admission, which would have the effect of violating any of the representations or warranties of Seller contained in this Agreement. IfThe delivery and disclosure of any Schedule, document or information by Seller shall constitute Seller's and its Members' certificate and warranty that the same, and all information reflected therein, are completely accurate and current in all respects. All of the warranties and representations of Seller and its Members shall survive closing and the conveyance of the Property to Purchaser. (a) The execution of this Agreement and the fulfillment of Seller's obligations hereunder shall not constitute or result in a breach of any term or provision of any existing mortgage, lease or other agreement to which Seller is a party or by which Seller is bound, except that the parties acknowledge and agree that Finova's approval is required for any assumption by purchaser of financing extended by Finova. All persons or entities whose joinder in the Deed would be necessary to convey title to Buyer hereunder have been identified herein as "Seller." This Agreement and all other instruments and documents to be executed and delivered by Seller to Purchaser hereunder or pursuant hereto have been or will be duly executed and delivered by Seller and constitute (or will constitute, as to those instruments and documents to be executed and delivered) the legal, valid and binding obligations of Seller and enforceable against Seller in accordance with their respective terms. (b) Seller has received no written official notice, nor any informal written or oral notice of any contemplated condemnation proceedings against the whole or any part of the Property. (c) The Land is presently zoned to permit the development and operation thereon of residential time share units; there are no moratoria or similar conditions that will prevent the development and operation upon the Land of residential time share units; there are no current violations of any building, zoning or other requirements of any applicable governmental authority affecting the Property. (d) Seller has no knowledge of any fact or condition which would result in the termination or reduction of the current access from the Land and Improvements on existing public streets; and Seller has no knowledge of any proposed road widening or other construction activity within the vicinity of the Land. (e) Seller has no knowledge of any latent or patent defect or design deficiency in the foundation, structure, roof, paved areas or mechanical systems of the Improvements, including, without limitation, the heating, ventilation and cooling systems, the electrical system, the plumbing system or the elevators. (f) There are no lawsuits presently filed and served, nor are there, to the knowledge of Seller, any lawsuits that are pending or have been threatened concerning the Property or any portion thereof, or Seller's title or right to convey the Property or any portion thereof hereunder, nor has Seller any knowledge of any claims or liens existing or threatened against the Property or any part thereof, other than those filed of record prior to the execution date of this Agreement. (g) Seller is in sole and undisputed possession of the Property and (except for Timeshare Unit owners lawfully on the Premises) no other person or entity is entitled to possession of all or any portion of the Property. (h) There are no other contracts, leases, agreements, understandings or other obligations existing with respect to the Property or any portion thereof, other than as are reflected in this Agreement and the schedules and other information to be furnished hereunder. (i) No person, firm, corporation, or other entity has any right or option to acquire the Property, or any part thereof. (j) Seller has received no notice and has no knowledge of any pending liens, increased assessments or tax rates, or any special assessments to be made against the Property by governmental authority, except for a notice of a county-wide reassessment. (k) Seller is current in all sales and use tax obligations relating to the Property. (l) Seller is neither a "foreign person" nor "foreign corporation" as those terms are defined in the United States Internal Revenue Code, as amended, and Seller shall ratify this warranty by affidavit at the time of closing. (m) To the Seller's knowledge, public water, public sanitary sewer, electricity, and telephone services have been installed to the Improvements through appropriate easements. (n) Except as disclosed on Schedule 7(n): (i) To Seller's actual knowledge, the Land and Improvements ("Premises") do not contain any Hazardous Materials. (ii) To Seller's actual knowledge, there are no underground or above-ground storage tanks on or under the Premises, and Seller has no knowledge of the removal of any underground or above-ground storage tanks from the Premises. (iii) To Seller's actual knowledge, there are no transformers containing or contaminated with Hazardous Materials on the Premises, and Seller has no knowledge of the removal of any such transformers from the Premises. (iv) Seller has not engaged in or permitted any Hazardous Materials Use in, at, under, or in connection with the Premises nor, to Seller's knowledge, has any previous owner or tenant of the Premises engaged in or permitted any Hazardous Materials Use in, at, under, on or in connection with the Premises. (v) Seller has not received notice or actual knowledge of: (1) any claim, demand, investigation, enforcement, response, removal, remedial or other governmental or regulatory action instituted or threatened, against Seller or the Premises pursuant to any Hazardous Materials Law; (2) any claim, demand, suit or action made or threatened by any person against Seller or the Premises relating to any form of damage, loss or injury resulting from or claimed to result from, any Hazardous Materials on, about, beneath or arising from the Premises or any alleged violation of any Hazardous Materials Law; and (3) any communication to or from any governmental or regulatory agency arising out of or in connection with Hazardous Materials on, about, beneath, arising from or generated at the Premises, including without limitation, any notice of violation, citation, complaint, order directive, request for information or response thereto, notice letter, demand letter or compliance schedule. If discovered prior to Closing, there occurs a material change in the condition of title or the Property or any matter addressed in the Representations and Warranties, Seller shall immediately notify advise Buyer as to the change, and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination of this Agreement but only with respect to circumstances and conditions that existed on Closing, provided that, if Buyer shall have knowledge as of the Closing Date that any of the Representations claims or Warranties communications listed in clauses (1) through (3) above and also shall immediately advise Buyer of Seller are false the discovery of any Hazardous Materials on, about, beneath, or inaccuratearising from the Premises or the discovery of any condition on, then Seller arising from the Premises or the discovery of any condition on, about, beneath, or arising from the Premises which might give rise to liability, the imposition of a statutory lien or require response, removal or remedial action under any Hazardous Materials Law. (vi) As used, in this Agreement, "Hazardous Materials" shall mean (i) asbestos in any form; (ii) urea formaldehyde foam insulation; (iii) transformers or other equipment which contain dialectic fluid containing levels of polychlorinated biphenyls (PCB's) in excess of 50 parts per million; (iv) lead paint; (v) any substance or residual deemed hazardous or toxic, or required to be disclosed, reported treated removed, disposed of or cleaned up by any applicable Hazardous Materials law, and (vi) any other substance residual or material to which exposure is prohibited, limited or regulated by any federal, state or local authority, or which, even if not have any liability so regulated, is known to pose a hazard to the health and safety of the occupants of the Premises or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon property adjacent to the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSPremises.

Seller’s Representations and Warranties. Seller represents and warrants to Purchaser that: (a) Seller has been duly organized and is validly existing as a limited partnership in good standing in the State of Texas. Seller has the full right and authority and has obtained any and all consents required to enter into this Agreement and to consummate or cause to be consummated the transactions contemplated hereby. This Agreement has been, and all of the documents to be delivered by Seller at the Closing will be, authorized and executed and constitute, or will constitute, as appropriate, the valid and binding obligation of Seller, enforceable in accordance with their terms. (b) Seller is not a debtor in any voluntary or involuntary proceedings in bankruptcy, reorganization or similar proceedings under the Federal bankruptcy laws or under any state laws relating to the protection of debtors, and has not made a general assignment for the benefit of its creditors. (c) Seller is not a “foreign person,” “foreign trust” or “foreign corporation” within the meaning of the United States Foreign Investment in Real Property Tax Act of 1980 and the Internal Revenue Code of 1986, as subsequently amended. (d) Seller has not received any written notice, and has no actual knowledge, of (i) any pending or threatened litigation against the Property or against Seller arising out of the ownership of the Property, or (ii) any pending or threatened condemnation proceeding that affects the Property. (e) The representations copy of the Lease to be delivered to Purchaser pursuant to this Agreement is a true, correct and warranties included in Attachment B (complete copy of the “Representations Lease, including all amendments and Warranties”) are incorporated herein as if set forth modifications thereto. To Seller’s knowledge, the Lease is in full force and are a part effect in accordance with its terms without any monetary default or any material non-monetary default thereunder by Tenant. Seller has not received written notice from Tenant and has no actual knowledge of any default by Seller under the Lease that remains uncured. If the tenant estoppel certificate delivered to Purchaser with respect to the Lease contains any statement of fact, information or other matter that is inconsistent with the matters stated in Seller’s representations in this Section 6(e) and such inconsistency is satisfactory to Purchaser in its sole discretion, or otherwise is expressly permitted by this Agreement. If, prior such tenant estoppel certificate shall control and Seller shall have no liability for any claim based upon a breach of representation regarding such statement of fact, information or other matter contained in such tenant estoppel certificate. (f) Seller has not received written notice from any governmental or quasi-governmental agency and has no actual knowledge of any delinquent assessments against the Property. (g) Seller has not received any written notice from any governmental authority and has no actual knowledge that the Property, or any portion thereof, fails to Closingcomply in any material respect with any applicable laws, there occurs a material change in ordinances, regulations, statutes, rules and regulations relating to the condition ownership or Seller’s development of title or the Property or any matter addressed part thereof that has not been corrected, except as may be reflected by the Information. (h) The Property Agreements delivered to Purchaser pursuant to Section 3(a) hereof. are in the Representations full force and Warrantieseffect, and, to Seller’s knowledge, Seller shall immediately notify Buyer has not received written notice from any other party to such Property Agreements of any default by Seller thereunder that remains uncured. (i) Except for the Property Agreements and the existing property management agreement between Seller and its property manager, Stream Dallas Office, L.P. (which Seller will terminate effective as of the Closing) or as otherwise disclosed to Purchaser, Seller is not a party to any agreements for services, supplies or materials affecting the changeuse, and to offer to extend operation or management of the deadlines herein to give Buyer a reasonable opportunity to evaluate Property that will bind Purchaser or the changeProperty after Closing. The Representations Property Agreements delivered to Purchaser pursuant to Section 3(a) hereof will be true, complete and Warranties survive correct copies of all such Property Agreements in Seller’s possession. (j) Purchaser has no obligation to continue to employ any persons presently employed by Seller at the termination Property. (k) Seller is currently in compliance with and shall at all times during the term of this Agreement but only (including any extension thereof) remain in compliance with respect to circumstances and conditions that existed on Closing, provided that, if Buyer shall have knowledge as the regulations of the Closing Date that any Office of Foreign Asset Control (“OFAC”) of the Representations or Warranties Department of Seller are false or inaccurate, then Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties the Treasury (including those named on OFAC’s Specially Designated Nationals and Blocked Persons List) and any indemnification right statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or cause of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSESSupport Terrorism), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSor other governmental action relating thereto. (l) Seller is authorized to permit the disclosure of all of the SEC Filing Information as defined and described in Section 15.

Seller’s Representations and Warranties. Seller hereby represents to Buyer that the facts recited below are true and accurate and that if prior to the date of Closing Seller discovers that one or more of such facts are untrue or inaccurate it will inform Buyer in writing of it discovery. The obligation of Buyer to consummate this transaction shall be contingent upon the lack of any material variance with respect to the truth and accuracy of all such facts as of the date scheduled for Closing, notwithstanding the fact that, with respect to representations or warranties made to the best of Seller's knowledge, Seller had no knowledge of the untruth or inaccuracy of such facts. It is expressly agreed that no examination or investigation of the Property or of the Operational Information pertaining thereto by or on behalf of Buyer shall in any way modify, affect or diminish the representations and warranties included of Seller contained herein, and that such representations and warranties of Seller shall survive Closing for a period of six (6) months. In accordance with the immediately preceding sentences, Seller represents to Buyer as follows: (a) Seller has full right, power and authority and has taken all requisite action to enter into this Contract and to sell and convey the Property to Buyer as provided in Attachment B (the “Representations this Contract and Warranties”) are incorporated herein to carry out its obligations as if set forth in full and are a part of this Agreement. If, prior to Closinghereunder. (b) To Seller's knowledge, there occurs a material change are no structural or other defects, including but not limited to, defects in the condition plumbing, heating, air conditioning, foundation or electrical wiring of title or the Property or any matter addressed in the Representations and Warranties, Seller shall immediately notify Buyer as to the change, and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination of this Agreement but only with respect to circumstances and conditions that existed on Closing, provided that, if Buyer shall have knowledge as of the Closing Date that any of the Representations Improvements. (c) To Seller's knowledge, the continued ownership, operation, use and occupancy of the Land or Warranties Improvements do not violate any building, health, fire or similar law, ordinance, order, regulation or restrictive covenant. To Seller's knowledge, there are no violations of Seller are false any federal, state, county or inaccuratemunicipal law, then Seller shall not have ordinance, order, regulation or requirement affecting any liability portion of the Land, Improvements or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSPersonal Property.

Seller’s Representations and Warranties. The representations Seller acknowledges and warranties included in Attachment B (agrees that the “Representations following are bargained for assurances and Warranties”) are incorporated herein as if set forth in full and are a part of inducements for Purchaser to enter into this Agreement. IfSeller represents and warrants to Purchaser as follows: (a) Seller has all necessary corporate power and authority to execute and deliver this Agreement, prior to Closingperform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, there occurs and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and, assuming the due authorization, execution and delivery by the other Party hereto, constitutes a material change legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. (b) Other than the Company's rights and interest under the Company License and the rights to use "Xxxxxxxx Gold" in its corporate name or rights and interest held by Xx. Xxxxxxxx Gold, Seller owns all right, title and interest in and to, and has the valid right to use, the Trademarks and Intangible Assets, free and clear of all Encumbrances, and has full right and power to sell, assign, convey and otherwise transfer all of its right, title and interest in and to the Trademarks and Intangible Assets to Purchaser. Seller has not granted (or entered into any agreement to grant) any license or any other rights in the condition Trademarks and Intangible Assets to any Person other than (i) under the Company License and (ii) other rights retained or reserved by Xx. Xxxxxxxx Gold under the 1998 Purchase Agreement. Upon the consummation of the transactions contemplated by this Agreement, Purchaser will have good, marketable and unencumbered right, title and interest in and to all of Seller's right, title and interest in the Trademarks and Intangible Assets subject to the license or other rights therein possessed by the Company under the Company License and the rights to use "Xxxxxxxx Gold" in its corporate name or rights and interest therein held by Xx. Xxxxxxxx Gold. (c) Schedule A sets forth a true and complete list or description of all Trademarks and Intangible Assets owned by Seller that are used or held for use by the Company. The Trademarks and Intangible Assets include all assets and rights owned by Seller that are used or held for use by the Company, and there is no other asset or rights owned by Seller that is necessary to conduct the Company's business. (d) The use of the Trademarks and Intangible Assets by Seller or the Company does not conflict with, infringe, misappropriate or otherwise violate the Intellectual Property or other proprietary rights, including rights of privacy, publicity and endorsement, of any matter addressed in the Representations third party, and Warrantiesno Actions or claims are pending or, Seller shall immediately notify Buyer as to the changebest knowledge of Seller after due inquiry, threatened against Seller or any of its Affiliates alleging any of the foregoing or challenging or seeking to deny or restrict the use by Seller or the Company of any of the Trademarks and Intangible Assets. The Trademarks and Intangible Assets have not been adjudged invalid or unenforceable in whole or part, and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the changeits knowledge, are valid and enforceable. The Representations and Warranties survive the termination of this Agreement but only with respect to circumstances and conditions that existed on Closing, provided that, if Buyer shall have knowledge as None of the Closing Date Trademarks and Intangible Assets is subject to any outstanding consent, settlement or Governmental Order restricting its use or that any would impair its validity or enforceability. (e) No actions are necessary (including filing of documents or payment of fees) within 90 days after the Representations date hereof to maintain or Warranties preserve the validity or status of Seller are false patents, patent applications, and other registrations and applications for registration included in the Trademarks and Intangible Assets with the United States Patent and Trademark Office or inaccurate, then Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSUnited States Copyright Office.

Seller’s Representations and Warranties. The Seller makes the following representations and warranties included which shall be true and correct as of the Close of Escrow. If prior to the Close of Escrow, Seller gives Buyer written notice of any facts or circumstances beyond the reasonable control of Seller which would render any such representations or warranties untrue as of the Close of Escrow, such occurrence shall not be considered default by Seller and Buyer’s sole right shall be to waive such representation and warranty and proceed with the Close of Escrow or terminate this Agreement and cancel the Escrow, in Attachment B which case Escrow cancellation fees shall be paid by Seller and the Deposit shall be returned to Buyer. Seller shall not intentionally cause any representation to become untrue. For purposes of this Section 7, the phrase “to the best of Seller’s knowledge” shall mean the current actual knowledge of Xxxxx Xxxxx (as distinguished from constructive or other implied knowledge), without investigation or inquiry or a duty to investigate or inquire. In no event shall Xxxxx Xxxxx have any personal liability with respect to this Agreement or the “Representations representations or warranties contained herein. Seller hereby represents and Warranties”) are incorporated herein as if set forth warrants to Buyer that Xxxxx Xxxxx has been actively involved in the ownership, management and October 31, 2003 Page 10 of 18 Table of Contents Purchase and Sale Agreement Pasadena Corporate Center Pasadena, California development of the Property since its acquisition by Seller and is the person principally responsible for the management, operation and development of the Property. 7.1 Seller is duly organized, validly existing, and in good standing under the laws of the state of its formation; and 7.2 Seller has the full power and are a part authority to execute, deliver and perform its obligations under this Agreement. 7.3 Neither the execution or delivery of this Agreement. If, prior nor the consummation of the transaction contemplated herein, will conflict with, or constitute or result in a breach of, any contract, license or undertaking to Closingwhich Seller is a party or by which the Property is bound, there occurs a material change resulting in the condition creation of title any lien or encumbrance upon the Property. 7.4 To the best of Seller’s knowledge, no legal or administrative proceeding is pending or threatened against Seller or the Property which would adversely affect the Property or Seller’s right to convey fee title to the Property to Buyer. 7.5 To the best of Seller’s knowledge, there are no condemnation or eminent domain proceedings pending or threatened with respect to the Property, and to the best of Seller’s knowledge there are no facts or conditions with respect to the Property which might give rise to such action or proceeding. 7.6 There are no pending requests or applications by Seller for any of the matters described in clauses (a), (b) or (c) of Section 13(iii). 7.7 The execution and delivery of this Agreement and the performance by Seller of all transactions contemplated by this Agreement do not require any consent or approval of any public or private authority which has not already been obtained. 7.8 Seller has not received any notice that the Property is not in material compliance with all applicable laws, except as may be disclosed in the Due Diligence Materials or except for such failures to comply, if any, which have been remedied. 7.9 The construction required to be completed by Landlord in connection with the Nextel Lease and the Xxx Xxx Lease to deliver the Phase III Building to those tenants has been substantially completed. 7.10 To the best of Seller’s knowledge, the documents delivered to Buyer pursuant to this Agreement constitute all of the Contracts and are true, correct and complete originals or copies of the originals and all documents executed by Seller in connection with this Agreement are true, correct and complete. 7.11 Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code). 7.12 Seller has not (a) commenced a voluntary case, or had enter against it a petition, for relief under any federal bankruptcy act or any matter addressed similar petition, order or decree under any law relating to bankruptcy, insolvency or other relief for debtors, (b) caused, suffered or consented to the appointment of a receiver, trustee, administrator, conservator, liquidator or similar official in any federal, State or foreign judicial or non-judicial proceedings, to hold, administer and/or liquidate all or substantially all of its property, or (c) made an assignment for the Representations benefit of creditors. 7.13 There are no outstanding bonds. The respective representations and Warrantieswarranties made by Seller in Sections 7, above, shall survive the Close of Escrow for a period of six (6) months and shall not merge into the Deed. Each of the representations and warranties of Seller and Buyer that is to survive the Closing shall be deemed remade as of the Close of Escrow. After the Close of Escrow, and so long as Buyer’s claim in made within six (6) months following the Close of Escrow, Seller shall immediately notify October 31, 2003 Page 11 of 18 Table of Contents Purchase and Sale Agreement Pasadena Corporate Center Pasadena, California indemnify, defend, reimburse and hold harmless Buyer as from and against any and all claims, demands, losses, obligations, costs and expenses (including, without limitation, reasonable attorneys’ fees and costs, whether or not any action is filed or prosecuted) arising from or relating to the change, and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination any untruth of this Agreement but only with respect to circumstances and conditions that existed on Closing, provided that, if Buyer shall have knowledge as of the Closing Date that any of the Representations representations and warranties made by Seller pursuant to Section 7. Seller agrees to maintain liquid assets of no less than $500,000 from the Close of Escrow until March 4, 2004 and to maintain liquid assets of no less than $250,000 from March 4, 2004 to June 5, 2004 solely for the purpose of remedying all or Warranties any portion of Seller are false or inaccurate, then Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSclaim that may be timely made hereunder by Buyer.

Seller’s Representations and Warranties. Seller represents and warrants to Purchaser that the following are true, complete and correct as of the Effective Date and shall be true, complete and correct as of each Closing Date (with respect to the Properties being transferred and conveyed as of such Closing Date): (a) Seller is duly organized, validly existing, and in good standing under the laws of the State in which Seller was incorporated. Seller has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The representations execution and warranties included delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby has been duly authorized by all necessary corporate action and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and, assuming the due authorization, execution and delivery of this Agreement by Purchaser, constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in Attachment B accordance with its terms, except as may be limited by (i) any bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights, and (ii) the “Representations law of fraudulent transfer and Warranties”conveyance. (b) Neither the execution and delivery of this Agreement nor its performance by Seller will conflict with or result in the breach of any contract, agreement, or Applicable Laws to which Seller is a party, other than Leases, ground leases or Permitted Exception documents for which Required Consents are incorporated herein necessary as if set forth in full Section 5.2(c). (c) No approvals, consents, authorizations, declarations, registrations or notices of or to any Governmental Entity that have not been received or made is required by or with respect to Seller in connection with the execution, delivery and are a part of this Agreement. If, prior to Closing, there occurs a material change in the condition of title or the Property or any matter addressed in the Representations and Warranties, Seller shall immediately notify Buyer as to the change, and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination performance of this Agreement but by Seller or the consummation by Seller of the transactions contemplated hereby except for (i) the filing of any premerger notification and report forms and the expiration or termination of any waiting periods required by the HSR Act, (ii) any applicable approvals, consents, authorizations, declarations, registrations or notices under any pharmacy regulations or to any Governmental Entities or third party administrators in connection with the transactions contemplated under Article II ("PHARMACY APPROVALS"), and (iii) any other approvals, consents, authorizations, declarations, registrations or notices that, if not made or obtained, would not materially and adversely affect the ability of Seller to perform its obligations under this Agreement or under any instrument, document or agreement required to be executed and delivered pursuant hereto (collectively, the "RELATED AGREEMENTS") or to consummate the transactions contemplated hereby or thereby. (d) Seller is the owner of the Personal Property, free and clear of all liens and encumbrances. (e) Seller has not entered into any currently effective agreement to lease (other than the Leases), sell, mortgage or otherwise encumber or dispose of its interest in any of the Transferred Assets or any part thereof (other than currently effective Subleases, or otherwise in the ordinary course of business), except for this Agreement, any Permitted Exceptions and mortgages, deeds of trust or other encumbrances that will be satisfied and released from the Properties at or before the Closing. (f) Except as set forth on Schedule 8.1(f) attached hereto, to the knowledge of Seller, Seller has not received any written notice that the Transferred Assets or any part thereof are presently in violation in any material respect of any Applicable Laws, or any covenants or restrictions of record applicable to the particular Transferred Assets, provided that notwithstanding anything to the contrary herein, the provisions of this Section 8.1(f) relating to Violations shall be applicable only as of the Effective Date, and any Violations issued with respect to circumstances and conditions that existed the Properties subsequent to the Effective Date shall be governed by Section 5.1(d) hereof. (g) Except as set forth on ClosingSchedule 8.1(g), provided thatto the knowledge of Seller, if Buyer shall have knowledge there is no action, proceeding or investigation pending or threatened against or involving the Transferred Assets or against Seller with respect to the Transferred Assets before any court or governmental department, commission, board, agency or instrumentality. (h) Except as set forth on Schedule 8.1(h) attached hereto, Seller has not received written notice of any proposed material reassessment of any Property for purposes of real estate taxes. Except as set forth on Schedule 8.1(h-1), Seller has not received written notice of any special or general assessments affecting any Property. (i) Schedule 1.1(b)-1 describes all of the Closing Date that any Leases, including all amendments, modifications and revisions thereof (all of which are deemed included within the Representations or Warranties of Seller are false or inaccurate, then Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALS.term

Seller’s Representations and Warranties. Seller represents and --------------------------------------- warrants to Purchaser that: (a) Seller is a duly organized and validly existing corporation, is in good standing in the State of Delaware and has full power to enter into this Agreement and to perform its obligations under this Agreement. (b) The representations execution and warranties included in Attachment B delivery of this Agreement has been duly authorized by all necessary and appropriate action of Seller. (c) No consent or approval of any person, entity, or governmental authority is required with respect to the “Representations execution and Warranties”delivery of this Agreement by Seller or the consummation by Seller of the transactions contemplated thereby or the performance by Seller of its obligations under this Agreement. (d) To the best of Seller's actual knowledge, there are incorporated herein no leases or other similar agreements affecting all or any portion of the Property except those creating the Leasehold Estates and except as if set forth in full and are a part of Exhibit B to --------- this Agreement. IfTo the best of Seller's actual knowledge, prior to Closingthe lease agreements creating the Leasehold Estates and all of the leases (the "LEASES") described in Exhibit B are in full force and effect, there occurs are no material defaults by any --------- party thereunder, and true and complete copies of the lease agreements creating the Leasehold Estates and the Leases and all material correspondence, instruments and documents related to the Leases have been provided to Purchaser. (e) To the best of Seller's actual knowledge, there are no Hotel Contracts or similar agreements affecting the Property except as set forth in Exhibit C to this Agreement. To the best of Seller's actual knowledge, all of --------- the Hotel Contracts and the Franchise Agreement are in full force and effect, there are no material defaults by any party thereunder, there are not now nor will there be any brokerage commissions or similar fees payable after Closing in connection with any of the Leases and true and complete copies of the Hotel Contracts and the Franchise Agreement and all instruments and documents related to the Hotel Contracts and the Franchise Agreement have been provided to Purchaser. (f) To the best of Seller's actual knowledge, all Permits necessary for the operation of the Hotel are set forth in Exhibit D to this Agreement and, to --------- the extent transferable under applicable law, will be transferred to Purchaser at the Closing. To the best of Seller's actual knowledge, the Permits are in full force and effect, Seller has received no notice of any material violations thereof, and true and complete copies of all of the Permits have been delivered to Purchaser. (g) Seller has received no notice of, and, to the best of Seller's actual knowledge, there are no material violations of, law, ordinances, orders or regulations ("LAWS") of governmental or quasi-governmental authorities with respect to the Property (including, without limitation, those related to environmental, labor or employment matters), which would have a material change in adverse effect on the condition operation of title the Hotel. (h) To the best of Seller's actual knowledge, there is no litigation, action, or proceeding pending or threatened relating to the Property or the transactions contemplated by this Agreement, including, but not limited to, those alleging the violation of any matter addressed in Laws pertaining to employment or employment practices, except as disclosed on Exhibit E attached hereto. --------- (i) Seller will provide to Purchaser within five (5) business days (i) true and complete copies of all bills for real estate and personal property taxes and assessments for the Representations 1996 tax year and Warrantiesthe two immediately preceding tax years and (ii) a true and complete list of the current Hotel Employees together with a schedule setting forth the compensation and fringe benefits (including, but not limited to, benefit plans) accorded to such Hotel Employee. (j) No Hotel Employees are employed under union agreements, collective bargaining agreements or similar arrangements except as disclosed on Exhibit F --------- attached hereto. (k) Seller shall immediately notify Buyer as owns good and indefeasible title to the changeFurnishings (other than those items leased pursuant to equipment leases described in Exhibit C) --------- subject only to the Permitted Exceptions. (l) With the exception of a petroleum fuel storage tank previously removed from the Property in accordance with applicable law, and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination of this Agreement but only with respect to circumstances and conditions that existed on Closing, provided that, if Buyer shall have knowledge as there are not now nor during Seller's ownership of the Closing Date that Property, nor to Seller's actual knowledge have there ever been, any toxic or hazardous wastes or substances used, generated, stored, treated or disposed of on the Representations Property. Seller hereby indemnifies Purchaser from and against any loss, liability, claim or Warranties expense, including, without limitation, remediation costs, engineering fees and reasonable attorneys fees and expenses which Purchaser may incur by reason of Seller are false or inaccurate, then Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSrepresentation being false.

Seller’s Representations and Warranties. The Seller represents and warrants that the representations and warranties included in Attachment B (the “Representations and Warranties”) are incorporated herein as if set forth in full this Section 6 are true and are a part correct in all material respects as of this Agreement. If, prior to Closing, there occurs a material change in the condition of title or the Property or any matter addressed in the Representations Effective Date and Warranties, Seller shall immediately notify Buyer as to the change, and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination of this Agreement but only with respect to circumstances and conditions that existed on Closing, provided that, if Buyer shall have knowledge as of the Closing Date except as modified in accordance with this Section. If Seller learns that any of the Representations following representations and warranties ceases to be true in any material respect, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or Warranties document in Seller's possession, if any, upon which Seller's notice is based). If Seller shall give such a notice, Purchaser shall have five (5) business days after the giving of such notice to (i) terminate this Agreement, whereupon Escrow Agent shall return the Exxxxxx Money to Purchaser and the parties shall be relieved from all further obligations hereunder, except as specifically set forth herein or (ii) waive such matter and proceed to Closing without any abatement or reduction in the Purchase Price on account thereof. If Purchaser does not timely give such notice, Purchaser shall be deemed to have elected to waive such matter. If Purchaser shall waive or be deemed to have waived such matter, then the affected representation or warranty shall be deemed modified to reflect such matter. To the extent Purchaser has knowledge or is deemed to know prior to the date hereof that any of these representations and warranties are inaccurate, untrue or incorrect in any way, such representations and warranties shall be deemed modified to reflect Purchaser's knowledge or deemed knowledge. Purchaser shall be deemed to know a representation or warranty is untrue, inaccurate or incorrect if this Agreement or any files, documents, materials, analyses, studies, tests or reports provided, disclosed or made available to Purchaser prior to the date hereof contains information which is inconsistent with such representation or warranty. If Purchaser acquires knowledge of any inaccuracy, untruth or incorrectness of any representation or warranty contained in this Agreement, Purchaser shall notify Seller the sooner of the Closing or within five (5) days of the acquisition of such knowledge. If Purchaser does not timely give such notice, the affected representation or warranty shall be deemed modified to reflect such matter. As used in this Agreement, the phrase “to the actual knowledge of Seller” (or similar words) shall mean the actual knowledge of Jxxxxx X. Xxxxxx, Xx. There shall be no duty imposed or implied to investigate, inspect or audit any such matters, and there shall be no personal liability on the part of such individuals. Subject as aforesaid, Seller represents and warrants to Purchaser that: (a) To the actual knowledge of Seller, there are no leases or other agreements for occupancy in effect with respect to the Premises and none shall be in effect at Closing other than the Seller Lease. (b) To the actual knowledge of Seller, Seller has received no written notices from governmental authorities of legal violations which would have a material adverse effect on the business operations of the Premises and which have not previously been corrected. (c) To the actual knowledge of Seller, there is no litigation against Seller or the Property which, if decided adversely to Seller, would have a material adverse effect on the business operations of the Property. (d) To the actual knowledge of Seller, there are no Contracts, other than as listed on Exhibit “F”, attached hereto and made a part hereof. This representation does not derogate from Seller's rights to enter into new Contracts, subject to Section 8. (e) Seller is a corporation, organized under the laws of the State of Florida. The execution, delivery, and performance of this Agreement by Seller have been duly authorized and no consent of any other person, court, or other entity to such execution, delivery, and performance is required to render this Agreement a valid and binding instrument enforceable against Seller in accordance with its terms, except for any consents which have been obtained by Seller prior to its execution hereof. Neither the execution of this Agreement or the consummation of the transactions contemplated hereby will: (i) result in a breach of, or cause a default or acceleration under, any agreement or mortgage to which Seller is a party (unless such agreement or mortgage is being terminated, released or satisfied at Closing) or by which Seller or the Property is bound, or (ii) violate any orders or restrictions to which Seller or the Property is subject. (f) No bankruptcy, insolvency, reorganization, liquidation, arrangement, or moratorium proceeding or allegation of fraudulent conveyance is now pending or, to Seller's knowledge, threatened against Seller. (g) Seller, and to Seller's knowledge, each person or entity owning an interest in Seller, is (i) not a, and is not acting directly or indirectly for or on behalf of any, person, group, entity or nation named by any Executive Order of the United States Treasury Department as a terrorist, “Specifically Designated National and Blocked Persons,” or other banned or blocked person, entity, nation or transaction pursuant to any law, order, rule or regulation that is enforced or administered by the Office of Foreign Assets Control ("OFAC") and/or on any other similar list maintained by OFAC pursuant to any authorizing statute, executive order or regulation, (ii) not engaged in this transaction, directly or indirectly on behalf of, or instigating or facilitating this transaction, directly or indirectly, on behalf of any such person, group, entity, or nation and (iii) not an "Embargoed Person." To Seller's knowledge, none of the funds or other assets of Seller constitute property of, or are false beneficially owned, directly or inaccurateindirectly, then by any Embargoed Person (as hereinafter defined), and to Seller's knowledge, no Embargoed Person has any interest of any nature whatsoever in Seller shall (whether directly or indirectly). The term "Embargoed Person" means any person, entity or government subject to trade restrictions under U.S. law, including but not have any liability or obligation respecting such false or inaccurate Representations or Warranties (limited to, the International Emergency Economic Powers Act, 50 U.S.C. §1701 et seq., the Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any indemnification right Executive Orders or cause of action resulting therefrom regulations promulgated thereunder. Exceptions to the representations and warranties in this Section 6 (if any) are hereby disclosed to Purchaser in Exhibit “G”, attached hereto and made a part hereof. The representations and warranties contained in this Section 6 shall terminate upon survive the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER for a period of six (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALS6) months.

Seller’s Representations and Warranties. The continued accuracy in all material respects of the aforesaid representations and warranties included is a condition precedent to Buyer’s obligation to close. If any of said representations and warranties are not correct in Attachment B all material respects at the time the same is made or as of Closing and Seller had no knowledge of such inaccuracy when the representation or warranty was made (the “Representations and Warranties”or when deemed remade at Closing) are incorporated herein as or if set forth such warranty or representation becomes inaccurate on or prior to Closing other than by reason of Seller’s default hereunder, Buyer may, within five (5) Business Days upon being notified in full and are a part writing by any Seller of this Agreement. If, such occurrence on or prior to Closing, there occurs but in all events no later than the Closing Date, either: (a) terminate this Agreement and Escrow pursuant to the provisions of Section 8.5(a) hereof; or (b) waive such matter and proceed to Closing, subject to the matters which caused the representations and warranties not to be true in all material respects and, in such a case, such representations and warranties shall be automatically modified to such extent and no Seller shall have any further obligations or liability in connection therewith either prior to or following Closing. If any of said representations and warranties are not correct in all material change respects at the time the same is made or as of Closing, and Seller had knowledge of such inaccuracy when the representation or warranty was made, or, by its default hereunder caused the representation or warranty to be inaccurate when deemed remade at Closing, Buyer may, within five (5) Business Days upon being notified in writing by any Seller of such occurrence, but in all events no later than the condition Closing Date, either: (i) terminate this Agreement pursuant to the provisions of title Section 8.6(a) (subject to Seller’s notice and cure rights thereunder); or (ii) waive the Property breach and proceed to Closing, subject to the matters which caused the representations and warranties not to be true in all material respects and, in such a case, such representations and warranties shall be automatically modified to such extent and no Seller shall have any further obligations or any matter addressed liability in connection therewith either prior to or following Closing. Without limiting the Representations and Warrantiesforegoing, Seller may, at any time prior to Closing, deliver to Buyer an updated Rent Roll and/or recertification, correction and/or update of any of Seller’s representations and warranties as set forth in Article 9 of this Agreement, together with copies of all documents, agreements, items or instruments relating thereto. Upon receipt of any such update, recertification and/or correction of Seller’s representations and warranties and related documents, agreements, items or instruments, Buyer shall immediately notify Buyer as have the rights set forth in this Section 9.18 hereof. Notwithstanding anything to the changecontrary as contained in this Agreement, and if Buyer proceeds to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination Closing with actual knowledge of any untruth, inaccuracy or breach of any warranty or representation as set forth in Article 9 of this Agreement but only Agreement, Buyer is deemed to have waived any claims with respect to circumstances each such warranty or representation. Upon the Closing and conditions subject to the terms and limitations set forth in this Agreement, each respective Seller shall reimburse Buyer’s damages arising out of any untruth, inaccuracy or breach of any warranty or representation of such Seller under this Article 9; provided, however, that existed on Closing, provided that, if Buyer no Seller shall have knowledge as any liability for the breach of any representation or warranty unless: (i) the valid claims for all such breaches are collectively more than One Hundred Thousand Dollars ($100,000.00), in the aggregate (the “Floor”); (ii) written notice containing a description of the specific nature of such breach shall have been given by Buyer to such Seller after the Closing Date that any and prior to the expiration of the Representations Survival Period (or Warranties the Extended Survival Period, as applicable to the representations and warranties set forth in Sections 9.1, 9.2, and 9.15 hereof); and (iii) the maximum aggregate liability of each Seller are false as a result of the breach by such Seller of any representation or inaccurate, then warranty of such Seller as set forth in this Article 9 shall not have any liability or obligation respecting exceed one and one-half percent (1.5%) of the Purchase Price allocated to the Improved Parcel owned by such false or inaccurate Representations or Warranties Seller as provided for in the Purchase Price Allocation, in the aggregate (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date“Cap”). EXCEPT FOR THE REPRESENTATIONSNotwithstanding the foregoing, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSINGthe Floor and Cap limitations described in this Section 9.18 shall be subject to the following exclusions (collectively, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER the “Exclusions”): (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES)a) The Floor and Cap shall not apply to, WHETHER EXPRESSED OR IMPLIEDand the provisions of Section 9.18 above shall in no way limit Seller’s liability in connection with, INCLUDINGany breach by Seller of the representations and warranties set forth in Sections 9.1, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY9.2, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSand 9.15 hereof. (b) [Reserved]. (c) [Reserved]. (d) [Reserved]. (e) [Reserved].

Seller’s Representations and Warranties. The Seller makes the following representations and warranties included to Purchaser, each and all of which shall be true and correct as of the date hereof and as of the Closing Date: A. That attached hereto as Exhibit B-1 through Exhibit B-4, are true, correct and complete inventories of all Personal Property except any owned by a Tenant. B. That all service, maintenance, or other contracts of any nature to which Seller is a party in Attachment B connection with the Property, are set forth on Exhibit C-1 through Exhibit C-4, attached hereto (the “Representations Contracts”). Seller has provided Purchaser with true, correct and Warrantiescomplete copies of all such Contracts. Seller is not in default under any of the Contracts and, to Seller’s actual knowledge, no contractor or provider under any Contract is in default thereunder. C. That there are no tenancies or other rights of occupancy at the Property, except for the Leases more particularly described on the rent roll for each Building attached hereto as Exhibit D-1 through Exhibit D-4, respectively (the “Rent Rolls”) ). The Rent Rolls are incorporated true, correct and complete in all material respects. The Leases described thereon are referred to herein as if set forth the “Leases” and the tenants under the Leases are referred to herein as the “Tenants”. The Tenants have paid no rent or any other sum in advance for more than the current month and except as shown on Exhibit D-1 through Exhibit D-4 or on attached Schedule 7C, all tenant allowances and reimbursements have been paid in full, and there are no monetary defaults existing under any of the Leases. To the best of Seller’s knowledge, except as shown on Exhibit D-1 through Exhibit D-4 or on attached Schedule 7C, no Tenant is in default under any other provisions of the Leases, and no Tenant has asserted any claim, offset or defense with respect to its Lease. The Leases are in full force and are a part effect, enforceable in accordance with their terms, to the best of this Agreement. If, prior to ClosingSeller’s knowledge, there occurs a material change has been no default by the landlord under the Leases, and the landlord has performed all construction and inducement obligations required of it under the Leases. Seller has provided Purchaser true, correct and complete copies of each of the Leases. The landlord is not required to render any services to the Tenants except as specifically provided in the condition Leases, and the Leases represent the complete agreement between Seller and the Tenants. No person has any option, right of first refusal or other right to acquire title or to the Property or any matter addressed interest therein other than Purchaser. D. Except as disclosed on Schedule 7D, there is no pending or to Seller’s actual knowledge, threatened litigation, proceeding, or investigation against Seller which would materially affect Seller, this Agreement or the Property. E. That, to the best of Seller’s knowledge, all parties with whom Seller has contractual arrangements are in compliance therewith and are not in default under any contract or obligation relating to the Property. F. That all actions required by law and any agreement of Seller or the persons collectively constituting Seller hereunder have been taken or will be taken prior to the Closing Date to authorize the sale hereunder. G. That (i) no Seller, or constituent member or affiliate of Seller, has filed a petition in bankruptcy or for reorganization pursuant to the Federal Bankruptcy Code or any similar Federal, state or municipal law, or been adjudicated a bankrupt, or consented to the appointment of a receiver or receivers of all or any substantial portion of its assets, (ii) to Seller’s actual knowledge, no creditor of any Seller has filed a petition in bankruptcy against any Seller or for reorganization of any Seller pursuant to the Federal Bankruptcy Code or any similar Federal, state or municipal law, and (iii) no Seller has been declared insolvent, or seized, by any Federal or state regulatory agency. H. That Seller is not a “foreign person” as defined by Internal Revenue Code Section 1445. I. Seller has no knowledge of, nor has Seller received any notice from the property owners’ association under the CCRs (as hereinafter defined) regarding any violation of any covenants or restrictions encumbering the Property or any defect that would materially adversely affect the insurability of the Property or cause an increase in insurance premiums. Seller has no actual knowledge of, and it has received no written notice of, (i) notice from a governmental agency requiring repairs, alterations or corrections of any existing condition on the Property, or (ii) any pending or threatened proceedings for condemnation or the exercise of the right of eminent domain as to any part of the Property. J. To Seller’s actual knowledge, a valid and permanent certificate of occupancy has been obtained for all improvements at each Property. Seller has no actual knowledge of, nor has it received written notification from any governmental authority, with respect to any violation of zoning, building or other laws, ordinances, orders or regulations, relating to the continued maintenance, operation or use of the Property. K. Seller has no actual knowledge and has received no written notice of any violation of Environmental Laws related to the Property or the presence or release of Hazardous Materials on or from the Property except as stated in the Representations Phase I Environmental Report(s) described in Schedule 7K attached hereto (the “Environmental Reports”) and Warrantiesdelivered to Purchaser as part of the Property Information. To the best of Seller’s knowledge, Seller shall immediately notify Buyer as to has not manufactured, introduced, released or discharged from or onto the changeProperty any Hazardous Materials or any toxic wastes, substances or materials (including, without limitation, asbestos), and to offer to extend Seller has not used the deadlines herein to give Buyer a reasonable opportunity to evaluate Property or any part thereof for the changegeneration, treatment, storage, handling or disposal of any Hazardous Materials, in violation of any Environmental Laws. The Representations term “Environmental Laws” includes without limitation the Resource Conservation and Warranties survive Recovery Act and the termination Comprehensive Environmental Response Compensation and Liability Act and other federal laws governing the environment as in effect on the date of this Agreement but only together with respect to circumstances their implementing regulations and conditions that existed on Closing, provided that, if Buyer shall have knowledge guidelines as of the date of this Agreement, and all state, regional, county, municipal and other local laws, regulations and ordinances that are equivalent or similar to the federal laws recited above or that purport to regulate Hazardous Materials. The term “Hazardous Materials” includes petroleum, including crude oil or any fraction thereof, natural gas, natural gas liquids, liquified natural gas, or synthetic gas usable for fuel (or mixtures of natural gas or such synthetic gas), asbestos and asbestos containing materials and any substance, material waste, pollutant or contaminant listed or defined as hazardous or toxic under any Environmental Law. To Seller’s knowledge and except as disclosed in the Environmental Reports, there are not now, nor have there been, any above-ground or underground storage tanks located on the Property. L. Each Seller has been duly formed, is validly existing, and is in good standing as a Virginia limited liability company. Each Seller is in good standing and is qualified to do business in the state where the Property is located. Each Seller has the full right and authority and has obtained any and all consents required to enter into this Agreement and to consummate or cause to be consummated the transactions contemplated hereby. This Agreement has been, and all of the documents to be delivered by Seller at the Closing Date that will be, authorized and properly executed and constitutes, or will constitute, as appropriate, the valid and binding obligation of Seller, enforceable in accordance with their terms. M. Intentionally Deleted. N. Seller’s sale of the Property is not subject to any federal, state, or local withholding obligation of Purchaser under the tax laws applicable to Seller or the Property. O. Neither Seller nor any of its affiliates (i) is listed on any Government Lists, (ii) has been determined by competent authority to be subject to the Representations prohibitions contained in Presidential Executive Order No. 13244 (September 23, 2001) or Warranties in any enabling or implementing legislation or other Presidential Executive Orders in respect thereof, (iii) is a person or entity who has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any violation of the Patriot Act, or (iv) is currently under investigation by any governmental authority for alleged criminal activity. Seller are false has no reason to believe that this transaction, including, without limitation, the source of its funds, would result in a violation by Purchaser or inaccurateSeller of the Patriot Act, then OFAC Laws and Regulations, or any other anti-terrorism or anti-money laundering laws or regulations, including, without limitation, the Bank Secrecy Act, as amended, or the Money Laundering Control Act of 1986, as amended. P. All of the Leases and the Rent Roll and, to Seller’s actual knowledge, all of the other Property Information and any other documents, reports and other information related to the Property provided to Purchaser by Seller constitute complete originals or copies of the information provided and constitute the documents on which Seller relies in the ordinary course of its business. Seller shall not have promptly update and supplement Buyer with any liability updated or obligation respecting such false supplemental Property Information received by Seller after the date first delivered or inaccurate Representations or Warranties made available hereunder. Q. The Operating Statements to be delivered to Purchaser pursuant to this Agreement will show all items of income and expense (operating and any indemnification right or cause capital) incurred in connection with Seller’s ownership, operation, and management of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONSProperty for the periods indicated and will be true, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSINGcorrect, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES)and complete in all material respects, WHETHER EXPRESSED OR IMPLIEDand represent the material financial information on which Seller has relied in its operation, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSmanagement and ownership of the Property.

Seller’s Representations and Warranties. The As a material inducement to NYSERDA to enter into this Agreement, Seller makes the following representations and warranties included in Attachment B warranties, all of which shall survive the execution and delivery of this Agreement: (a) that it has requested to terminate the “Representations Tier-1 Agreement as provided herein due to its conclusion that, as of the date hereof and Warranties”) are incorporated herein as if based on its current projections of construction and operating costs and available financing, the Bid Facility is not economically feasible under the pricing agreed to and set forth in full and are such Tier-1 Agreement; (b) that it has not delivered a part of this Agreement. If, prior notice to Closing, there occurs a material change its general contractor (or in the condition event that there is no general contractor to all material internal construction unit(s) and/or third party contractor(s)) to proceed with the construction of title or the Property or any matter addressed Bid Facility, at a minimum of eighty percent (80%) of the Bid Capacity, other than a limited notice to proceed only with site preparation and/or site civil work (“Notice to Proceed”); (c) that Seller has determined in good faith that the Representations Commercial Operation Milestone Date under the Tier-1 Agreement will not be timely achieved in accordance with the terms of such Tier-1 Agreement; (d) that Seller is a limited liability company duly organized, validly existing and Warranties, in good standing under the laws of the jurisdiction of its organization; (e) that Seller shall immediately notify Buyer as has all necessary power and authority to the change, execute and deliver this Agreement and all other agreements contemplated herein and hereby and to offer to extend consummate the deadlines herein to give Buyer a reasonable opportunity to evaluate the changetransactions contemplated hereby and thereby. The Representations execution and Warranties survive the termination delivery by Seller of this Agreement but only with respect to circumstances and conditions that existed on Closing, provided thatall other agreements contemplated herein and hereby and the consummation of the transactions contemplated hereby and thereby have been or, if Buyer shall have knowledge as of not yet executed and delivered, will be when executed and delivered, duly authorized by Seller, and no other actions or proceedings on the Closing Date that any of the Representations or Warranties part of Seller are false necessary to authorize this Agreement or inaccurateany other agreement contemplated herein and hereby or the consummation of the transactions contemplated hereby and thereby; (f) that this Agreement has been duly executed and delivered by Seller and constitutes the legal, then valid and binding obligation of Seller shall enforceable against Seller in accordance with the terms herein; (g) that the execution, delivery and performance by Seller, the entry into this Agreement by Seller, and the consummation of the transactions contemplated by this Agreement will not have violate (i) Applicable Law or any provision of the limited liability company agreement or obligation respecting such false other governing documents of Seller; (ii) violate, conflict with, result in a breach of or inaccurate Representations constitute (alone or Warranties with notice or lapse of time or both) a default or an event of default under any indenture, agreement (and any indemnification right or cause including the limited liability company agreement of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSESSeller), WHETHER EXPRESSED OR IMPLIEDmortgage, INCLUDINGdeed of trust, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTYnote, lease, contract or other instrument to which Seller is a party or by which it or any of its property is bound; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTYor (iii) result in the creation or imposition of any lien upon any property or assets of Seller; (h) there are no undisclosed material legal actions, OR ANY SUPPLIERclaims, CONTRACTORor encumbrances, SUBCONTRACTORor liabilities pending or, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONINGto Seller’s knowledge, LAND VALUEthreatened that may adversely affect Seller’s performance of this Agreement or NYSERDA's rights hereunder; (i) to Seller’s knowledge, OR GOVERNMENTAL APPROVALSthere are no claims against Seller or NYSERDA relating to or arising out of the Tier-1 Agreement that are not covered by the release contained in Section 7; (j) Seller has neither assigned nor transferred any claims released herein, and no person or entity has subrogated to or has any interest or rights in any such claims.

Seller’s Representations and Warranties. The representations By signing this Unit Transfer Agreement and warranties included Application Form, Seller represents and warrants to Absolute Energy that he, she or it: a. Has received all financial and other information about Absolute Energy that he, she or it deems necessary or appropriate to form a decision regarding the sale and transfer of the Units hereunder; b. Has had an opportunity to obtain, and has received, any additional information about Absolute Energy, and has had an opportunity to ask such questions of, and receive answers from, Absolute Energy or an authorized agent or representative of Absolute Energy, to the extent Seller deems necessary or appropriate to form a decision regarding the sale and transfer of the Units hereunder; c. As a result, has sufficient knowledge and information about the business, management, financial affairs and future prospects of Absolute Energy he, she or it deems necessary or appropriate to make a decision regarding the sale and transfer of the Units hereunder; d. Has such knowledge and experience in Attachment B (financial and business matters that he, she or it is capable of evaluating the “Representations merits and Warranties”) are incorporated herein as if risks of the purchase and transfer of the Units hereunder or has obtained, to the extent he, she or it deems necessary, his, her, or its own professional advice with respect to the decision to purchase and transfer the Units hereunder; e. Understands the effect of the allocation provisions and payment of distributions provisions of the Absolute Energy Operating Agreement and this TAA Form on the transferred Units, including those set forth in full Section 4 of Paragraph D. above; f. Understands and are a part agrees that Absolute Energy has made and makes no representation or warranty to Seller regarding the fairness or adequacy of this Agreement. If, prior the purchase price of the Units to Closing, there occurs a material change in the condition of title or the Property or any matter addressed in the Representations and Warranties, Seller shall immediately notify Buyer as to the changebe transferred hereunder, and that the negotiation and agreement to offer transfer the Units have been made solely by Seller without the assistance or involvement of Absolute Energy; and g. Agrees to extend indemnify and hold Absolute Energy harmless for any damages, loss, cost, or liability (including legal fees and the deadlines herein to give Buyer a reasonable opportunity to evaluate cost of enforcing this indemnity) arising out of or resulting from the change. The Representations and Warranties survive the termination of this Agreement but only with respect to circumstances and conditions that existed on Closing, provided that, if Buyer shall have knowledge as transfer of the Closing Date that any of the Representations or Warranties of Units from Seller are false or inaccurate, then Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSto Buyer.

Seller’s Representations and Warranties. The In consideration of Buyer’s entering into this Agreement and as an inducement to Buyer to purchase the Property from Seller, Seller makes the following representations and warranties included to Buyer which shall be true as of the Effective Date: (A) Seller is a limited liability company organized and in Attachment B good standing under the laws of the State of Delaware and is qualified to conduct business in the State of Maryland. (B) Seller has the legal right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, and the execution, delivery and performance of this Agreement have been duly authorized and no other action by Seller is requisite to the valid and binding execution, delivery and performance of this Agreement, except as otherwise expressly set forth herein. (C) There is no agreement to which Seller is a party or to Seller’s Actual Knowledge binding on Seller which would prevent Seller from consummating the transaction contemplated by this Agreement. (D) To Seller’s Actual Knowledge, except as disclosed on Schedule 2 attached hereto, Seller has received no written notice from any governmental agency in the last 12 months that the Property or the current use and operation thereof violate any applicable federal, state or municipal law, statute, code, ordinance, rule or regulation (including those relating to environmental matters), except with respect to such violations as have been fully cured prior to the date hereof. (E) To Seller’s Actual Knowledge, except as disclosed on Schedule 2 attached hereto, Seller has not received written notice from any governmental agency of any currently pending condemnation proceedings relating to the Property. (F) To Seller’s Actual Knowledge, except as disclosed on Schedule 2 attached hereto, except with respect to slip and fall and similar claims or matters covered by Seller’s commercial liability insurance policy, Seller has not received service of process with respect to any litigation that has been filed and is continuing against Seller that arises out of the ownership of the Property and would materially affect the Property or the use thereof, or Seller’s ability to perform hereunder. (G) Seller is not a foreign person (as defined in Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder). (H) To the best of Seller’s Actual Knowledge, neither Seller nor any of its respective affiliates or constituents, nor any of their respective brokers or other agents acting in any capacity in connection with the transactions contemplated by this Agreement is or will be (a) conducting any business or engaging in any transaction or dealing with any person appearing on the U.S. Treasury Department’s Office of Foreign Assets Control (“Representations and WarrantiesOFAC”) are incorporated herein as if list of restrictions and prohibited persons (“Prohibited Person”) (which lists can be accessed at the following web address: xxxx://xxx.xxxxxxx.xxx/offices/enforcement/ofac/), including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Prohibited Person; (b) dealing in, or otherwise engaging in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224 dated September 24, 2001, relating to “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism”; or (c) engaging in or conspiring to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempting to violate, any of the prohibitions set forth in full and are a part of this Agreement. If, prior to Closing, there occurs a material change in the condition of title or the Property or any matter addressed in the Representations and Warranties, Seller shall immediately notify Buyer as to the change, and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination of this Agreement but only with respect to circumstances and conditions that existed on Closing, provided that, if Buyer shall have knowledge as of the Closing Date that any of the Representations or Warranties of Seller are false or inaccurate, then Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSU.S. anti-money laundering law.

Seller’s Representations and Warranties. The Seller represents and warrants to Buyer the matters set forth on Addendum II, which is incorporated herein by this reference as though fully set forth herein. Other than as expressly contained in this Agreement and Addendum II, Seller makes no representations or warranties of any kind relating to the Property or its condition or fitness. Buyer is entitled to rely on Seller’s representations and warranties included notwithstanding Buyer’s inspection and investigation of the Property, except to the extent that Buyer has Actual Knowledge on or before the Closing Date that any such representation or warranty is inaccurate in Attachment B any material respect, and such inaccuracy did not result from a Seller R&W Breach (as defined below). Seller shall promptly notify Buyer if, prior to the Closing, Seller has Actual Knowledge that any representation or warranty of Seller was inaccurate in any material respect on the Effective Date (a “Representations and WarrantiesSeller R&W Breach”) are incorporated herein as if set forth ), or was true when given on the Effective Date but became inaccurate in full and are any material respect after the Effective Date (a part of this Agreement“Seller R&W Change”). If, prior to the Closing, there occurs Buyer has Actual Knowledge (whether from Seller or its own investigation) that a material change Seller R&W Breach has occurred and Seller is unable to cure such Seller R&W Breach within ten (10) days after notice from Buyer of such R&W Breach, such Seller R&W Breach shall be a default on the part of Seller, and Buyer, in its sole discretion, shall have the condition right, as its sole and exclusive remedies, to (i) terminate this Agreement, upon which termination the Xxxxxxx Money (plus interest earned thereon) shall be returned to Buyer, and if such Seller R&W Breach has resulted in a loss in excess of title or the Property or any matter addressed in the Representations and WarrantiesMaterial Damage Floor, Seller shall immediately notify pay the Expense Reimbursement to Buyer as within ten (10) Business Days after delivery to Seller of reasonable evidence of the changeloss sustained by Buyer and a statement of Buyer’s reimbursable expenses, in which case the Parties shall have no further rights or obligations under this Agreement except for those rights and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties obligations which expressly survive the termination of this Agreement but only with respect Agreement, or (ii) waive such Seller R&W Breach and proceed to circumstances and conditions that existed on Closing. If, prior to the Closing, provided thatBuyer has Actual Knowledge (whether from Seller or its own investigation) that a Seller R&W Change has occurred, if such Seller R&W Change was not caused by a material breach by Seller of its covenants under this Agreement or by an affirmative, intentional act on the part of Seller which caused such representation and warranty to become inaccurate in any material respect, and Seller is unable within ten (10) days after notice from Buyer of such R&W Change to eliminate such inaccuracy, Buyer shall have knowledge the right, as its sole and exclusive remedy, to (i) terminate this Agreement, upon which termination the Xxxxxxx Money (plus interest earned thereon) shall be returned to Buyer and the Parties shall have no further rights or obligations under this Agreement except for those rights and obligations which expressly survive termination of this Agreement, or (ii) waive such Seller R&W Change and proceed to Closing. If, however, such Seller R&W Change was caused by a material breach by Seller of its covenants under this Agreement or by an affirmative, intentional act on the part of Seller which caused such representation and warranty to become inaccurate in any material respect, such Seller R&W Change shall constitute a Seller R&W Breach, and if Seller is unable to cure such Seller R&W Breach within ten (10) days after notice from Buyer of such Seller R&W Breach, such Seller R&W Breach shall be a default on the part of Seller, and Buyer, in its sole discretion, shall have the right, as its sole and exclusive remedies, to (i) terminate this Agreement, upon which termination the Xxxxxxx Money (plus interest earned thereon) shall be returned to Buyer, and if such Seller R&W Breach has resulted in a loss in excess of the Closing Date Material Damage Floor, Seller shall pay the Expense Reimbursement to Buyer within ten (10) Business Days after delivery to Seller of reasonable evidence of the loss sustained by Buyer and a statement of Buyer’s reimbursable expenses, in which case the Parties shall have no further rights or obligations under this Agreement except for those rights and obligations which expressly survive termination of this Agreement, or (ii) waive such Seller R&W Breach and proceed to Closing. If, prior to the Closing, Buyer has Actual Knowledge that any representation or warranty of Seller is inaccurate in any material respect and Buyer consummates the Closing, such representation or warranty shall be deemed modified by Buyer’s Actual Knowledge. Seller shall be liable to Buyer for a breach by Seller of any one or more of the Representations or Warranties representations and warranties of Seller are false made herein, only if (i) the breach thereof is first discovered subsequent to Closing, (ii) the claim thereon is asserted by Buyer to Seller in writing on or inaccuratebefore the date one (1) year after Closing, then and (iii) the amount of any such loss, cost, liability, damage and expense suffered by Purchaser (when aggregated with all other amounts for which Seller may be liable in connection with breaches of its representations, warranties or covenants under this Agreement) shall exceed the Material Damage Floor. In no event shall the amount of any such loss, cost, liability, damage and expense for which Seller shall not have any liability be liable under this Section 10 (when aggregated with all other damages for which Seller may be liable in connection with breaches of its representations, warranties or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon covenants under this Agreement) exceed the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSMaterial Damage Ceiling.

Seller’s Representations and Warranties. The representations Seller represents and warranties included in Attachment B (the “Representations and Warranties”) are incorporated herein as if set forth in full and are a part of this Agreement. If, prior warrants to Closing, there occurs a material change in the condition of title or the Property or any matter addressed in the Representations and Warranties, Seller shall immediately notify Buyer as follows: (i) Seller is a public entity and has the full power and authority to enter into and comply with the change, and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination terms of this Agreement but only and has, or at Closing will have, obtained all necessary consents and approvals required for Seller to enter into and consummate the Transactions; (ii) This Agreement and all documents executed by Seller in connection with respect this Agreement which are to circumstances and conditions that existed on be delivered to Buyer at Closing, provided thatare or at the time of Closing will be, if Buyer duly authorized, executed and delivered by Seller, and are, or at Closing will be, valid and binding obligations of Seller and do not, and at the time of Closing will not, violate any provisions of any agreement or judicial order to which Seller is a party or to which Seller is subject. (iii) Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code. (iv) Seller is currently (a) in compliance with and shall at all times during the term of this Agreement remain in compliance with OFAC and any statute, executive order (including Executive Order 13224, dated September 24, 2001 and entitled “Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism”), or regulation relating thereto, and (b) not listed on, and shall not during the term of this Agreement be listed on, the Specially Designated Nationals and Blocked Persons List maintained by OFAC and/or on any other similar list maintained by OFAC or other governmental authority pursuant to any authorizing statute, executive order, or regulation. (v) To Seller’s actual knowledge, there are no pending legal actions or arbitrations, at law or in equity, affecting the Property, and none have knowledge been threatened in writing against Seller. (vi) To Seller’s actual knowledge, Exhibit H is a complete list of all Leases affecting the Property as of the Effective Date and the Leases that have been provided to Buyer by Seller are copies of the Leases that Seller uses in the ordinary course of Seller’s ownership and operation of the Property. Notwithstanding anything to the contrary contained in this Agreement, Seller does not represent or warrant that any particular Lease will be in force or effect at Closing or that the Tenants under the Leases will have performed their obligations thereunder. The termination of any Lease prior to Closing by reason of the Tenant's default shall not affect the obligations of Buyer under this Agreement in any manner or entitle Buyer to an abatement of or credit against the Purchase Price or give rise to any other claim on the part of Buyer. (vii) To Seller’s actual knowledge, Exhibit I is a complete list of all Operating Agreements affecting the Property as of the Effective Date and the Operating Agreements that have been provided to Buyer by Seller are copies of the Operating Agreements that Seller uses in the ordinary course of Seller’s ownership and operation of the Property. (viii) To Seller’s actual knowledge, Seller has not received written notice from any governmental authority of any environmental condition at the Property that does not comply with applicable environmental laws and regulations, except as disclosed in any environmental report obtained by Buyer or in any materials delivered or made available to Buyer in connection with Buyer’s due diligence investigation of the Property. (ix) To Seller’s actual knowledge, Seller has not received written notice from any governmental authority of any violation of any applicable law, ordinance, rule or regulation applicable to the Property that have not been cured. (x) To Seller’s actual knowledge, Seller has not received written notice from any governmental authority of any pending condemnation action against any of the Representations or Warranties of Seller are false or inaccurate, then Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSProperty.

Seller’s Representations and Warranties. The In consideration of Buyer’s entering into this Agreement and as an inducement to Buyer to purchase the Real Property from Seller, Seller makes the following representations and warranties included to Buyer: (a) Seller is a limited liability company organized and in Attachment B (good standing under the “Representations laws of the State of Delaware. Subject to KBS Growth & Income REIT, Inc.’s obtaining board approval pursuant to Section 7.2(g) above, Seller has the legal right, power and Warranties”authority to enter into this Agreement and to consummate the transactions contemplated hereby, and subject to KBS Growth & Income REIT, Inc.’s obtaining board approval pursuant to Section 7.2(g) are incorporated herein as if set forth in full above, the execution, delivery and are a part performance of this Agreement have been duly authorized and no other action by Seller is requisite to the valid and binding execution, delivery and performance of this Agreement. If, prior except as otherwise expressly set forth herein. (b) There is no agreement to Closingwhich Seller is a party or to Seller’s Actual Knowledge binding on Seller which would prevent Seller from consummating the transaction contemplated by this Agreement. (c) To Seller’s Actual Knowledge, there occurs a material change except as disclosed on Schedule 3 attached hereto, Seller has received no written notice from any governmental agency in the condition of title or last 12 months that the Property or the current use and operation thereof violate any matter addressed in the Representations and Warrantiesapplicable federal, Seller shall immediately notify Buyer as state or municipal law, statute, code, ordinance, rule or regulation (including those relating to the changeenvironmental matters), and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination of this Agreement but only except with respect to circumstances such violations as have been fully cured prior to the date hereof. (d) To Seller’s Actual Knowledge, except as disclosed on Schedule 3 attached hereto, Seller has not received written notice from any governmental agency of any currently pending condemnation proceedings relating to the Property. (e) To Seller’s Actual Knowledge, except as disclosed on Schedule 3 attached hereto, except with respect to slip and conditions fall and similar claims or matters covered by Seller’s commercial liability insurance policy, Seller has not received service of process with respect to any litigation that existed on Closing, provided that, if Buyer shall have knowledge as has been filed and is continuing against Seller that arises out of the Closing Date that any ownership of the Representations Property and would materially affect the Property or Warranties of Seller are false the use thereof, or inaccurate, then Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSSeller’s ability to perform hereunder.

Seller’s Representations and Warranties. Seller represents and warrants to Purchaser as follows as of the date hereof (unless otherwise stated) and as of the Closing Date: A. The facts described in the recitals to this Agreement are true and correct. B. Seller is a duly formed and validly existing corporation in good standing under the laws of the State of Illinois; Seller has been duly authorized to execute this Agreement and to consummate the transaction contemplated hereby; the persons executing this Agreement and all of the documents required to consummate the transaction contemplated hereby have been duly authorized to execute such documents and to bind Seller. C. Seller is the fee simple owner of the Property. D. Seller is not a "foreign person" within the meaning of Section 1445(F)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), and Seller shall on the Closing Date provide Purchaser with all instruments and documents required by Section 1445 of the Code to comply therewith. E. Seller has taken all necessary corporate actions and obtained all necessary consents to authorize its execution, delivery and performance of this Agreement and the transaction contemplated hereby, and this Agreement is enforceable against Seller. F. There is no legal action pending which would materially affect the ability of Seller to carry out the transaction contemplated by this Agreement. Each of the representations and warranties included contained in Attachment B Section VIII of this Agreement shall survive the date of Closing and/or the expiration or termination of this Agreement for a period of six (the “Representations 6) months (except for Seller's representation and Warranties”warranty contained in Section VIII(j), which shall survive indefinitely). Seller agrees to indemnify and hold Purchaser free and harmless from and against all losses, damages, costs and expenses (including attorneys' fees and expenses) are incorporated herein sustained by Purchaser as if set forth a result of any inaccuracy or breach of any representation or warranty of Seller contained in full and are a part Section VIII of this Agreement. IfNotwithstanding anything contained herein or elsewhere in this Agreement to the contrary, prior in the event any of Seller's representations or warranties made in this Section VIII are untrue, inaccurate or incorrect in any material respect, the aggregate liability of Seller arising pursuant to Closing, there occurs or in connection with a material change in the condition breach of title or the Property or any matter addressed in the Representations such representations and Warranties, Seller shall immediately notify Buyer as to the change, and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination of this Agreement but only with respect to circumstances and conditions that existed on Closing, provided that, if Buyer shall have knowledge as of the Closing Date that any of the Representations or Warranties of Seller are false or inaccurate, then Seller warranties shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon exceed the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSPurchase Price.

Seller’s Representations and Warranties. Except as to such matters that Seller has advised Xxxxx to the contrary, all of Seller’s express representations and warranties set forth herein, to the best of Seller’s knowledge, shall be true and correct as of the Execution Date and at the close of escrow of the respective phases. The representations and warranties included of Seller in Attachment B (the “Representations and Warranties”) are incorporated herein as if set forth in full and this Agreement are a part of material inducement for Buyer to enter into this Agreement. If, prior to Closing, there occurs a material change in the condition of title or Buyer would not purchase the Property or any matter addressed in the Representations from Seller without such representations and Warranties, warranties of Seller. Seller shall immediately notify Buyer as in writing immediately if Seller receives actual knowledge that any representation or warranty made by Seller herein has become untrue. Seller warrants and represents to Buyer, to the change, and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination best of this Agreement but only with respect to circumstances and conditions that existed on Closing, provided that, if Buyer shall have it’s knowledge as of the Closing Agreement Date that as follows: i. There are no claims, actions, suits or proceedings continuing, pending or threatened which would affect Seller, Buyer, the Property or this transaction. ii. All documents delivered to Buyer by Seller and its agents are complete originals or true and correct copies thereof. iii. No Hazardous Materials (as hereinafter defined) have been stored on or under the Property, used or disposed of on the Property; nor have Hazardous Materials migrated on or into the Property, unless otherwise disclosed in writing to the Buyer and attached to this Agreement. As used herein, the term “Hazardous Materials” shall mean any substance, material, waste, chemical, mixture or compound which: (i) is flammable, ignitable, radioactive, hazardous, toxic, corrosive or reactive, and which is regulated under law or by a public entity, (ii) is a “Hazardous Substance” as defined or listed under the federal Comprehensive Environmental Response, Compensation and Liability Act of the Representations or Warranties of Seller are false or inaccurate, then Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties 1980 (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSESCERCLA), WHETHER EXPRESSED OR IMPLIEDor any regulations promulgated there under, INCLUDINGas amended, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY(iii) is crude oil, OR ANY SUPPLIERpetroleum, CONTRACTORnatural gas, SUBCONTRACTORor distillates or fractions thereof, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONINGand/or (iv) damages or threatens to damage health, LAND VALUEsafety, OR GOVERNMENTAL APPROVALSor the environment, or is required by any law or public entity to be remediated, including remediation which such law or public entity requires in order for property to be put to any lawful purpose.

Seller’s Representations and Warranties. Seller represents and warrants to Purchaser that the following are true, complete and correct as of the Effective Date and shall be true, complete and correct as of each Closing Date (with respect to the Properties being transferred and conveyed as of such Closing Date): (a) Seller is duly organized, validly existing, and in good standing under the laws of the State in which Seller was incorporated. Seller has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby has been duly authorized by all necessary corporate action and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and, assuming the due authorization, execution and delivery of this Agreement by Purchaser, constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as may be limited by (i) any bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights, and (ii) the law of fraudulent transfer and conveyance. (b) Neither the execution and delivery of this Agreement nor its performance by Seller will conflict with or result in the breach of any contract, agreement, or Applicable Laws to which Seller is a party, other than Leases, ground leases or Permitted Exception documents for which Required Consents are necessary as set forth in Section 5.2(c). (c) No approvals, consents, authorizations, declarations, registrations or notices of or to any Governmental Entity that have not been received or made is required by or with respect to Seller in connection with the execution, delivery and performance of this Agreement by Seller or the consummation by Seller of the transactions contemplated hereby except for (i) the filing of any premerger notification and report forms and the expiration or termination of any waiting periods required by the HSR Act, (ii) any applicable approvals, consents, authorizations, declarations, registrations or notices under any pharmacy regulations or to any Governmental Entities or third party administrators in connection with the transactions contemplated under Article II (“Pharmacy Approvals”), and (iii) any other approvals, consents, authorizations, declarations, registrations or notices that, if not made or obtained, would not materially and adversely affect the ability of Seller to perform its obligations under this Agreement or under any instrument, document or agreement required to be executed and delivered pursuant hereto (collectively, the “Related Agreements”) or to consummate the transactions contemplated hereby or thereby. (d) Seller is the owner of the Personal Property, free and clear of all liens and encumbrances. (e) Seller has not entered into any currently effective agreement to lease (other than the Leases), sell, mortgage or otherwise encumber or dispose of its interest in any of the Transferred Assets or any part thereof (other than currently effective Subleases, or otherwise in the ordinary course of business), except for this Agreement, any Permitted Exceptions and mortgages, deeds of trust or other encumbrances that will be satisfied and released from the Properties at or before the Closing. (f) Except as set forth on Schedule 8.1(f) attached hereto, to the knowledge of Seller, Seller has not received any written notice that the Transferred Assets or any part thereof are presently in violation in any material respect of any Applicable Laws, or any covenants or restrictions of record applicable to the particular Transferred Assets, provided that notwithstanding anything to the contrary herein, the provisions of this Section 8.1(f) relating to Violations shall be applicable only as of the Effective Date, and any Violations issued with respect to the Properties subsequent to the Effective Date shall be governed by Section 5.1(d) hereof. (g) Except as set forth on Schedule 8.1(g), to the knowledge of Seller, there is no action, proceeding or investigation pending or threatened against or involving the Transferred Assets or against Seller with respect to the Transferred Assets before any court or governmental department, commission, board, agency or instrumentality. (h) Except as set forth on Schedule 8.1(h) attached hereto, Seller has not received written notice of any proposed material reassessment of any Property for purposes of real estate taxes. Except as set forth on Schedule 8.1(h-1), Seller has not received written notice of any special or general assessments affecting any Property. (i) Schedule 1.1(b)-1 describes all of the Leases, including all amendments, modifications and revisions thereof (all of which are deemed included within the term “Leases” defined herein), and Seller has made available to Purchaser true and complete copies of all Leases, except as set forth on Schedule 1.1(b)-1. Each of the Leases is in full force and effect. To Seller’s knowledge, no commissions to any broker or leasing agent and payable by Seller are due or will become due pursuant to an agreement made by Seller on account of any of the Leases or upon extension or renewal of the original term thereof, whether or not pursuant to an option or other rights contained in the Lease. Except as set forth on Schedule 8.1(i)-1 attached hereto, Seller has not received or given any written notice from or to a Landlord that any default exists on the part of the Seller or the respective Landlord under any of the Leases, which default has not been cured. Schedule 8.1(i)-2 discloses all unapplied security and other deposits held by Landlords under the Leases. Seller has not made any advance payment of rent (other than for the current month) on account of any of the Leases. All written or oral leases, subleases, license agreements, concession agreements or tenancies or rights of possession affecting the Leased Properties entered into by Seller other than the Leases (collectively, the “Subleases”) shall be terminated effective at or prior to each Occupancy Delivery Date (except for those Subleases and consent agreements listed on Schedule 8.1(j), which shall not be terminated (the “Approved Subleases”)). All of the Leases are assignable by Seller at Closing as contemplated by this Agreement without the consent of any other party, except for the Required Consents. The square footage amounts for Seller’s stores at the Properties set forth on Schedule 8.1(i)-3 do not include any of the space subleased under the Approved Subleases. (j) (i) Schedule 8.1(j) describes the Approved Subleases, including all amendments, modifications and revisions thereof (all of which are deemed included within the term “Approved Subleases”), and, except for the Additional Approved Sublease Documents, Seller has made available to Purchaser true and complete copies of all the Approved Subleases, (ii) each of the Approved Subleases is in full force and effect, (iii) except as set forth in Schedule 8.1(j), Seller has not received or given any written notice from or to a subtenant that any default exists on the part of Seller or the subtenant under any of the Approved Subleases, which default has not been cured, and, to Seller’s knowledge, no subtenant is currently in default in any material respect under any Approved Sublease, (v) to Seller’s knowledge, no right or claim of setoff against rent exists or has been claimed in writing to exist by any subtenant under the Approved Subleases, (vi) Schedule 8.1(j) discloses all security and other deposits made by each subtenant under the Approved Subleases, (vii) Seller has not received any advance payment of rent (other than for the current month) under any of the Approved Subleases except as shown on Schedule 8.1(j), and (viii) the premises subleased pursuant to the Approved Subleases are located outside the walls of Seller’s store operated on each Property. Notwithstanding the foregoing, with respect to those Approved Subleases comprising consent agreements and not actual Subleases, Seller’s representations and warranties included in Attachment B (set forth above shall only be made to Seller’s knowledge. Notwithstanding anything herein to the “Representations contrary, with respect to Seller’s representations and Warranties”) are incorporated herein as if warranties set forth in full Section 8.1(i) and are a part (j) of this Agreement. If, prior to Closing, there occurs a material change upon receipt by Purchaser of an estoppel letter (in the condition of title form described in this Agreement) from a Landlord or the Property or subtenant, as applicable, for any matter addressed in the Representations Property, Seller’s representations and Warranties, Seller shall immediately notify Buyer as to the change, and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination of this Agreement but only warranties with respect to circumstances the matters contained in such estoppel letter shall terminate and conditions that existed be of no further force or effect. (k) Except as disclosed on ClosingSchedule 8.1(k) attached hereto and except as disclosed in any Phase 1 or Phase 2 reports or other due diligence information or materials received by Purchaser, provided that, if Buyer shall have knowledge as Seller has received no written notice: (i) of the Closing Date presence of any under or above-ground storage tanks on, in or under any Property; (ii) that there are any uncured violations of Environmental Laws that have been issued and are currently in effect with respect to (x) any Hazardous Materials or any asbestos-containing materials, lead-based paint, or mold contamination on, in or under any Property; or (y) the presence of any polychlorinated biphenyls or radioactive materials located on any Property. To Seller’s knowledge, there is no ongoing environmental remediation or investigation being performed by or on behalf of Seller with respect to any of the Representations or Warranties of Seller are false or inaccurate, then Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSProperties.

Seller’s Representations and Warranties. The representations A. Seller represents and warranties included in Attachment B warrants to Purchaser the following: (i) As of the “Representations and Warranties”) are incorporated herein as if set forth in full and are a part date of this Agreement. If, prior to Closingthe "Actual Knowledge of Seller" (as hereinafter defined), there occurs a except as set forth on EXHIBIT H attached hereto, Seller has received no written notice from any governmental authority of any material change in the condition violation of title any, state or federal law, rule or regulation concerning the Property or any matter addressed in the Representations and Warranties, Seller shall immediately notify Buyer as part thereof which has not been cured prior to the change, and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination date of this Agreement but only Agreement; provided, however, that Seller makes no representation or warranty with respect to circumstances (A) the information or matters disclosed in the items set forth in EXHIBIT P attached hereto, and conditions that existed (B) the Property's compliance with the American with Disabilities Act. (iii) Except as set forth on ClosingEXHIBIT I attached hereto, provided that, if Buyer shall have knowledge as of the Closing Date that date of this Agreement, Seller has received no written notice of any pending litigation with respect to the Property which would affect the Property after Closing. (iv) Prior to the date of this Agreement, Seller has calculated the reconciliation of Operating Expenses and Operating Expense Reimbursements for calendar year 1996 and has billed the tenants for any remaining amounts owed to Seller as a result of such reconciliation. In those instances where a refund is owed to a tenant, Seller has either refunded such amount to the tenant in question, offset such refund against amounts owed to Seller by the tenant or offset such refund against present and/or future amounts of Base Rent or Operating Expense Reimbursements to be paid by the tenant(s). (v) To the actual knowledge of Seller and with the exception of any leasing commissions owed in connection with the New Leases set forth on EXHIBIT S and any other New Leases executed after the date of this Agreement, there are no leasing commissions due and payable in connection with any of the Representations Leases. B. When used in this Agreement, the term "Actual Knowledge of Seller" shall mean and be limited to the actual (and not imputed, implied or Warranties constructive) current knowledge of Seller are false or inaccurateXxxxxx Xxxxxxxxx, then Seller Director - Dispositions of Equity Office Holdings, L.L.C., a Delaware limited liability company ("EOH") and Xxxx Xxxxxx, Regional Vice President of the management company for the Property, Equity Office Properties, L.L.C., a Delaware limited liability corporation. Notwithstanding anything herein to the contrary, neither Xxxxxx Xxxxxxxxx nor Xxxx Xxxxxx shall not have any personal liability or obligation respecting liability whatsoever with respect to any matters set forth in this Agreement or any of Seller's representations and/or warranties herein being or becoming untrue, inaccurate or incomplete in any respect (it being understood that, subject to the provisions of this Agreement, Seller's liability under this Agreement is not limited by the limitation on personal liability of such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Dateindividuals). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALS.

Seller’s Representations and Warranties. The representations (a) Seller shall maintain the Subject Premises until the Closing in substantially its present condition, normal wear and warranties included tear excepted. Seller shall operate the Subject Premises in Attachment B (the “Representations and Warranties”) are incorporated herein ordinary course, as if set forth in full and are a part it has been operated prior to the date of this Agreement. IfSeller shall not, prior without Buyer’s consent, enter into any contract or lease for, on behalf of, or affecting the Subject Premises which cannot be terminated within thirty (30) days without charge, cost, penalty, or premium. (b) To the best of Seller’s knowledge, Seller is not aware of any underground storage tanks, nor has the Subject Premises been used for storage or disposal of hazardous waste. The term “hazardous waste,” as used herein, shall mean substances deemed hazardous pursuant to Closingand federal, there occurs a material change in the condition of title State or local laws. (c) Xxxxx acknowledges that Buyer will have, or has had, an opportunity to inspect the Property or any matter addressed and agrees to accept the Subject Premises in the Representations and Warranties, Seller shall immediately notify Buyer as to the change, and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination of this Agreement but only with respect to circumstances and conditions that existed on Closing, provided that, if Buyer shall have knowledge its “AS IS” condition as of the Closing Date that Date. Buyer has not relied upon any implied or express warranties of Seller, or Seller’s employees or agents, in connection with the Subject Premises or its purchase, except as specifically set forth in this Agreement. Except as expressly provided to the contrary elsewhere herein, Seller hereby specifically disclaims any warranty, guarantee, or representation, oral or written, past, present, or future, of, as to, or concerning the nature and/or condition of the Representations Subject Premises, including, without limitation, the size, square footage, location of boundaries, environmental condition, soil and geology of the Subject Premises, and the suitability thereof for any structure, or Warranties ag related activity which Buyer may construct or pursue thereon and the condition and suitability or fitness for a particular purpose (whether or not known to Seller) of any improvement located on the Subject Premises. (d) By purchase hereof, Xxxxx does hereby release Seller are false with respect to any and all conditions of the property as described in this Section 10, or inaccurate, then Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSelsewhere herein.

Seller’s Representations and Warranties. The representations Seller represents and warranties included in Attachment B warrants to Purchaser as follows: (i) At Close of Escrow, Seller will have and will convey to Purchaser good and indefeasible title to the Real Property, Appurtenances and Improvements by Special Warranty Deed (the “Representations "Deed"), subject only to the Permitted Exceptions. (ii) To Seller's Actual Knowledge, the Rent Roll is true and Warranties”correct in all material respects. (iii) To Seller's Actual Knowledge, as of the Effective Date, Seller has received no notice from any governmental authority with jurisdiction over the Property of any current violation by the Property of any laws, ordinances or regulations applicable to the Property. Seller shall immediately provide Purchaser with a copy of any such notices received after the Effective Date. (iv) To Seller's Actual Knowledge, there is no litigation pending against Seller that arises out of the ownership of the Property; (v) To Seller's Actual Knowledge, no condemnation or eminent domain proceedings are incorporated herein pending or threatened against the Property. (vi) This Agreement and all documents executed by Seller that are to be delivered to Purchaser at the Close of Escrow are, or at the time of Close of Escrow will be, duly authorized, executed and delivered by Seller, and are, or at the time of Close of Escrow will, be legal, valid and binding obligations of Seller, and do not, and at the time of Close of Escrow, will not, violate any provisions of any contract or judicial order to which Seller is a party or to which Seller is subject. (vii) To Seller's Actual Knowledge, the Financial Data provided to Purchaser by Seller are true and correct in all material respects. (viii) To the best of Seller's knowledge, all Due Diligence Items provided to Purchaser are true, correct and complete copies of such items. None of the Due Diligence Items provided to Purchaser has been amended, modified or terminated by Seller except as if set forth disclosed in full writing to Purchaser. (ix) There are no contracts or agreements relating to the ownership, operation and are maintenance of the Property that will survive the Closing, other than the Service Contracts that Purchaser elects to assume at Closing. (x) From and after the execution of this Agreement to and including the Closing Date, Seller shall cause its Property Manager to manage and maintain the Property and to market and rent available apartment units in a part manner consistent with its historical practices. For the purposes of this Agreement. If, prior whenever the phrase "to ClosingSeller's Actual Knowledge" is used, there occurs a material change in the condition of title or the Property or any matter addressed in the Representations and Warranties, Seller then it shall immediately notify Buyer as be deemed to refer to the changeactual knowledge of John F. Kennedy, and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination of this Agreement but only with respect to circumstances and conditions that existed on Closing, provided that, if Buyer shall have knowledge as of the Closing Date that any of the Representations or Warranties of Seller are false or inaccurate, then Seller shall not have any liability or obligation respecting without such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSpersox xxxxxxxxxxx xny investigation.

Seller’s Representations and Warranties. The To induce Purchaser to enter into this Agreement and to consummate the transaction described in this Agreement, Seller hereby makes the express representations and warranties included in Attachment B Sections 7.1.1 through 7.1.26 inclusive, upon which Seller acknowledges and agrees that Purchaser is entitled to rely. Seller shall have the right to modify or update any representation and warranty in this Agreement to the extent that (i) such representation and warranty needs to be modified or updated to maintain the truth or accuracy of the applicable representation or warranty or the information disclosed therein, and (ii) Seller did not have Knowledge of the facts giving rise to the modification or update at the time the Due Diligence Materials were made available to Purchaser or at the time that the representation and warranty was made. If Seller modifies or updates any representation or warranty or in the event Purchaser acquires Knowledge from a reasonably reliable source of a fact which, if true, would modify or update any representation or warranty of Seller (each, a “Representations Post Effective Date Disclosure”), then (A) Purchaser shall have the right to terminate this Agreement if, and Warranties”only if, the corresponding representation or warranty or other information would be untrue or incorrect in any material respect in the absence of such Post Effective Date Disclosure which is amended or supplemented by such Post Effective Date Disclosure and would, in Purchaser’s reasonable discretion, result in a material adverse effect to (x) are incorporated herein Purchaser’s ownership of the Property, (y) the operation of the Business upon or after Closing or (z) the value of the Hotel (or related Property or Business), and (B) if Purchaser proceeds to Closing notwithstanding such Post Effective Date Disclosure, the corresponding representation, warranty or other information shall be deemed qualified by such Post Effective Date Disclosure for the purposes of limiting the defense and indemnification obligations of Seller under this Agreement. For the avoidance of doubt, the discovery by Purchaser or delivery by Seller of any Property Agreement following the Effective Date shall be automatically deemed to result in a material adverse effect as if set forth in full and are a part of this Agreement. IfSection 7.1, prior triggering Purchaser’s right to Closing, there occurs a material change in the condition of title or the Property or any matter addressed in the Representations and Warranties, Seller shall immediately notify Buyer as to the change, and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination of terminate this Agreement but only with respect to circumstances and conditions that existed on Closing, provided that, if Buyer shall have knowledge as of the Closing Date that any of the Representations or Warranties of Seller are false or inaccurate, then Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties more particularly set forth in clause (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSA) hereinabove.

Seller’s Representations and Warranties. The representations Seller hereby warrants, represents and warranties included agrees that the provisions set out in Attachment B this Section 7 are materially true and correct as of the date hereof and will be materially true and correct on the Closing (i) Seller holds the “Representations Property under an unrecorded Virginia Land Trust, a true and Warranties”correct copy of which has been provided to Purchaser and such Trust has not been modified or amended since the date provided to Purchaser; (ii) Seller has all requisite power and authority to enter into this Agreement and to complete the transactions provided for herein; (iii) the execution, delivery and performance of this Agreement will not constitute or result in a violation or breach by Seller of any judgment, order, writ, injunction, or decree issued against or imposed on Seller or will result in a violation of any Legal Requirement to which Seller is a party or by which it is bound; and (iv) Presxxx Xxxxxxxxx xxx Jonaxxxx X. Xxxxxx xxx the sole trustees of Viginia, L.C. as to the Property sold herein. (b) Seller owns fee simple title to the Property and such ownership is free and clear of all Encumbrances other than the Permitted Encumbrances. There are incorporated herein as if set forth in full no Private Covenants affecting the Property or Seller's obligations hereunder that will (i) affect the use and are a part operation of the Property after Closing except private covenants which can be terminated with thirty (30) days notice without penalty to Purchaser, or (ii) affect Seller's obligations hereunder. Seller is the sole owner of the Property, and no consent is required from any third party other than the beneficiary of the Trust, Virginia, L.C., for the sale of the Property under this Agreement. IfBy signing below, prior Seller represents and warrants that Virginia, L.C. has consented to Closingthe execution and delivery of this Agreement and has agreed to sell the Property to Purchaser upon the terms and conditions contained in this Agreement. (c) No claim or demand has been made and there is no litigation, condemnation, zoning, or administrative proceeding or real estate tax protest or proceeding pending against or affecting Seller or all or any portion of the Property that, if decided or determined adversely to Seller or the Property, would impair Seller's ability to consummate the transactions provided for in this Agreement. Between the effective date of this Agreement and the Closing Date, Seller will not request or give its consent to any pending zoning variance with respect to the Property except as requested or agreed to by Purchaser. (d) Seller has not received any written notice of (nor is there occurs a material change to the best of Jonaxxxx X. Xxxxxx xxx Presxxx Xxxxxxxxx' xxowledge): (i) any alleged violation of any Private Covenant or Legal Requirement, including, without limitation, applicable zoning laws, building codes, environmental laws or regulations, (except as may be shown in the condition Apex Environment reports obtained by Purchaser (e) All utilities, to the best of title Seller's knowledge, including, but not limited to, water, sanitary sewer, storm sewer, electricity, gas, telephone and trash removal are available at the boundary of the Property in capacities adequate for the operation of the Improvements presently located on the Property, and the cost of installation and connection of such utilities has been fully paid. (f) Seller has not received any notice from any federal, state, county, municipal or other governmental department or agency concerning the need for immediate action to clean up any petroleum product or other Hazardous Waste discharge or seepage. (g) Access to the Property is available by public streets, and Seller has no knowledge of any plans to change the highway or road system adjacent to the Property, except as may be shown in the Clarendon Sector Plan (prepared by the Arlington County Planning staff). (h) To the best of Seller's knowledge the Property has all appurtenant easements that are necessary for the installation, maintenance and use of facilities for water, sanitary sewer, storm sewer, electricity, gas, and telephone services. (i) Neither Seller nor the Property or any matter addressed portion thereof is in the Representations and Warrantieshands of a receiver nor is an application for a receiver pending or to Seller's knowledge, threatened. Seller shall immediately notify Buyer as has not made an assignment for the benefit of creditors, nor has Seller filed, or had filed against it, any petition in bankruptcy. (j) There is no pending or, to the changebest of Seller's knowledge, threatened litigation, proceeding or investigation which might materially adversely affect the ownership, use, value, operation or title of the Property. (k) There are no occupancy rights (written or oral), leases or tenancies affecting the Property, other than the Leases. (l) All materials and work supplied to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination of this Agreement but only with respect to circumstances and conditions that existed on Closing, provided that, if Buyer shall Property have knowledge as been paid or will be paid by Seller 30 days of the Closing Date Date. (m) Exhibit D sets forth a list of all of the equipment leases, waste disposal, snow removal, landscaping, maintenance or building service, management or other agreements relating to the ownership or operation of the Property that are not subject to cancellation on thirty (30) days notice. (n) Seller has not entered into any collective bargaining agreement or other contract or agreement with any labor organization or other representative or any of Seller's employees, nor is any such contract or agreement presently being negotiated. (o) Seller has no employees working at the Property and Purchaser will have no obligations to any of the Representations or Warranties of Seller are false or inaccurate, then Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSSeller's employees.

Seller’s Representations and Warranties. The representations Seller represents and warranties included --------------------------------------- warrants that as of the date hereof, and as of the Closing: (A) Seller is a limited partnership, duly organized and validly existing under the laws of the State of Texas and is duly qualified to do business and is in Attachment B good standing with the governmental agencies having jurisdiction over the Assets; (B) Seller has the “Representations requisite power and Warranties”) are incorporated herein as if authority to enter into this Agreement, to carry out the transactions contemplated hereby, to transfer the Assets in the manner contemplated by this Agreement, and to undertake all of the obligations of Seller set forth in this Agreement; (C) This Agreement and any documents or instruments delivered by Seller at the Closing shall constitute legal, valid and binding obligations of Seller, enforceable in accordance with their terms; (D) Seller has good and marketable title to the Related Assets and to the best of Seller's knowledge, the copies of the Leases provided to Buyer are true, correct and complete and Seller is not in material default under any of the Lease(s) to cause them not to be in full force and are a part effect; (E) To the best of Seller's knowledge, the production data and computer printouts or other data or documentation furnished by Seller to Buyer, and any supplement thereto, is complete and the information reported therein is correct, in all material respects, as of the date of such delivery, except that no representation or warranty is made as to interpretive data included therein or derived therefrom. From the date of this Agreement. IfAgreement until the Closing Date, prior to Closing, there occurs a should Seller become aware of any material change in the condition of title or the Property or any matter addressed matters reflected in the Representations such data and Warrantiesdocumentation theretofore furnished by Seller to Buyer, Seller shall immediately promptly notify Buyer of such change; (F) Except for the firm of Xxxxxx Xxxxxxx & Co., Seller has incurred no obligation or liability, contingent or otherwise, for brokers' or finders' fees in respect of the matters provided for in this Agreement, and, any such obligation or liability that exists shall remain an obligation of Seller, and Buyer shall have no responsibility therefor; (G) To the best of Seller's knowledge, with respect to the Oil and Gas and Leases and Contracts: (i) Seller has fulfilled all material requirements for filings, certificates, disclosures of parties in interest, and other similar matters contained in (or otherwise applicable thereto by law, rule or regulation) the Leases and Contracts in all material respects and is fully qualified to own and hold the Assets; (ii) there are no express obligations to engage in continuous development operations in order to maintain any Lease; (iii) there are no provisions applicable to such Leases or other documents which increase the royalty share of the lessor thereunder except as such increases are reflected in the Leases; and (iv) each of the foregoing are valid and subsisting and all rental payments, royalty payments, shut-in payments, or other payments or commitments required thereunder have been made and are current to date, and no material default exists with regard thereto; (H) With respect to the joint, unit or other operating agreements relating to the Assets, to the best of Seller's knowledge: (i) there are no outstanding calls or payments under authorities for expenditures for payments which are due or which Seller has committed to make which have not been made; (ii) Seller has informed Buyer of the status of all operations by less than all parties; and (iii) there are no operations under the operating agreements with respect to which Seller has become a non- consenting party; (I) Seller has not entered into any contracts for or received prepayments, take-or-pay arrangements, buydowns, buyouts for Oil and Gas, storage of the same, or other balancing arrangements which Buyer will be obligated to honor and make deliveries of Oil and Gas or refunds of amounts previously made under such contracts or arrangements; (J) To the best of Seller's knowledge, (i) all of the Xxxxx have been drilled and completed at legal locations within the boundaries of the appropriate Lease and (ii) all drilling and completion of the Xxxxx and all development and operations of the Assets have been conducted in all material respects in compliance with all applicable laws, ordinances, rules, regulations, permits, and judgments, orders and decrees of any court or governmental body or agency, including but not limited to Environmental Laws. To the best of Seller's knowledge, no Well is subject to penalties on allowables after the date hereof because of any overproduction or violation of applicable laws, rules, regulations, permits or judgments, orders or decrees of any court or governmental body or agency which would prevent such Well from being entitled to its full legal and regular allowance from and after the date hereof as prescribed by any court or governmental body or agency; (K) To the best of Seller's knowledge, all personal property and fixtures to be conveyed pursuant to this Agreement, including, but not limited to, the Related Assets, have been maintained in all respects in a state of repair so as to be adequate for normal operations and are in all respects in good working order, ordinary wear and tear excepted; (L) Except for the changelitigation styled South Dauphin II, Limited Partnership v. M-I Drilling Fluids, LLC, 98-12265, 000xx Xxxxxxxx Xxxxxxxx Xxxxx, Xxxxxx Xxxxxx, Texas, the benefits and obligations of which will be retained by Seller, there is no suit, or, to the best of Seller's knowledge, action, claim, investigation or inquiry pending or threatened arising out of or with respect to the ownership, operation or environmental condition of the Assets. (M) Seller is not aware of any facts relating to the condition of the Assets which may result in a suit, action, claim, investigation or inquiry with respect to Environmental Laws or regulations or other legal requirements thereunder. To the best of Seller's knowledge, the Assets have not been used by Seller to generate, treat, transport or dispose of any hazardous wastes, hazardous substances or any contaminant in violation of any Environmental Law; (N) To the best of Seller's knowledge (i) Seller has acquired all permits, licenses, approvals and consents from appropriate governmental bodies, authorities and agencies necessary to conduct operations on the Assets in material compliance with all applicable laws, rules, regulations, ordinances and orders; (ii) Seller is in compliance with all such permits, licenses, approvals and consents and with all applicable Environmental Laws, in all material respects; and (iii) all plans, applications, reports, certificates and other instruments filed with or furnished to any governmental body, authority or agency do not (1) contain any materially untrue statement of fact or (2) omit any statement of fact necessary to make the statements therein not materially misleading. There are no proceedings pending, and to offer Seller's knowledge, threatened, challenging, or seeking revocation or limitation of any such permits, licenses, approvals and consents; (O) Except as set forth on Exhibit 8.1(O), to extend the deadlines herein Seller's knowledge, no person shall have any call upon, option to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination of this Agreement but only purchase, or similar rights with respect to circumstances and conditions that existed on Closing, provided that, if Buyer shall have knowledge as any portion of the Closing Date that production from the Leases; (P) To Seller's knowledge, none of the statements, representations or warranties made by Seller in this Agreement or in any Exhibit delivered pursuant to this Agreement contains any untrue statements of any fact or fails to disclose any fact necessary to be disclosed in order to make the statements, representations or warranties contained herein or therein not misleading. Seller has no knowledge of any matter which materially and adversely affects the operations, prospects or condition of any of the Representations Assets which is not already public knowledge or Warranties which has not been disclosed to Buyer; (Q) Except for immaterial obligations incurred by Seller in normal day-to- day operations of Seller the Assets, there are false no borrowings, loan agreements, promissory notes, pledges, mortgages, guaranties, liens and similar liabilities (direct and indirect) which are secured by or inaccurate, then Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties constitute an encumbrance on the Assets; (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSESR) Except as set forth on Exhibit 8.1(R), WHETHER EXPRESSED OR IMPLIEDthere are no preferential rights providing a third party the option to purchase any of the Assets; (S) To the best of Seller's knowledge, INCLUDINGthe gas imbalances reflected on Exhibit 8.1(S) are true and correct; and (T) Titan Exploration, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTYInc. is a corporation duly incorporated, OR ANY SUPPLIERvalidly existing and in good standing under the laws of Delaware, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSand has requisite power and authority to provide the guaranty undertakings as provided at the end of this Agreement.

Seller’s Representations and Warranties. The representations and warranties included in Attachment B (the “Representations and Warranties”) are incorporated herein as if set forth in full and are a part of this Agreement. IfEach Seller, prior to Closing, there occurs a material change in the condition of title or the Property or any matter addressed in the Representations and Warranties, Seller shall immediately notify Buyer as to the change, and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination of this Agreement but only with respect to circumstances itself, hereby represents and conditions that existed on Closing, provided that, if Buyer shall have knowledge warrants to the Purchaser as of the Effective Date and again as of the Closing Date as follows: i. that such Seller has good and marketable title to their respective Interest, free and clear of any lien, pledge, security interest, claim, option, agreement, encumbrance or other restriction of whatever nature or kind; ii. that such Seller has not previously transferred any part of their respective Interest sold to Purchaser under the terms of this Agreement; iii. that such Seller has the full and complete right and power to make the Transfer contemplated by this Agreement; iv. both the execution and delivery of this Agreement by such Seller and by the undersigned signatory on behalf of the Representations Seller, and the performance of all obligations and delivery of all Closing Documents, have been duly and properly authorized by all proper, legal and duly authorized actions; v. if such Seller is a limited liability company or Warranties limited partnership, such Seller is in good standing under the laws of the State of Ohio, and that each of its nonindividual constituent members or partners, as applicable, is in good standing, and that to the extent that the execution of this Agreement or any actions contemplated hereby must be authorized by such Seller's members or partners, as applicable, such actions have been duly and properly authorized by all proper, legal and duly authorized actions. If such Seller are false is a limited liability company or inaccuratelimited partnership, then such Seller shall not have order and tender to Purchaser at the Closing, a good standing certificate issued by the Ohio secretary of state to confirm that the Seller is in good standing under the laws of the State of Ohio. The tender of such good standing certificate shall in no way release or excuse a Seller from the representations, warranties and obligations contained in this subsection; vi. that as to the Seller who is an individual, such Seller has the right and power to enter into this Agreement, and is under no restrictions, disabilities, or subject to any liability other condition which would in any way prohibit or obligation respecting restrict that individual Seller from executing this Agreement and performing all of that individual Seller's obligations under the terms of this Agreement; vii. no consents from any person, entity, lender or other third party of whatever nature or kind are required in order to enter into this Agreement and perform all of such false or inaccurate Representations or Warranties (Seller's obligations hereunder; and, viii. the Recitals set forth in this Agreement are true and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSaccurate in every respect.

Seller’s Representations and Warranties. The Seller represents and warrants to Buyer the matters set forth on Addendum II, which is incorporated herein by this reference as though fully set forth herein. Other than as expressly contained in this Agreement and Addendum II, Seller makes no representations or warranties of any kind relating to the Property or its condition or fitness. Buyer is entitled to rely on Seller’s representations and warranties included notwithstanding Buyer’s inspection and investigation of the Property, except to the extent that Buyer has Actual Knowledge on or before the Closing Date that any such representation or warranty is inaccurate in Attachment B any material respect, and such inaccuracy did not result from a Seller R&W Breach (as defined below). Seller shall promptly notify Buyer if, prior to the Closing, Seller has Actual Knowledge that any representation or warranty of Seller was inaccurate in any material respect on the Effective Date (a “Representations and WarrantiesSeller R&W Breach”) are incorporated herein as if set forth ), or was true when given on the Effective Date but became inaccurate in full and are any material respect after the Effective Date (a part of this Agreement“Seller R&W Change”). If, prior to the Closing, there occurs Buyer has Actual Knowledge (whether from Seller or its own investigation) that a material change Seller R&W Breach has occurred and Seller is unable to cure such Seller R&W Breach within ten (10) days after notice from Buyer of such R&W Breach, such Seller R&W Breach shall be a default on the part of Seller, and Buyer, in its sole discretion, shall have the condition right, as its sole and exclusive remedies, to (i) terminate this Agreement, upon which termination the Xxxxxxx Money (plus interest earned thereon) shall be returned to Buyer, and if such Seller R&W Breach has resulted in a loss in excess of title or the Property or any matter addressed in the Representations and WarrantiesMaterial Damage Floor, Seller shall immediately notify pay the Expense Reimbursement to Buyer as within ten (10) Business Days after delivery to Seller of reasonable evidence of the changeloss sustained by Buyer and a statement of Buyer’s reimbursable expenses, in which case the Parties shall have no further rights or obligations under this Agreement except for those rights and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties obligations which expressly survive the termination of this Agreement but only with respect Agreement, or (ii) waive such Seller R&W Breach and proceed to circumstances and conditions that existed on Closing. If, prior to the Closing, provided thatBuyer has Actual Knowledge (whether from Seller or its own investigation) that a Seller R&W Change has occurred, if such Seller R&W Change was not caused by a material breach by Seller of its covenants under this Agreement or by an affirmative, intentional act on the part of Seller which caused such representation and warranty to become inaccurate in any material respect, and Seller is unable within ten (10) days after notice from Buyer of such R&W Change to 941120.4 eliminate such inaccuracy, Buyer shall have knowledge the right, as its sole and exclusive remedy, to (i) terminate this Agreement, upon which termination the Xxxxxxx Money (plus interest earned thereon) shall be returned to Buyer and the Parties shall have no further rights or obligations under this Agreement except for those rights and obligations which expressly survive termination of this Agreement, or (ii) waive such Seller R&W Change and proceed to Closing. If, however, such Seller R&W Change was caused by a material breach by Seller of its covenants under this Agreement or by an affirmative, intentional act on the part of Seller which caused such representation and warranty to become inaccurate in any material respect, such Seller R&W Change shall constitute a Seller R&W Breach, and if Seller is unable to cure such Seller R&W Breach within ten (10) days after notice from Buyer of such Seller R&W Breach, such Seller R&W Breach shall be a default on the part of Seller, and Buyer, in its sole discretion, shall have the right, as its sole and exclusive remedies, to (i) terminate this Agreement, upon which termination the Xxxxxxx Money (plus interest earned thereon) shall be returned to Buyer, and if such Seller R&W Breach has resulted in a loss in excess of the Closing Date Material Damage Floor, Seller shall pay the Expense Reimbursement to Buyer within ten (10) Business Days after delivery to Seller of reasonable evidence of the loss sustained by Buyer and a statement of Buyer’s reimbursable expenses, in which case the Parties shall have no further rights or obligations under this Agreement except for those rights and obligations which expressly survive termination of this Agreement, or (ii) waive such Seller R&W Breach and proceed to Closing. If, prior to the Closing, Buyer has Actual Knowledge that any representation or warranty of Seller is inaccurate in any material respect and Buyer consummates the Closing, such representation or warranty shall be deemed modified by Buyer’s Actual Knowledge. Seller shall be liable to Buyer for a breach by Seller of any one or more of the Representations or Warranties representations and warranties of Seller are false made herein, only if (i) the breach thereof is first discovered subsequent to Closing, (ii) the claim thereon is asserted by Buyer to Seller in writing on or inaccuratebefore the date one hundred eighty (180) days after Closing, then and (iii) the amount of any such loss, cost, liability, damage and expense suffered by Purchaser (when aggregated with all other amounts for which Seller may be liable in connection with breaches of its representations, warranties or covenants under this Agreement) shall exceed the Material Damage Floor. In no event shall the amount of any such loss, cost, liability, damage and expense for which Seller shall not have any liability be liable under this Section 10 (when aggregated with all other damages for which Seller may be liable in connection with breaches of its representations, warranties or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon covenants under this Agreement) exceed the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSMaterial Damage Ceiling.

Seller’s Representations and Warranties. The representations and warranties included Except as set forth in Attachment B the Disclosure Letter delivered by Seller to Buyer (the “Representations Seller Disclosure Letter”), Seller hereby represents and Warranties”warrants to Buyer as follows: (a) are incorporated herein As of the date of this Agreement, UPB is the sole record and beneficial owner and holder of 50,000 shares of Common Stock, free and clear of all Liens. Upon the effectiveness of the Formation Transactions and as if of Closing, UPB shall be the sole record and beneficial owner and holder of the Purchased Shares, free and clear of all Liens. Upon consummation of the transactions contemplated hereby, Buyer will acquire valid title to the Purchased Shares, free and clear of all Liens. (b) Seller has the full power and authority and has taken all action necessary in order to execute, deliver and perform fully, its obligations under this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and each of the Ancillary Agreements to which Seller is a party, and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized and approved and no other corporate proceeding with respect to Seller is necessary to authorize this Agreement, such Ancillary Agreements or the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by Seller and constitutes a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms except to the extent that the enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought. Except for the Persons set forth in full and are a part Section 4.1(b) of this Agreement. Ifthe Seller Disclosure Letter, prior to Closingwhose fees, there occurs a material change in the condition if any, shall be paid by Seller, no agent, broker, investment banker, intermediary, finder, Person or firm acting on behalf of title Seller or the Property Company or which has been retained by or is authorized to act on behalf of Seller or the Company is or would be entitled to any broker’s or finder’s fee or any matter addressed other commission or similar fee, directly or indirectly, from Seller or the Company in connection with the Representations and Warranties, Seller shall immediately notify Buyer as to the change, and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination execution of this Agreement but only or the Ancillary Agreements or upon consummation of the transactions contemplated hereby or thereby. (c) Assuming the making of the HSR Filing and the other Filings set forth in Sections 3.4 of the Company Disclosure Letter and the obtaining of the Consents set forth in Sections 3.4 and 3.5 of the Company Disclosure Letter, and Section 4.1(c) of the Seller Disclosure Letter, the execution and delivery by Seller of this Agreement and the Ancillary Agreements to which it is a party does not, and the performance and consummation by Seller of any of the transactions contemplated hereby or thereby will not, with respect to circumstances Seller, directly or indirectly (with or without the giving of notice or the lapse of time or both) constitute, result in or give rise to: (i) a breach or violation of, or a default under any provision of Seller’s Organizational Documents; (ii) a material breach or material violation of, or a material default under any material Contract of Seller; or (iii) a material breach or material violation of any Law or Order to which Seller is subject. (d) UPB is an “accredited investor” as defined under Rule 501 of Regulation D promulgated under the Securities Act, and conditions that existed on Closing, provided thatis acquiring, if Buyer shall issued, the Earn-Out Shares, for investment purposes and not with a view to distribution that would be in violation of the Securities Act. By reason of its business and financial experience, UPB has such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits and risks of the prospective investment, is able to bear the economic risk of such investment and is able to afford a complete loss of such investment. (e) There are no Actions or Orders issued, pending or, to the knowledge of Seller, threatened against Seller or any of its assets that question or challenge the validity or legality of, or have knowledge as the effect of prohibiting, preventing, restraining, restricting, delaying, making illegal or otherwise interfering with, this Agreement, any Ancillary Agreement to which Seller is a party, the consummation of the transactions contemplated hereby or thereby or any action taken or proposed to be taken by Seller pursuant hereto or in connection with the transactions contemplated hereby or thereby. (f) Seller and its Representatives have had a full and satisfactory opportunity to obtain and review all financial and other information which Seller and its Representatives have deemed necessary to evaluate Holdco and its Subsidiaries, their financial condition, business prospects and the transactions contemplated by this Agreement and the Ancillary Agreements. Seller has made its own independent evaluation of the value of Holdco and its Subsidiaries, their Purchased Shares and the Earn-Out Shares, and is not relying on any representation by the Company or any of its Representatives in determining whether to enter into this Agreement and the Ancillary Agreements and consummate the transactions contemplated hereby and thereby. Seller acknowledges and agrees that the consideration has been negotiated at arms’ length and that Seller is obtaining a fair and equitable price for the Purchased Shares. (g) As of the Closing Date that and after giving effect to the Formation Transactions, (i) there are issued and outstanding 300,000 shares of Holdco Common Stock and 300,000 shares of Holdco Preferred Stock, (ii) other than the Holdco Preferred Stock held by Seller, there are no other equity interests of Holdco or any instrument convertible into any equity interest of Holdco issued and outstanding; (iii) the Representations Purchased Shares shall be duly authorized, validly issued, fully paid and nonassessable, and shall have been issued in compliance with all federal and state securities laws; and (iv) Holdco shall have no outstanding options or Warranties other securities exercisable for or convertible into any shares of Seller are false capital stock of Holdco or inaccurateother equity interests or bonds, then Seller shall not debentures, notes or other obligations the holders of which have any liability (either presently or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONSoccurrence of a contingency) the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Holdco on any matter. (h) Holdco was formed solely for the purpose of engaging in the transactions contemplated by this Agreement and has not engaged in any business activities, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSconducted any operations or incurred any Liabilities other than in connection with the transactions contemplated by this Agreement.

Seller’s Representations and Warranties. The Seller makes the following representations and warranties included in Attachment B warranties, each of which shall be continuing and shall survive the Closing for a period of six (6) months after the Closing (the “Representations Survival Period”). Whenever a representation or warranty is being made “to Seller’s knowledge,” such qualification indicates that the warranty is being made to the current actual knowledge of the Executive Director, without any implied, imputed or constructive knowledge and Warranties”) are incorporated herein as without any independent investigation having been made or any implied duty to investigate. No claim for a breach of any representation or warranty of Seller shall be actionable or payable if set forth the breach in full and are question results from or is based on a part condition, state of this Agreement. If, facts or other matter of which City has actual knowledge prior to Closing, there occurs a material change Closing and City closed Escrow despite such knowledge. Nothing in the condition of title or the Property or any matter addressed in the Representations and Warranties, Seller foregoing sentence shall immediately notify Buyer as to the change, and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the preclude City from its remedies for termination of this Agreement but only with respect before the Closing due to circumstances and conditions a Seller breach or default that existed on Closing, provided that, if Buyer Seller does not timely cure. Seller shall have knowledge as no liability to City for a breach of any representation or warranty unless written notice containing a description of the specific nature of such breach shall have been given by City to Seller prior to the expiration of the Survival Period and any court action or other legal proceeding shall have been commenced by City against Seller within the Survival Period. Except as expressly set forth in this Agreement, Seller has not made any warranty or representation, express or implied, written or oral, concerning the Property or the Property. (a) Seller has the full right and authority and has obtained any and all consents required to enter into this Agreement and to consummate or cause to be consummated the transactions contemplated hereby. This Agreement has been, and all of the documents to be delivered by Seller at the Closing Date will be, authorized and properly executed and constitutes, or will constitute, as appropriate, the valid and binding obligation of Seller. Except as disclosed in the Title Report, Seller has not entered into any contracts, agreements or understandings, verbal or written, for the sale, transfer or lease of any portion of the Property and no party has a right or option to purchase the Property. (b) Except to the extent disclosed in any reports or information provided by Seller to City, or otherwise disclosed to City, Seller has no knowledge of, nor has Seller, to Seller’s knowledge, received written notice of any lawsuits, condemnation or eminent domain proceedings, or litigation pending, threatened or which have been filed against Seller that would materially affect the Property or use thereof, or Seller’s ability to perform hereunder. Except to the extent disclosed in any reports or information provided to City, and except for this Agreement, and other documents related to this Agreement, Seller has not entered, and throughout the Agreement Term will not enter, into any agreements that will affect City or the Property after the Closing unless City provides consent to Seller to do so, which consent City may withhold, condition or delay in its sole discretion. (c) Except to the extent disclosed in any reports or information provided by Seller to City or disclosed to City through any physical testing or inspection of the Property,to Seller’s knowledge, (i) there are no Hazardous Substances on, in or under the Property in violation of any applicable Environmental Laws relating thereto, (ii) neither Seller nor any prior tenants of Seller have generated, produced, used, reused, sold, stored, transported or disposed of Hazardous Substances on, in or under the Property in violation of any applicable Environmental Laws relating thereto, and (iii) there are not currently and have not been in the past any underground or other above-ground storage tanks situated on the Property. All capitalized terms used in this Section 10(c) are defined in Exhibit E. (d) Except to the extent disclosed in any reports or information provided by Seller to City or disclosed to City through any physical testing or inspection of the Property,to Seller’s knowledge, Seller is not aware of, nor has Seller received, any notice from any governmental authority that any condition at the Property violates any material provision of applicable building codes, zoning or land use laws, other local, state or federal laws and regulations, or restrictive easements or covenants affecting the Property. (e) Seller is not a “foreign person” within the meaning of Section 1445(f) of the Internal Revenue Code and Seller is not, nor is any person who owns a controlling interest inor otherwise controls Seller, (a) listed on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the Treasury, and/or on any other similar list maintained by the OFAC pursuant to any authorizing statute, Executive Order or regulation (collectively, “OFAC Laws and Regulations”); or (b) a person either (i) included within the term “designated national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (ii) designated under Sections 1(a), 1(b), 1(c) or 1(d)of Executive Order No. 13224, 66 Fed. Reg. 49079 (published September 25, 2001) or similarly designated under any related enabling legislation or any other similar Executive Orders (collectively, the “Executive Orders”). Neither Seller nor any of its principals is (x) a person orentity with which City is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, or that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Orders, or (y) is affiliated or associated with a person or entity listed in the preceding clause (x). To Seller’s knowledge, neither Seller nor any of its principals or affiliates, (I) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Orders or (II) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the Representations or Warranties prohibitions set forth in any Anti-Terrorism Law. Asused in this Agreement, “Anti-Terrorism Law” means the OFAC Laws and Regulations, the Executive Orders and the Uniting and Strengthening America by Providing Appropriate ToolsRequired to Intercept and Obstruct Terrorism Act of Seller are false or inaccurate2001, then Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties Pub. L. No. 107-56, 115 Stat. 272 (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES2001), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSas amended.

Seller’s Representations and Warranties. Seller represents and warrants to Buyer as follows, which representations and warranties are true and correct in all material respects as of the date of this Agreement and the Closing Date. Buyer agrees to inform Seller promptly in writing if it discovers that any representation or warranty of Seller is inaccurate in any material respect. The representations and warranties included shall survive for twelve (12) months after the Closing. 10.1. The execution, delivery and performance of this Agreement by Seller have been duly authorized by all necessary action on the part of Seller. The execution, delivery and performance of this Agreement does not violate any contract, agreement or commitment to which Seller is a party or by which Seller is bound. The person(s) executing this Agreement on behalf of Seller are authorized to do so on behalf of Seller. 9/12/2013 12:02 PM 10.2. This Agreement has been duly executed and delivered by Seller and is a valid and binding obligation of Seller, enforceable against Seller in Attachment B (accordance with its terms, subject to bankruptcy, reorganization and other similar laws affecting the “Representations and Warranties”) are incorporated herein as if set forth enforcement of creditors' rights generally. 10.3. Seller has no knowledge of any action, proceeding, investigation, bankruptcy or insolvency proceeding pending or threatened against Seller or any of the other Seller Parties which would affect or impair in full and are a part any respect Seller's ability to consummate the transactions contemplated hereby or which questions the validity or enforceability of this Agreement. 10.4. IfSeller is not a "foreign person" within the meaning of Section 1445(0(3) of the Internal Revenue Code. 10.5. Except for the Cell Tower Lease, prior a true, correct and complete copy of which is attached hereto as Schedule 2, and except for the License to ClosingBay Cities described in Section 8.1, there occurs are no other leases or other agreements (whether oral or written) entered into by Seller or to which Seller is a material change in party affecting or relating to the condition right of title or any party with respect to the possession of the Property or any matter addressed portion thereof. 10.6. There are no outstanding leasing commissions payable with respect to the Cell Tower Lease or any other leases with respect to any portion of the Property or Buildings or Improvements and there is no written obligation to pay any leasing commission for any renewal or extension of the term of the Cell Tower Lease. 10.7. There are no actions, suits, proceedings, or governmental investigations, pending or threatened before any agency, court, or other governmental authority which relates to the Property, or any portion thereof, or the use thereof, or Seller’s ability to perform its obligations under this Agreement. 10.8. With respect to the acts of Seller and its contractors and subcontractors and materialmen, there are no sums due, owing, or unpaid for labor or materials furnished to the Property (or any part thereof) or on behalf of Seller which might give rise to a mechanic’s or materialmen’s lien. 10.9. To the best of Seller’s actual knowledge, except as otherwise disclosed in the Representations Property Information (as defined in Section 7.2 above), there are no Hazardous Materials on, in or under the Property in violation of applicable environmental laws and Warrantiesthe Property does not contain any underground tanks. For purposes of this Agreement, Hazardous Materials shall mean any chemical, substance, waste, or material which is deemed hazardous, toxic, a pollutant, or a contaminant under any federal, state or local law, statute, ordinance, rule, regulation, or judicial or administrative order or decision, or which has shown to have significant adverse effects on human health or the environment, including, without limitation, substances defined as “hazardous substances,” “hazardous materials,” or “toxic substances” in the Comprehensive 9/12/2013 12:02 PM Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 1801, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq.; and those substances defined as “hazardous wastes” in Section 25117 of the California Health & Safety Codes or as “hazardous substances” in Section 25316 of the California Health & Safety Code; in the regulations adopted and publications promulgated pursuant to such laws including applicable provisions of the California Administrative Code; and in the Hazardous Materials storage, use or discharge ordinances of Santa Xxxxx County. 10.10. Seller has not received notice of default in any of Seller’s obligations or liabilities pertaining to the Property or applicable portion thereof, nor, to the best of Seller’s knowledge, is there any state of facts or circumstances or condition or event which, after notice or lapse of time or both, would constitute or result in any such default. 10.11. Seller has received no written notice of any violations of applicable law, ordinance, rule, regulation, code, or requirement of any governmental agency, body, or subdivision affecting or relating to the Property, or applicable portion thereof, including, without limitation, the Americans With Disabilities Act or any of the regulations promulgated thereunder, or any subdivision, zoning, building, use, or environmental law, ordinance, rule, requirement, or regulation which have not been resolved. 10.12. Except for the Service Contracts delivered to Buyer pursuant to Section 7.2 above, Seller shall immediately notify Buyer as has no actual knowledge of any Service Contracts, or other agreements, other than the License to Bay Cities described in Section 8.1, affecting the change, and to offer to extend Property or the deadlines herein to give Buyer a reasonable opportunity to evaluate the changeoperation or maintenance thereof. The Representations and Warranties survive only Service Contracts in existence as of the termination Effective Date of this Agreement but only with respect are identified on Schedule 3 attached hereto. 10.13. All consents or waivers of or by any third party which are necessary to circumstances and conditions that existed on Closing, provided that, if Buyer shall have knowledge as permit the consummation by Seller of the Closing Date that any transactions contemplated pursuant to this Agreement have been obtained or will be obtained by Seller prior to the Close of the Representations or Warranties of Escrow. 10.14. The Seller are false or inaccurate, then Seller shall is not have any liability or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSan Ineligible Seller.

Seller’s Representations and Warranties. The Seller hereby --------------------------------------- acknowledges and hereby makes each of the following representations and warranties included with respect to the SWC Common Stock: (i) Seller acknowledges that the issuance of the SWC Common Stock has not been nor will be registered under the Securities Act, or any state securities laws, and that the SWC Common Stock is being issued pursuant to exemptions from registration under the Securities Act for issuance of securities not involving a public offering; (ii) Seller is acquiring the SWC Common Stock solely for its own account for investment and not with a view to resale or distribution and has no present intention of making a Disposition of the SWC Common Stock to any other person or entity; (iii) Seller was not formed for the specific purpose of acquiring or holding the SWC Common Stock; (iv) Seller is a sophisticated investor and has such knowledge and experience in Attachment B financial, tax, business matters, securities and investments including, without limitation, experience in investments by actual participation, so as to evaluate the merits and risks of investing in and holding the SWC Common Stock and to make an informed investment decision with respect thereto, and has made such investigation into SWC as is necessary to make an informed investment decision; (v) Seller qualifies as an "accredited investor," as that term is defined under Rule 501 of Regulation D promulgated under the “Representations Securities Act; (vi) Seller has not received any advertisement or general solicitation with respect to the issuance of the SWC Common Stock; (vii) Neither the Securities and Warranties”Exchange Commission nor any state securities commission has approved the SWC Common Stock or passed upon or endorsed the merits of the SWC Common Stock; (viii) are incorporated herein as if Seller must bear the economic risk of the investment indefinitely because the SWC Common Stock has not been registered under applicable securities laws and therefore the SWC Common Stock may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from registration is available; (ix) Seller will not make a Disposition of any shares of the SWC Common Stock without registration under applicable securities laws or a valid exemption therefrom; (x) The legend set forth in full and are a part of this Agreement. If, prior to Closing, there occurs a material change in the condition of title or the Property or any matter addressed in the Representations and Warranties, Seller shall immediately notify Buyer as to the change, and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination Section 10(a) of this Agreement but only with respect to circumstances shall be placed on the shares of SWC Common Stock and conditions that existed on Closing, provided that, if Buyer shall have knowledge as notations thereof will be made in SWC's books and stock transfer records; and (xi) The information contained herein is accurate and may be relied upon by SWC in determining the availability of the Closing Date that any of the Representations or Warranties of Seller are false or inaccurate, then Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties (an exemption from registration under federal and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSstate securities laws.

Seller’s Representations and Warranties. The representations 4.1 Seller does represent and warranties included in Attachment B (warrant to Buyer that Seller is the “Representations lawful owner of the Portables and Warranties”) that the Portables are incorporated herein free and clear from all liens and encumbrances. 4.2 Except as if set forth in full and are a otherwise provided by this Agreement, Xxxxx agrees to accept the Portables "As Is", without any agreements, representations, understandings or obligations on the part of this AgreementSeller to perform any alterations, repairs or improvements. IfSELLER MAKES NO WARRANTY OR REPRESENTATION, prior to ClosingEITHER EXPRESS OR IMPLIED, there occurs a material change in the condition of title or the Property or any matter addressed in the Representations and WarrantiesAS TO THE VALUE, Seller shall immediately notify Buyer as to the changeDESIGN, and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination of this Agreement but only with respect to circumstances and conditions that existed on ClosingCONDITION, provided thatMERCHANTABILITY, if Buyer shall have knowledge as of the Closing Date that any of the Representations or Warranties of Seller are false or inaccurate, then Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED PURPOSE OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: FITNESS FOR THE PROPERTY; DEFECTS CAUSED BY ACTS USE OF THE ORIGINAL SELLER OR DEVELOPER ANY OF THE PROPERTY, OR ANY SUPPLIERAS TO ITS , CONTRACTOR, SUBCONTRACTORTITLE THERETO, OR MATERIALMAN; ANY OTHER REPRESENTATION OR MATTERS PERTAINING WARRANTY WITH RESPECT TO ZONINGTHE PROPERTY. Buyer acknowledges that Seller is not a manufacturer or dealer of Portables and that Seller takes no part in or responsibility for the installation of the prope1ty, LAND VALUEand that Seller has made no representation or warranty and assumes no obligation with respect to the merchantability, OR GOVERNMENTAL APPROVALScondition, quality or fitness of the Portables. 4.3 Buyer agrees to accept the Portables "Where ls" without any agreements, representations, understandings or obligations on the part of Seller regarding the means or manner for removal and transportation of the Portables from Seller's premises. Buyer assumes all risk of loss or damage arising out of or relating to the removal and transportation of the Portables. The Portables shall be removed from Seller's premises June 24th thru July 12th 2024. Buyer assumes all risk of damage to or destruction of the Portables during that period, except to the extent caused by Seller's active negligence or willful misconduct. Buyer waives and releases Seller from all claims for injury to person or damage to property arising out of or relating to the removal and transportation of the Portables, mid Buyer shall indemnify and hold Seller harmless from the claims of others arising out of or relating to the removal and transportation of the Portables, except to the extent that the losses are caused by Seller's active negligence or willful misconduct. Buyer shall take care to avoid damaging or destroying Seller's property, and shall promptly repair or replace any of Seller's property damaged or destroyed by Buyer while on Seller's premises for the removal and transportation of the Portables.

Seller’s Representations and Warranties. The representations Seller hereby makes the following representations, warranties, and acknowledgments, and agrees that such representations, warranties included in Attachment B and acknowledgments shall be true as of the Close of Escrow and shall survive the Close of Escrow for a period of one (1) year. 10.1 Seller, and the “Representations person executing this Agreement on behalf of Seller, has the full right, power and Warranties”) are incorporated herein as if set forth in full authority to enter into this Agreement and are a part to convey title to the Property to Buyer, and to take all actions required of it by the terms of this Agreement. If. 10.2 All the documents executed by Seller which are to be delivered to Buyer at or before the Close of Escrow will be duly authorized, prior executed and delivered by Seller and will be legal, valid and binding obligations of Seller enforceable against Seller in accordance with their respective terms (except to Closingthe extent that such enforcement may be limited by applicable bankruptcy, there occurs insolvency, moratorium and other principals relating to or limiting the rights of contracting parties generally) and will not violate any provisions of any agreement to which Seller is a material change in party or to which it is subject. 10.3 Seller is the condition lawful fee simple owner of title or the Property or any matter addressed and all improvements developed thereupon, which, as of the Close of Escrow, will be free and clear of all liens, security agreements, encumbrances, claims, demands, and charges of every kind and nature whatsoever, except as may be expressly permitted in the Representations this Agreement. The Property may be subject to certain recorded easements, conditions, covenants and Warrantiesrestrictions, Seller shall immediately notify Buyer as which are subject to Buyer’s review and approval. 10.4 Prior to the change, and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive Close of Escrow or the termination of this Agreement but only by Buyer in accordance with respect to circumstances the terms herein, Seller shall not execute any option, lease, escrow instructions, sale contracts, or other agreements or instruments giving any other party any right of ownership, possession, or use of the Property or any part thereof, or further encumber the Property or any part thereof. 10.5 This Agreement has been duly executed by Seller and conditions that existed on Closingconstitutes the valid and binding agreement of Seller enforceable against Seller in accordance with its terms. 10.6 Until the Close of Escrow, provided thatSeller shall maintain the Property and any improvements and landscaping thereon, if Buyer shall have knowledge in the same general condition as exists as of the Closing Date that any of the Representations or Warranties of Seller are false or inaccurate, then Effective Date. Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties (deliver the Property reasonably clean and any indemnification right or cause free of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSall personal belongings and debris.

Seller’s Representations and Warranties. The As a material inducement to NYSERDA to enter into this Agreement, Seller makes the following representations and warranties included in Attachment B warranties, all of which shall survive the execution and delivery of this Agreement: (a) that it has requested to terminate the “Representations OREC Agreement as provided herein due to its conclusion that the Selected Project is not economically feasible under the pricing agreed to and Warranties”) are incorporated herein as if set forth in full the OREC Agreement; (b) that Seller is a [corporation/limited liability company/partnership] duly organized, validly existing and are a part in good standing under the laws of the jurisdiction of its organization; (c) that Seller has all necessary power and authority to execute and deliver this Agreement. If, prior to Closing, there occurs a material change in the condition of title or the Property or any matter addressed in the Representations Agreement and Warranties, Seller shall immediately notify Buyer as to the change, all other agreements contemplated herein and hereby and to offer to extend consummate the deadlines herein to give Buyer a reasonable opportunity to evaluate the changetransactions contemplated hereby and thereby. The Representations execution and Warranties survive the termination delivery by Seller of this Agreement but only with respect to circumstances and conditions that existed on Closing, provided thatall other agreements contemplated herein and hereby and the consummation of the transactions contemplated hereby and thereby have been or, if Buyer shall have knowledge as of not yet executed and delivered, will be when executed and delivered, duly authorized by Seller, and no other actions or proceedings on the Closing Date that any of the Representations or Warranties part of Seller are false necessary to authorize this Agreement or inaccurateany other agreement contemplated herein and hereby or the consummation of the transactions contemplated hereby and thereby; (d) that this Agreement has been duly executed and delivered by Seller and constitutes the legal, then valid and binding obligation of Seller shall enforceable against Seller in accordance with the terms herein; (e) that the execution, delivery and performance by Seller, the entry into this Agreement by Seller, and the consummation of the transactions contemplated by this Agreement will not have violate (i) Applicable Law or any provision of the limited liability company agreement or obligation respecting such false other governing documents of Seller; (ii) violate, conflict with, result in a breach of or inaccurate Representations constitute (alone or Warranties with notice or lapse of time or both) a default or an event of default under any indenture, agreement (and any indemnification right or cause including the limited liability company agreement of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSESSeller), WHETHER EXPRESSED OR IMPLIEDmortgage, INCLUDINGdeed of trust, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTYnote, lease, contract or other instrument to which Seller is a party or by which it or any of its property is bound; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTYor (iii) result in the creation or imposition of any lien upon any property or assets of Seller; (f) there are no undisclosed material legal actions, OR ANY SUPPLIERclaims, CONTRACTORor encumbrances, SUBCONTRACTORor liabilities pending or, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONINGto Seller’s knowledge, LAND VALUEthreatened that may adversely affect Seller’s performance of this Agreement or NYSERDA's rights hereunder; (g) to Seller’s knowledge, OR GOVERNMENTAL APPROVALSthere are no claims against Seller or NYSERDA relating to or arising out of the Agreement that are not covered by the release contained in Section 4; (h) Seller has neither assigned nor transferred any claims released herein, and no person or entity has subrogated to or has any interest or rights in any such claims.

Seller’s Representations and Warranties. The representations Seller hereby represents and warranties included in Attachment B (the “Representations and Warranties”) are incorporated herein as if set forth in full and are a part of this Agreement. If, prior warrants to Closing, there occurs a material change in the condition of title or the Property or any matter addressed in the Representations and Warranties, Seller shall immediately notify Buyer as of the date hereof as and of the Closing Date, that: Seller has good and marketable title to the change, Assets on the date hereof and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination of this Agreement but only with respect to circumstances and conditions that existed on Closing, provided that, if Buyer shall have knowledge good and marketable title as of the Closing Date that Date, in each case free and clear of all claims, liens, and encumbrances. Notwithstanding anything to the contrary contained in this Contract or otherwise, Seller shall be obligated to remove (regardless of whether Buyer has objected thereto) all liens, encumbrances, lienholders, lenders or lessors on Assets, as well as any UCC filings, tax liens, judgments, and other monetary liens or encumbrances, it being the intent of the Representations parties that the Assets shall be conveyed to Buyer free and clear of all monetary liens and encumbrances whatsoever, and in no event shall any such monetary liens or Warranties encumbrance be deemed a permitted exception to title or otherwise the responsibility of Buyer hereunder. No party has any purchase option or right of first refusal with respect to the Assets; The intellectual property used in connection with the Business does not infringe upon any design, patents, copyright, trade secrets, or other intellectual property rights of any third party, and Seller are false has not received and is not aware of any demand, claim, cease and desist letter or inaccurateother similar claim or threat, then whether to Seller or to Seller’s predecessor in title or to others, alleging actual or potential infringement by the Intellectual Property; There is no litigation or claim pending, or to Seller’s knowledge, threatened against the Business or the Assets. Except as otherwise expressly provided herein, Seller makes no representation or warranty, whether express or implied, and Buyer is purchasing the Business on an as-is basis. BUSINESS TRADE NAME: Seller hereby grants Buyer, effective as of the Closing, all right, title and interest in and to the name and any variations thereof, and all logos and trade dress associated therewith. Seller hereby waives any rights thereto, and shall not directly or indirectly, after the Closing, make use of any such name or logo. Within five (5) days following the Closing, and at Seller’s sole cost and expense, Seller shall not have any liability make all filings necessary to change its fictitious, “dba” or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon trade name to a name unrelated to the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSBusiness.

Seller’s Representations and Warranties. The representations In order to induce Purchaser to purchase the Premises, Seller hereby warrants, represents and warranties included agrees that the following are true as of the date hereof and will be true on the Closing Date: (a) Annexed hereto as Exhibit "C" is a true, complete and correct schedule of all Leases, which Leases are valid and bona fide and are now in Attachment B full force and effect. No defaults exist thereunder and no condition exists which, with the passage of time or the giving of notice or both, will become a default; the Leases constitute all of the leases, tenancies or occupancies affecting the Premises on the date hereof; all Tenants have commenced occupancy; there are no agreements which confer upon any Tenant or any other person or entity any rights with respect to the Premises, nor is any Tenant entitled now or in the future to any concession, rebate, offset, allowance or free rent for any period, nor has any such claim been asserted by any Tenant. (b) Annexed hereto as Exhibit "F" (the “Representations "Rent Roll") is a true, complete and Warranties”correct listing of all Leases, which sets forth: (i) the total number of Tenants at the Premises; (ii) the name of each Tenant; (iii) fixed rent actually being collected; (iv) expiration date or status of the Leases (including all rights or options to renew); (v) Security Deposits; (vi) arrangements under which any Tenant is occupying space on the date hereof or will in the future, occupy such space; (vii) any notices given by any Tenant of an intention to vacate space in the future; and (viii) the base year(s) and base year amounts for all items of rent or additional rent billed to each Tenant on that basis. Seller has performed all of the obligations and observed all of the covenants required of the landlord under the terms of the Leases. (c) All work, alterations, improvements or installations required to be made for or on behalf of all Tenants under the Leases have in all respects been carried out, performed and complied with, and there is no agreement with any Tenant for the performance of any work to be done in the future. No work has been performed at the Premises which would require an amendment to the certificate of occupancy, and any and all work performed at the Premises to the date hereof and to the Closing Date has been and will be in accordance with the rules, laws and regulations of all applicable authorities. All bills and claims for labor performed and materials furnished to or for the benefit of the Premises will be paid in full on the Closing Date. (d) There are incorporated herein no service contracts, union contracts, employment agreements or other agreements affecting the Premises or the operation thereof, except the Service Contracts. True, accurate and complete copies of the Service Contracts have been initialed by the parties. All of the Service Contracts are and will on the Closing Date be unmodified and in full force and effect without any default or claim of default by any of the parties thereto. All sums presently due and payable by Seller under the Service Contracts have been fully paid and all sums which become due and payable between the date hereof and the Closing Date shall be fully paid on the Closing Date. (e) There are no actions, suits, labor disputes, litigation or proceedings currently pending or, to the knowledge of Seller, threatened against or related to Seller or to all or any part of the Premises or the operation thereof, nor does Seller know of any basis for any such action. (f) There are no outstanding requirements or recommendations by (i) the insurance company(s) which issued the insurance policies insuring the Premises; (ii) any board of fire underwriters or other body exercising similar functions, or (iii) the holder of any mortgage, which require or recommend any repairs or work to be done on the Premises. (g) No Tenants are in arrears for the payment of rent for any month preceding the month of the date of this Agreement, nor has Seller received notice of an intention to vacate from any Tenant, except as if noted on the Rent Roll. (h) The Seller has received no written notice and has no knowledge of (i) any pending or contemplated annexation or condemnation proceedings, or private purchase in lieu thereof, affecting or which may affect the Premises, or any part thereof, (ii) any proposed or pending proceeding to change or redefine the zoning classification of all or any part of the Premises, (iii) any proposed or pending special assessments affecting the Premises or any portion thereof, (iv) any penalties or interest due with respect to real estate taxes assessed against the Premises and (v) any proposed change(s) in any road or grades with respect to the roads providing a means of ingress and egress to the Premises. Seller agrees to furnish Purchaser with a copy of any such notice received within two (2) days after receipt. (i) Seller has provided Purchaser with all reports in Seller's possession or under its control related to the physical condition of the Premises and all Books and Records necessary for Purchaser to conduct its due diligence and Tests and Studies. (j) Seller has no knowledge of any notices, suits, or judgments relating to any violations (including environmental) of any laws, ordinances or regulations affecting the Premises, or any violations or conditions that may give rise thereto and has no reason to believe that any Governmental Authorities contemplates the issuance thereof. (k) There are no employees working at or in connection with the Premises. There is currently no union agreement affecting the Premises and none will be in effect on the Closing Date. (l) Annexed hereto as Exhibit "I" is a schedule of all leasing commission obligations affecting the Premises. The respective obligations of Seller and Purchaser with respect to said commissions are set forth in full Section 14. (m) Seller (A) is a duly organized and validly existing corporation under the laws of the State of New Jersey, and is duly authorized to transact business in the State of New Jersey; (B) has all requisite power and authority to execute and deliver this Agreement and all other documents and instruments to be executed and delivered by it hereunder, and to perform its obligations hereunder and under such other documents and instruments in order to sell the Premises in accordance with the terms and conditions hereof and all necessary actions of the stockholders and board of directors of Seller to confer such power and authority upon the persons executing this Agreement and all documents which are a part contemplated by this Agreement on its behalf have been taken. (n) This Agreement, when duly executed and delivered, will be the legal, valid and binding obligation of Seller, enforceable in accordance with the terms of this Agreement. IfSeller's performance of its duties and obligations under this Agreement and the transfer documents contemplated hereby will not conflict with, prior to Closingor result in a breach of or default under, there occurs a material change in the condition any provision of title any of Seller's organizational documents, any agreements, instruments, decrees, judgments, injunctions, orders, writs, laws, rules or the Property regulations, or any matter addressed determination or award of any court or arbitrator, to which Seller is a party or by which its assets are or may be bound. (o) No petition in bankruptcy (voluntary or otherwise), assignment for the Representations benefit of creditors, or petition seeking reorganization or arrangement or other action under Federal or State bankruptcy laws is pending or threatened against, or contemplated by Seller. (p) No person, firm, or entity has any rights in, or rights to acquire all or any part of the Premises. (q) The Personal Property is now owned and Warranties, Seller shall immediately notify Buyer as to the change, and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination of this Agreement but only with respect to circumstances and conditions that existed will on Closing, provided that, if Buyer shall have knowledge as of the Closing Date that be owned by Seller free and clear of any conditional bills of sale, chattel mortgages, security agreements or financing statements or other security interests of any kind. All representations and warranties provided by Seller in this Agreement shall survive the Closing Date for a period of one (1) year and shall not be merged in the delivery of the Representations Deed. Seller agrees to indemnify and hold Purchaser harmless against all claims, liabilities, losses, deficiencies and damages as well as reasonable expenses (including attorney's fees), and interest and penalties related thereto, asserted by any third party against or Warranties incurred by Purchaser, by reason of or resulting from any breach, inaccuracy, incompleteness or nonfulfillment of the covenants, representations and warranties of Seller are false or inaccurate, then Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALScontained in this Agreement.

Seller’s Representations and Warranties. The Seller represents and warrants to Buyer as follows, which representations and warranties included shall be true and correct in Attachment B all material respects as of the Effective Date and as of the Closing Date, and which shall survive the Closing for a period of seven (the “Representations and Warranties”7) are incorporated herein years thereafter that except as if set forth on Exhibit F as attached hereto and as may be amended from time to time by Seller through the Closing Date: (a) To Seller's knowledge, no notice of any material violation of any zoning, building or other law, ordinance, regulation, requirement or directive of any type against the Property or any portion thereof has been received by Seller from a governmental body. (b) To Seller's knowledge, no notice of a pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Property has been received by Seller. (c) Seller will not enter into any employment contracts or deferred compensation agreements with employees of Seller, if any, at the Property, which will be binding upon Buyer after the Closing, without the prior consent of Buyer. (d) All of the Property to be transferred on the Closing Date shall be in full and are a part the same condition as on the Effective Date of this Agreement. If, except for reasonable wear and tear. (e) Seller is a limited liability company duly constituted, validly existing, and in good standing under the laws of the State of Illinois. (f) To Seller's knowledge, Seller's income tax returns have not been audited by the Internal Revenue Service or the State of Illinois. (g) As of the Closing Date, Seller will hold good and marketable title to all of the Property, subject to no mortgage, pledge, lien, encumbrance, security interest or charge, that will not be discharged prior to Closing, there occurs a material change in other than the condition of title or the Permitted Exceptions. (h) The Property or any matter addressed in the Representations is and Warranties, Seller shall immediately notify Buyer as will be adequately insured against fire and casualty to the changeClosing Date, and valid policies therefor are and will be outstanding and duly enforced, and the premiums to offer become due thereon to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination of this Agreement but only with respect to circumstances and conditions that existed on Closing, provided that, if Buyer shall have knowledge as of the Closing Date that will be paid when due by Seller. Seller has not received any notice of any cancellation of policies pertaining to the foregoing. Seller will indemnify and hold harmless Buyer, its successors and assigns, from and against any and all loss, liability, damage, cost or expense, including, without limitation, reasonable attorneys' fees, suffered or incurred by Buyer due to a breach of any of the Representations foregoing representations and warranties. No claim for a breach of any representation or Warranties warranty of Seller are false or inaccurate, then Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon be actionable after Closing if the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSbreach in question was actually known to Buyer prior to Closing.

Seller’s Representations and Warranties. The representations Seller expressly represents and warranties included warrants that: (a) It has all necessary legal capacity, right, power, and authority to enter into, execute, deliver, and be bound by this Agreement and that the execution and delivery of this Agreement and the performance by Seller of Seller’s obligations under this Agreement, do not breach, and shall not result in Attachment B a breach or violation of, any agreement to which Seller is a party or by which Seller is bound. (b) Seller is the owner of all or has the right to (i) license Buyer the rights to use the ChromaDex Trademarks and NR Trade Secrets as specifically set forth in this Agreement, and (ii) grant Buyer the rights to develop, manufacture, and sell the Approved Products using the patents listed in Exhibit F on the terms set forth in this Agreement; 18 Buyer’s and Seller’s Initials /s/ CK /s/ RF 197763379 v4 (c) All patents that are necessary for Buyer to use the NR Product to be supplied to Buyer in the development, manufacture, promotion, importation, marketing, distribution and sale of Approved Products are set forth in Exhibit F; (d) Seller has not received any notice regarding the NR Product, including written notice, alleging any infringement by Seller of any intellectual property rights of a third party; (e) To the best of Seller’s knowledge after due diligence and reasonable investigation, neither Seller, its Affiliates or any person employed thereby directly in the performance of Seller’s obligations under this Agreement has been debarred under Section 306(a) or (b) of the Federal Food, Drug and Cosmetic Act, and no debarred person will in the future by employed by Seller. If, at any time after execution of this Agreement, Seller becomes aware that Seller, any of its Affiliates or any person employed thereby is, or is in the process of being, debarred, Seller will so notify NHSc immediately. (f) No NR Product at the time of shipment by Seller will be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act, as amended from time to time, or regulations promulgated thereunder, as such law or regulation is constituted and in effect at the time of any such shipment and no NR Product at the time of shipment will be considered to be an article that may not, under the provisions of §§ 404, 505 or 512 of the Federal Food, Drug and Cosmetic Act, be introduced into interstate commerce. (g) All NR Product at the time furnished to Buyer and for the full period of the expected shelf life of such products will be in full compliance with the Specifications, the quality standards set forth in Exhibit G – Quality Standards (the “Representations and WarrantiesQuality Standards”) are (Exhibit G is hereby incorporated herein in full by this reference), applicable Law and other requirements of this Agreement as if long as Buyer’s errors, acts, omissions, or other conduct do not cause directly or indirectly the NR Product to become out of compliance with the Specifications, fail to meet the Quality Standards or violate applicable law and other requirements of this Agreement. (h) Seller’s manufacturing, laboratory, and packaging facilities are and will at all times remain in material compliance with Good Manufacturing Practices, including but not limited to those set forth in full 21 C.F.R. § 110 et seq., to the extent applicable to the manufacture and are packaging of the NR Product, and all NR Product furnished to Buyer will be manufactured in accordance with Good Manufacturing Practices. (i) All NR Product at the time furnished to Buyer will not have been damaged during storage and handling and will otherwise be wholesome, fit for human consumption, and in first-class merchantable condition. (j) Seller has and will maintain during the Term the necessary expertise, equipment, personnel, facilities, equipment and inventory of raw materials and finished product to supply the NR Products as agreed upon in all Purchase Orders accepted by Seller (unless Seller is unable to due to a part of this Agreement. If, Force Majeure Event). (k) Except as otherwise advised by Seller in writing to Buyer on or prior to Closingthe Effective Date, there occurs a material change in is no demand, claim, suit, action, arbitration, and/or other proceeding, whether pending or threatened (and for which any basis exists), that jeopardizes (or could jeopardize) Seller’s ability to enter into this Agreement or perform any of its obligations hereunder. (l) It will at all times during the condition of title or Term comply with all applicable laws, rules, orders, guidelines and regulations, including the Property or any matter addressed in ones regarding the Representations following matters: anticorruption, immigration, antidiscrimination, tax, environment, data protection, food safety and Warranties, Seller shall immediately notify Buyer as to the changequality, and export control, import, customs and economic sanctions. (m) Have a quality management system in accordance with Nestlé’s reasonable requirements of which Seller is advised of and agrees to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination of this Agreement but only with respect to circumstances and conditions that existed on Closing, provided that, if Buyer shall have knowledge as of the Closing Date that any of the Representations or Warranties of Seller are false or inaccurate, then Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSin advance in writing.

Seller’s Representations and Warranties. The Seller hereby makes the following representations and warranties, each of which (a) is subject to the disclosures made in the Seller Disclosure Statement, attached hereto as Exhibit E, and (b) shall be continuing and shall survive the Closing for a period of six (6) months after the Closing (the “Survival Period”). Any claim based on any of the following representations and warranties included must be filed, if at all, before the end of the Survival Period, and the obligations of Seller shall be extended until the resolution of any such claim. Whenever a representation or warranty is being made to Seller’s knowledge, such qualification indicates that the warranty is being made to the current actual knowledge of Xxxxxxx X. Xxx Xxxxxx, Senior Vice President, Finance and Administration, and Chief Financial Officer of NetIQ Corporation, and of Xxxx X. Xxxxxxxxx, Facilities Manager of NetIQ Corporation, without any implied, imputed or constructive knowledge and without any independent investigation having been made or any implied duty to investigate. No claim for a breach of any representation or warranty of Seller shall be actionable or payable if the breach in Attachment B question results from or is based on a condition, state of facts or other matter which was disclosed to Buyer in the Disclosure Statement, disclosed to Buyer in the Property Information, otherwise disclosed to Buyer by Seller in writing, disclosed to Buyer in any Information obtained by Buyer or disclosed to Buyer in any Physical Testing or Inspection of the Property prior to Closing. In addition, no claim for breach of any representation or warranty of Seller shall be made if: (a) on or prior to the “Representations and Warranties”) are incorporated herein as if set forth in full and are a part date of this Agreement. If, Buyer had actual knowledge of the inaccuracy of such representation or warranty; or (b) during the period after execution of this Agreement and prior to Closing, there occurs (1) Buyer obtained actual knowledge of the inaccuracy of such representation or warranty, (2) such inaccuracy, considered together with all other inaccuracies in Seller’s representations and warranties of which Buyer had knowledge, would have caused the “Seller’s Representations” condition set forth in Section 6.2.2 above not to be satisfied, and (3) Buyer nonetheless elected to proceed with the Closing. Seller shall have no liability to Buyer for a material change breach of any representation or warranty unless written notice containing a description of the specific nature of such breach shall have been given by Buyer to Seller prior to the expiration of the Survival Period and any action shall have been commenced by Buyer against Seller within six (6) months after Closing. Except as expressly set forth in the condition of title or the Property this Agreement or any matter addressed in the Representations and Warrantiesclosing document, Seller shall immediately notify Buyer as to has not made any warranty or representation, express or implied, written or oral, concerning the change, and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination of this Agreement but only with respect to circumstances and conditions that existed on Closing, provided that, if Buyer shall have knowledge as of the Closing Date that any of the Representations or Warranties of Seller are false or inaccurate, then Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSProperty.

Seller’s Representations and Warranties. The In consideration of Buyer’s entering into this Agreement and as an inducement to Buyer to purchase the Real Property from Seller, Seller makes the following representations and warranties included to Buyer: (a) Seller is a limited liability company organized and in Attachment B good standing under the laws of the State of Delaware. Seller has the legal right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, and the execution, delivery and performance of this Agreement have been duly authorized and no other action by Seller is requisite to the valid and binding execution, delivery and performance of this Agreement, except as otherwise expressly set forth herein. (b) There is no agreement to which Seller is a party or to Seller’s Actual Knowledge binding on Seller which would prevent Seller from consummating the transaction contemplated by this Agreement. (c) To Seller’s Actual Knowledge, except as disclosed on Schedule 2 attached hereto, Seller has received no written notice from any governmental agency that the Property or the current use and operation thereof violate any applicable federal, state or municipal law, statute, code, ordinance, rule or regulation (including those relating to environmental matters), except with respect to such violations as have been fully cured prior to the date hereof. (d) To Seller’s Actual Knowledge, except as disclosed on Schedule 2 attached hereto, Seller has not received written notice from any governmental agency of any condemnation proceedings relating to the Property. (e) To Seller’s Actual Knowledge, except as disclosed on Schedule 2 attached hereto, except with respect to slip and fall and similar claims or matters covered by Seller’s commercial liability insurance policy, Seller has not received service of process with respect to any litigation that has been filed and is continuing against Seller that arises out of the ownership of the Property and would materially affect the Property or the use thereof, or Seller’s ability to perform hereunder. (f) To Seller’s Actual Knowledge, (x) Exhibit C-2 is a true, correct, and complete list of the Leases as of the Effective Date, and (y) Seller has delivered to Buyer, or made available to Buyer for review, true and complete, in all material respects, copies of all Leases set forth on Exhibit C-2. To Seller’s Actual Knowledge, except for the notices referenced in Schedule 2, within the last six months prior to the Effective Date, Seller has not given any written notice to a tenant under any Lease of a default which remains uncured. (g) To Seller’s Actual Knowledge, neither Seller nor any of its respective affiliates or constituents, nor any of their respective brokers or other agents acting in any capacity in connection with the transactions contemplated by this Agreement is or will be (a) conducting any business or engaging in any transaction or dealing with any person appearing on the U.S. Treasury Department’s Office of Foreign Assets Control (“Representations and WarrantiesOFAC”) are incorporated herein as if list of restrictions and prohibited persons (“Prohibited Person”) (which lists can be accessed at the following web address: xxxx://xxx.xxxxxxx.xxx/offices/enforcement/ofac/), including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Prohibited Person; (b) dealing in, or otherwise engaging in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224 dated September 24, 2001, relating to “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism”; or (c) engaging in or conspiring to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempting to violate, any of the prohibitions set forth in full any U.S. anti-money laundering law. (h) To Seller’s Actual Knowledge, the Contracts listed on Exhibit C-1 attached hereto are all of the contracts affecting the Property as of the Effective Date other than any contracts disclosed in the Property Information or agreements disclosed in the Title Commitment, and are a part of this Agreement. If, prior to Closingexcept for the foregoing, there occurs a material change in shall not be any other Contracts or contracts or agreements of any type pertaining to the condition of title Property, the obligation or liability for which Buyer or the Property or any matter addressed in could be liable after the Representations and WarrantiesClosing. (i) To Seller’s Actual Knowledge, Seller shall immediately notify has provided or made available to Buyer all Property Information in Seller's possession. (j) To Seller’s Actual Knowledge, all Operating Costs reconciliations for calendar year 2020 have been made and, except as set forth in Schedule 2 attached hereto, all amounts which were reasonably determined by Seller to be owed to tenants in connection with such reconciliations have been paid or credited; provided, however, Seller makes no representation or warranty as to the change, and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination accuracy or completeness of this Agreement but only with respect to circumstances and conditions that existed on Closing, provided that, if Buyer shall have knowledge as of the Closing Date that any of the Representations or Warranties of Seller are false or inaccurate, then Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSOperating Costs reconciliations for calendar year 2020.

Seller’s Representations and Warranties. The Seller and each its partners, hereby make the representations and warranties included in Attachment B (the “Representations and Warranties”) are incorporated herein as if set forth in full this Section 6. All of Seller's representations and are a part warranties shall be true and correct as of the date of closing, shall be deemed ratified by Seller's act of Closing, and any Schedules, documents or information to be furnished by Seller shall be updated and furnished to Purchaser at Closing. From and after the date of this Agreement, and until Closing, Seller shall not take any action or make any admission, which would have the effect of violating any of the representations or warranties of Seller contained in this Agreement. IfSeller has delivered to Purchaser, the documents listed on Exhibit C and warrants that the same, and all information reflected therein, are completely accurate and current in all respects. Purchaser shall rely only on the documents listed on Exhibit C and on the representation and warranties contained in this Agreement. All of the warranties and representations of Seller and its partners shall survive closing and the conveyance of the Property to Purchaser. (a) The execution of this Agreement and the fulfillment of Seller's obligations hereunder shall not constitute or result in a breach of any term or provision of any existing mortgage, lease or other agreement to which Seller is a party or by which Seller is bound. All persons or entities whose joinder in the Deed would be necessary to convey title to Buyer hereunder have been identified herein as "Seller." This Agreement and all other instruments and documents to be executed and delivered by Seller to Purchaser hereunder or pursuant hereto have been or will be duly executed and delivered by Seller and constitute (or will constitute, as to those instruments and documents to be executed and delivered) the legal, valid and binding obligations of Seller and enforceable against Seller in accordance with their respective terms. (b) Seller has received no written official notice, nor any informal written or oral notice of any contemplated condemnation proceedings against the whole or any part of the Property. (c) The Seller has provided to the Buyer a copy of the approved minutes of the Scottsdale City Council Meeting which demonstrates the Property received approval for a use permit for time share in its R-5 zoning classification. Seller has no knowledge of any moratoria or similar conditions that will prevent the development and operation upon the Land of residential time share units. Seller has no knowledge of any current violations of any building, zoning or other requirements of any applicable governmental authority affecting the Property. (d) Seller has no knowledge of any fact or condition which would result in the termination or reduction of the current access from the Land and Improvements existing public streets; and Seller has no knowledge of any proposed road widening or other construction activity within the vicinity of the Land. (e) Seller has no knowledge of any latent or patent defect or design deficiency in the foundation, structure, roof, paved areas or mechanical systems of the Improvements, including, without limitation, the heating, ventilation and cooling systems, the electrical system, the plumbing system or the elevators. (f) Seller has no actual knowledge of any lawsuits presently pending or any lawsuits that have been threatened concerning the Property or any portion thereof, or Seller's title or right to convey the Property or any portion thereof hereunder, nor has Seller any knowledge of any claims or liens existing or threatened against the Property or any part thereof, other than those filed of record prior to the execution date of this Agreement. (g) Seller is in sole and undisputed possession of the Property and no other person or entity is entitled to possession of all or any portion of the Property. There are no leases with respect to the Property other than the leases set forth on Schedule 6(g). (h) There are no other contracts, leases, agreements, understandings or other obligations existing with respect to the Property or any portion thereof, other than as are reflected on Exhibit C in this Agreement. (i) No person, firm, corporation, or other entity has any right or option to acquire the Property, or any part thereof. (j) Seller has received notice from the City of Scottsdale regarding the formation of the Reatta Pass Improvement District which would result in an assessment against the property. Seller has determined to its own satisfaction that this assessment would benefit the Property by removing it from the existing flood zone upon completion of the improvement. Seller makes no representations or warranties as to this opinion or conclusion and Purchaser must satisfy itself as to this condition. Seller has received no notice and has no knowledge of any other pending liens, increased assessments or tax rates, or any special assessments to be made against the Property by governmental authority. (k) Seller is current in all sales and use tax obligations relating to the Property. (l) Seller is neither a "foreign person" nor "foreign corporation" as those terms are defined in the United States Internal Revenue Code, as amended, and Seller shall ratify this warranty by affidavit at the time of closing. (m) Public water, public sanitary sewer, electricity, and the telephone services have been installed to the Improvements through appropriate easements. (n) Except as disclosed on Schedule 6(n): (i) To Seller's actual knowledge, the Land and Improvements ("Premises") do not contain any Hazardous Materials. (ii) To Seller's actual knowledge, there are no underground or above-ground storage tanks on or under the Premises, and Seller has no knowledge of the removal of any underground or above-ground storage tanks from the Premises. (iii) To Seller's actual knowledge, there are no transformers containing or contaminated with Hazardous Materials on the Premises, and Seller has no knowledge of the removal of any such transformers from the Premises. (iv) Seller has not engaged in or permitted any Hazardous Materials Use in, at, under, or in connection with the Premises nor, to Seller's knowledge, has any previous owner or tenant of the Premises engaged in or permitted any Hazardous Materials Use in, at, under, on or in connection with the Premises. (v) Seller has not received notice or actual knowledge of: (1) any claim, demand, investigation, enforcement, response, removal, remedial or other governmental or regulatory action instituted or threatened, against Seller or the Premises pursuant to any Hazardous Materials Law, (2) any claim, demand, suit or action made or threatened by any person against Seller or the Premises relating to any form of damage, loss or injury resulting from or claimed to result from, any Hazardous Materials on, about, beneath or arising from the Premises or any alleged violation of any Hazardous Material Law; and (3) any communication to or from any governmental or regulatory agency arising out of or in connection with Hazardous Materials on, about, beneath, arising from or generated at the Premises, including without limitation, any notice of violation, citation, complaint, order directive, request for information or response thereto, notice letter, demand letter or compliance schedule. If discovered prior to Closing, there occurs a material change in the condition of title or the Property or any matter addressed in the Representations and Warranties, Seller shall immediately notify Buyer as to the change, and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination advise Purchaser of this Agreement but only with respect to circumstances and conditions that existed on Closing, provided that, if Buyer shall have knowledge as of the Closing Date that any of the Representations claims or Warranties communications listed in clauses (1) through (3) above and also shall immediately advise Purchaser of Seller are false the discovery of any Hazardous Materials on, about, beneath, or inaccuratearising from the Premises or the discovery of any condition on, then Seller arising from the Premises or the discovery of any condition on, about, beneath or arising from the Premises which might give rise to liability, the imposition of a statutory lien or require response, removal or remedial action under any Hazardous Material Law. (vi) As used, in this Agreement, "Hazardous Materials" shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties mean "Hazardous Substances" as defined under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date42 U.S.C. Section 9501 et seq.). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALS.

Seller’s Representations and Warranties. The representations Seller represents and warranties included in Attachment B warrants to Purchaser that, except as set forth on SCHEDULE 4.2 delivered by Seller to Purchaser concurrently herewith and attached hereto (the “Representations "DISCLOSURE SCHEDULE"): (a) Seller is a corporation duly organized and Warranties”existing under the laws of the State of Delaware. Except for the Court's entry of the Sale Order, Seller has full power and authority to enter into and perform this Agreement and all documents, agreements and instruments to be executed by Seller pursuant to or in connection with this Agreement (collectively, "SELLER'S ANCILLARY DOCUMENTS"). The execution and delivery by Seller of this Agreement and Seller's Ancillary Agreements, and the performance by Seller of all of its obligations hereunder and thereunder, have been duly authorized and approved prior to the date hereof by all necessary corporate or other requisite action, except for the Court's entry of the Sale Order. This Agreement has been, and Seller's Ancillary Documents will be, duly executed and delivered by duly authorized officers of Seller. (b) are incorporated This Agreement constitutes, and Seller's Ancillary Documents will constitute, valid and legally binding obligations of Seller, enforceable against Seller in accordance with their respective terms (except to the extent that enforcement may be affected by the availability of injunctive relief, specific performance and equitable remedies). (c) Except for the Court's entry of the Sale Order and the consents and releases set forth on SCHEDULE 4.2 (the "CONSENTS") and subject to the expiration or termination of all applicable waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "XXXX-XXXXX ACT"), no consent, release, authorization, order or approval of, or filing or registration with, any governmental authority or other person is required for the execution and delivery of this Agreement and Seller's Ancillary Documents and the consummation by Seller of the transactions contemplated by this Agreement and Seller's Ancillary Documents. Except for the Court's entry of the Sale Order and the Consents and subject to the expiration or termination of all applicable waiting periods under the Xxxx-Xxxxx Act, neither the execution and delivery by Seller of this Agreement and Seller's Ancillary Documents, nor the consummation by Seller of the transactions contemplated hereby and thereby, will conflict with or result in a breach of any of the terms, conditions or provisions of Seller's Certificate of Incorporation, By-Laws, any statute or administrative regulation, or of any order, writ, injunction, judgment or decree of any court or any governmental authority or of any arbitration award or any agreement, instrument, permit or authorization held by Seller or included within the Purchased Assets, in each case to which Seller is subject or by which Seller is bound, which conflict or breach is reasonably likely to have a material adverse effect on the Business, the Purchased Assets, the transactions contemplated by this Agreement, or completion of GM Presses 3 and 4 (as herein defined) as if contemplated by the GM purchase order in effect on October 1, 2000 (the "ORIGINAL GM PURCHASE ORDER"). (d) [Intentionally Omitted] (e) Seller has good title to and, subject only to the Court's entry of the Sale Order and receipt of the Consents, the power to sell the Purchased Assets, free and clear of any Claims, as set forth in full the title insurance policy, referred to in Section 6.2 (j) on the Closing Date. (f) There are (i) no licenses or other agreements used by Seller (or authorizing Seller or granting Seller rights) in the sale of, in the ordinary course of business, any inventory or other assets included in the Purchased Assets, and (ii) no material permits or governmental approvals used in the operation of the Business or relating to the real property described on SCHEDULE 4.2. SCHEDULE 4.2 correctly and completely lists all equipment leases and other leases or agreements used in the operation of the Business or relating to the real property described on SCHEDULE 4.2 ("MATERIAL CONTRACTS"); and, except for items shown in open purchase orders (complete and correct copies of all of which have been made available to Purchaser or IHI (as herein defined)), all Material Contracts are a part included in the Purchased Assets. Complete and accurate copies of all Material Contracts have previously been delivered to Purchaser or IHI. SCHEDULE 4.2 also correctly and completely lists (x) all Inventory (as defined herein) and the number of items in each category of such Inventory and (y) all Equipment (as defined herein) used in the operation of the Business or relating to the real property described on SCHEDULE 4.2. All such Inventory and Equipment are included in the Purchased Assets. The Purchased Assets listed on SCHEDULE 1.2 include all raw materials, work in process, spare parts and other Inventory on hand on the date of the inspection referred to in Section 4.1(i). All work in process inventory of the presses covered by Contract Nos. WHS 14585 and WHS 14586 between General Motors Corporation ("GM") and Seller ("GM PRESSES 3 AND 4"), is in materially the same condition as on the date of such inspection. "ORDINARY COURSE OF BUSINESS", "OPERATION OF THE BUSINESS" and similar phrases, shall mean, for the purposes of this Agreement. If, prior to Closing, there occurs a material change the Business as historically conducted in the condition of title ordinary course by Seller. (g) Except as set forth in Schedules filed with the Court, (i) there is no litigation or the Property proceeding, in law or any matter addressed in the Representations and Warrantiesequity, pending against Seller shall immediately notify Buyer as to the change, and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination of this Agreement but only with respect to circumstances the Business or the Purchased Assets and conditions that existed on Closingthere are no proceedings or governmental investigations before any commission or other administrative authority, provided thatpending against or, if Buyer shall have knowledge as of to Seller's Knowledge, affecting Seller with respect to the Closing Date that any of the Representations Business, and (ii) to Seller's Knowledge, there is no claim, litigation or Warranties of Seller are false proceeding (in law or inaccurate, then Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSESequity), WHETHER EXPRESSED OR IMPLIEDor governmental proceeding or investigation anticipated or threatened against Seller with respect to products liability matters involving Seller or its products. As used in this Agreement, INCLUDING"KNOWLEDGE" the case of Seller, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTYshall mean actual knowledge of Xxxxxxx X. Xxxxxxx, OR ANY SUPPLIERXxxx X. Xxxxxxxxx, CONTRACTORXxxxxxx X. Xxxxxx, SUBCONTRACTORand Xxxx X. Xxxxxxxxxx, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSXx. without any duty of investigation.

Seller’s Representations and Warranties. The In consideration of Buyer’s entering into this Agreement and as an inducement to Buyer to purchase the Real Property from Seller, Seller makes the following representations and warranties included to Buyer: (a) Seller is a limited liability company organized and in Attachment B (good standing under the “Representations laws of the State of Delaware. Seller has the legal right, power and Warranties”) are incorporated herein as if set forth in full authority to enter into this Agreement and are a part to consummate the transactions contemplated hereby, and, the execution, delivery and performance of this Agreement have been duly authorized and no other action by Seller is requisite to the valid and binding execution, delivery and performance of this Agreement. If, prior except as otherwise expressly set forth herein. (b) There is no agreement to Closingwhich Seller is a party or to Seller’s Actual Knowledge binding on Seller which would prevent Seller from consummating the transaction contemplated by this Agreement. (c) To Seller’s Actual Knowledge, there occurs a material change Seller has not received written notice of the existence of any attachments, executions, assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under other debtor relief laws contemplated by, pending, or threatened against Seller. (d) To Seller’s Actual Knowledge, except as disclosed on Schedule 4 attached hereto, Seller has received no written notice from any governmental agency in the condition of title or last 12 months that the Property or the current use and operation thereof violate any matter addressed applicable federal, state or municipal law, statute, code, ordinance, rule or regulation (including those relating to environmental matters), except with respect to such violations as have been fully cured prior to the date hereof. (e) To Seller’s Actual Knowledge, except as disclosed on Schedule 4 attached hereto, Seller has not received written notice from any governmental agency of any currently pending condemnation proceedings relating to the Property. (f) To Seller’s Actual Knowledge, except as disclosed on Schedule 4 attached hereto, except with respect to slip and fall and similar claims or matters covered by Seller’s commercial liability insurance policy, Seller has not received service of process with respect to any litigation that has been filed and is continuing against Seller that arises out of the ownership of the Property and would materially affect the Property or the use thereof, or Seller’s ability to perform hereunder. (g) Seller is not a “foreign person” within the meaning of Sections 1445 and 7701 the Internal Revenue Code of 1986, as amended. (h) The Property Information delivered or made available to Buyer is the Property Information in Seller’s or Seller’s property manager’s possession and maintained by Seller in the Representations and Warrantiesordinary course of business; provided, however, Seller shall immediately notify Buyer makes no representation or warranty as to the change, and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination of this Agreement but only with respect to circumstances and conditions that existed on Closing, provided that, if Buyer shall have knowledge as accuracy or completeness of the Closing Date that any of the Representations or Warranties of Seller are false or inaccurate, then Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALSProperty Information.

Seller’s Representations and Warranties. The representations Seller represents and warranties included warrants that (a) Seller is the true, lawful and exclusive owner of its Accounts; (b) each Purchased Account (i) is and will remain a bona fide existing obligation created by the sale and delivery of goods or services in Attachment B the ordinary course of its business, (ii) is not owing by an Account Debtor that is an affiliate of Seller or in which Seller otherwise has an interest, (iii) is unconditionally owed without any Dispute, and (iv) is not subject to any special terms of payment which are not shown on the “Representations face of the Invoice therefor; (c) none of the Purchased Accounts arise from a sale directly to a consumer; (d) all amounts owing on the Purchased Accounts are owing in United States dollars and Warranties”any taxes or fees relating to such Purchased Accounts are solely Seller’s responsibility; (e) prior to the sale of any Purchased Account to Purchaser, the Account Debtor on any Purchased Account is not subject to any bankruptcy or other insolvency proceeding, and Seller has not received notice, and is not otherwise aware, of any actual or imminent bankruptcy, insolvency, or material impairment of the financial condition of any applicable Account Debtor regarding such Purchased Account; and (f) the Collateral (including all Purchased Accounts) is free and clear of all liens and security interests other than the security interests granted in favor of Purchaser. Seller further represents and warrants that (a) Seller is fully authorized to enter into this Agreement; (b) this Agreement constitutes a legal and valid obligation that is binding upon Seller and that is enforceable against it; (c) Seller is in good standing in the jurisdiction of its organization and is duly qualified, appropriately licensed, and in good standing in each other jurisdiction in which it is required to be licensed; (d) there are incorporated herein as if set forth no pending actions, suits, or other legal proceedings of any kind (whether civil or criminal) now pending (or, to its knowledge, threatened) against Seller, the adverse result of which would in full any material respect affect its property or financial condition, or threaten its continued operations; and are a part (e) Seller will provide notification of any related or affiliated entities created during the term of this Agreement. If, prior to Closing, there occurs a material change in the condition of title or the Property or any matter addressed in the Representations and Warranties, Seller shall immediately notify Buyer as to the change, and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination of this Agreement but only with respect to circumstances and conditions that existed on Closing, provided that, if Buyer shall have knowledge as of the Closing Date that any of the Representations or Warranties of Seller are false or inaccurate, then Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon the Closing Date). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALS.

Seller’s Representations and Warranties. Seller represents and warrants to Buyer as of the date hereof that: a. The representations and warranties included in Attachment B Hartford Fire Insurance Company (the “Representations "Tenant") is the sole tenant at the Premises, and Warranties”) are incorporated occupies same pursuant to a written lease dated November 15, 1996, as amended pursuant to a first amendment dated July 2, 1997 (collectively, the "Lease"), a true copy of which Lease is annexed herein as Exhibit 4.1 (a) The parties acknowledge that the Tenant has referenced in a prior estoppel certificate a December 30, 1996 letter as amending the Lease which Seller has been unable to obtain a copy of and as to which Seller makes no representation. Buyer shall have the right to terminate this Agreement and receive a refund of the Deposit together with accrued interest thereon hereunder as its sole remedy if said letter modifies the Lease in a materially adverse manner, as determined by the Buyer in its discretion, provided notice of such termination is given to Seller no later than Five (5) Days following Buyer's receipt of a copy thereof but in no case later than the date of Closing. b. Seller has no knowledge of any individual or entity being in possession of or occupying any portion of the Premises except the Tenant, pursuant to the Lease (although Seller makes no representation as to any parties occupying same by or through the Tenant). c. The rents set forth in full the Lease are currently being charged and are a part of this Agreement. If, prior to Closing, there occurs a material change collected for the periods set forth in the condition Lease. d. The Lease is in full force and effect without modification. e. Seller has received no security deposit from Tenant under the Lease. f. Seller has not granted, nor does Seller have any actual knowledge of, any option agreements or rights of title or first refusal with respect to the Property purchase of the Premises or any matter addressed other unexpired rights in favor of third persons to purchase or otherwise acquire the Premises or any portion of the Premises or any interest in the Representations Premises or any interest in Seller and Warranties, Seller shall immediately notify Buyer no third persons will obtain such right or option as to a result of the change, and to offer to extend the deadlines herein to give Buyer a reasonable opportunity to evaluate the change. The Representations and Warranties survive the termination execution of this Agreement but only on account of any agreement to which Seller is a party or of which Seller has actual knowledge. g. Intentionally left blank. h. Tenant is not more than 30 days in arrears with respect to circumstances the payment of rent. i. There are no leasing commissions due or to become due with respect to any lease or renewal thereof, including but not limited to the Lease, to which Seller is a party. j. No written notice of default or breach on the part of the landlord under any lease, including but not limited to the Lease, has been received by Seller or its agents or attorneys from any tenant, individual or entity, including but not limited to the Tenant which remains outstanding and conditions uncured (except that existed Buyer acknowledges Seller has advised Buyer of Tenant's initial claim that Seller was obligated to make certain repairs to the Premises as more particularly set forth in a letter dated July 10, 2007 from Grubb & Ellis on Closingbehaxx xx Texxxx to Seller and the Tenant's undertaking in connection therewith as set forth in the letter from Grubb & Ellis dated Nxxxxxer 00, provided that0007). k. Seller has received no actual notice that there are currently any residential tenants occupying any portion of the Premises. l. Seller has not entered into any oral agreements or service and maintenance agreements with respect to the Premises that will be binding upon the Buyer as a successor to Seller's ownership interest therein and there are no other contracts or other obligations relating to the Premises which will be applicable after Closing to which Seller is a party other than those set forth in this Agreement, if Buyer shall the Lease and as of record may appear. m. Seller has no knowledge of any action, suit, proceeding, litigation or known investigation pending which may materially adversely affect the Premises or the Seller, and Seller does not have knowledge as of any threatened or pending governmental investigation involving Seller or any of its products or services, including inquiries, citations, or complaints by any Federal, State or local governmental or administrative body or the Premises. n. Seller has not commenced any tax reduction proceedings with respect to all or any portion of the Closing Date that Premises and (although Seller makes no representation as to any actions of the Representations or Warranties Tenant including, without limitation, any tax appeals filed by Tenant, which Seller has not received written notice of Seller are false or inaccurate, then Seller shall not have any liability or obligation respecting such false or inaccurate Representations or Warranties (and any indemnification right or cause of action resulting therefrom shall terminate upon from the Closing DateTenant). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY; DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER OR DEVELOPER OF THE PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN; OR MATTERS PERTAINING TO ZONING, LAND VALUE, OR GOVERNMENTAL APPROVALS.